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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  -------------

                  Integrated Annual Report to Stockholders and

                                   FORM 10-KSB

                                  -------------

[X]      Annual Report Pursuant To Section 15(d) Of The Securities Exchange Act
         of 1934

         For the fiscal year ended September 30, 2000.

         Transition Report Pursuant To Section 13 Or 15(d) of The Securities
         Exchange Act Of 1934

         For the transition period from __________ to __________

                         COMMISSION FILE NUMBER 0-16152

                                  METRISA, INC.
                                  -------------
                (Name of Registrant as Specified in Its Charter)

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                 Delaware                          (781) 275-9660
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      (State or Other Jurisdiction of      (Registrant's Telephone Number,
       Incorporation or Organization)            Including Area Code)

                                   04-2891557
                                   ----------
                                (I.R.S. Employer
                               Identification No.)


          25 Wiggins Avenue, Bedford, Massachusetts          01730
          -----------------------------------------          -----
          (Address of Principal Executive Offices)         (Zip Code)

      Securities registered pursuant to Section 12(b) of the Exchange Act:

                                                  Name of Each Exchange on
              Title of Each Class                     Which Registered
              -------------------                     ----------------
                      None                             Not Applicable

      Securities Registered Pursuant to Section 12(g) of the Exchange Act:

                          COMMON STOCK, $.50 PAR VALUE

                                (Title of Class)

Check whether the Registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
other shorter period that the Registrant was required to file such reports); and
(2) has been subject to such filing requirements for the past 90 days.

Yes   [X]    No   [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

The Registrant's consolidated revenues for its fiscal year ended September 30,
2000 were $8,558,166 . The aggregate market value of shares of the Common Stock
held by non-affiliates, based upon the average of the bid and ask prices for
such stock on December 1, 2000 was approximately $1,325,863. As of December 1,
2000, 1,448,453, shares of Common Stock were outstanding.

Transitional Small Business Disclosure Format  Yes   [ ]   No   [X]

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                                     PART I

This Annual Report on Form 10-KSB and the documents incorporated herein by
reference contain forward-looking statements that have been made pursuant to the
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on current expectations, estimates and
projections about the Company's industry, management's beliefs, and certain
assumptions made by the Company's management. Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates," variations of
such words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict; therefore, actual results may differ materially from those expressed or
forecasted in any such forward-looking statements. Unless required by law, the
Company undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
However, readers should carefully review the risk factors set forth in other
reports or documents the Company files from time to time with the Securities and
Exchange Commission, particularly the Quarterly Reports on Form 10-QSB and any
Current Reports on Form 8-K.

ITEM 1.  DESCRIPTION OF BUSINESS.

BUSINESS OF METRISA, INC.

Metrisa, Inc. (the "Company") is a product development, manufacturing and
contract test services company which specializes in manufacturing instruments
and providing contract test services for measuring the properties of a wide
variety of materials, liquids and gases. The Company operates its business
through the Tytronics, Nametre, Monitek and Holometrix Micromet Divisions. The
Company's Tytronics, Nametre and Monitek divisions constitute its process
analytical business segment. The Company's Holometrix Micromet division
constitutes its materials characterization business segment. The Company's
Tytronics Division designs, manufactures and markets on-line liquid and gas
chemical analyzers for specific applications and worldwide process and
environmental markets. The Company's Nametre Division designs, manufactures and
markets in-line and laboratory viscosity analyzers for the process and
environmental markets. The Company's Monitek Division designs, manufactures and
markets in-line turbidity, suspended solids, color and concentration monitors,
as well as oil-on-water monitors, for the process and environmental markets. The
Company's Holometrix Micromet Instruments Division designs, manufactures and
markets instruments which measure thermophysical (thermal) properties and
perform cure monitoring in a broad range of materials. The Company's Holometrix
Micromet Testing Services Division provides contract test and engineering
services to evaluate a number of temperature-related performance factors of
virtually any material. The Holometrix Micromet Testing Services Division also
performs mechanical and physical properties testing.

On May 1, 1998, the Company (formerly Holometrix, Inc.) completed a
reorganization ("Reorganization") pursuant to which Tytronics Incorporated
("Tytronics"), the majority owner of the Company, and National Metal Refining
Company ("Nametre"), the majority owned subsidiary of the Company, were merged
into the wholly-owned subsidiary of the Company, Holometrix Acquisition Corp.,
which was followed by the merger of Holometrix Acquisition Corp. into the
Company. As part of this Reorganization, Holometrix changed its name to Metrisa,
Inc., and effected a 50:1 reverse stock split of its issued and outstanding
capital stock. On February 13, 1998, Tytronics acquired the assets of Micromet
Instruments Inc. ("Micromet"), and thus Micromet was also merged into Holometrix
Acquisition Corp., but as part of Tytronics.

Effective July 1, 2000, the Company acquired substantially all of the assets of
Monitek Technologies, Inc., a Delaware corporation ("Monitek") and Monitek GmbH,
a German company and wholly-owned subsidiary of Monitek relating to Monitek's
optical and acoustic instrumentation business. Monitek is a manufacturer and
marketer of in-line turbidity, suspended solids, color, concentration and
oil-on-water monitors for the chemical, petrochemical, refining, beverage and
water markets, with operations in Livermore, CA and Dusseldorf, Germany.
Monitek's operations have become part of Metrisa's process analytical business
segment.

The Company's principal offices are located at 25 Wiggins Avenue, Bedford,
Massachusetts 01730; its telephone number is (781) 275-9660 and its facsimile
number is (781) 275-9665. The Company's subsidiary, Metrisa GmbH, is located at
Ackerstra(beta)e 144, D40233 Dusseldorf, Germany; its telephone number is +49
211 6878 040, and its facsimile number is +49 211 6878 0430. The Company is a
Delaware corporation, which was incorporated on October 23, 1985.

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THE COMPANY'S STRATEGY

In order to expand its market presence and increase revenue, the Company is
exploring and implementing a variety of strategies, falling into four primary
categories:

1.)    Enhanced Marketing and Sales Efforts. The Company is investing additional
       resources, including new personnel, to expand its worldwide marketing and
       selling effectiveness. Specific examples include improved sales and
       marketing materials, broader trade show and symposium participation, and
       expanded geographic coverage.

2.)    Product Development. The Company is continuing to invest in the
       development of new products, and in upgrading its existing products to
       have more competitive features, be easier to manufacture, and have
       improved margins.

3.)    Corporate Synergy. The Company's Tytronics, Nametre, Monitek, and
       Holometrix Micromet Divisions serve many common markets and customers,
       including the chemical, , petrochemical, refining, polymer, paints and
       coatings, and water markets. Similarly, the Company's Holometrix Micromet
       Division serves the aerospace, automotive, electronics packaging and
       insulations markets. In both cases, complementary marketing and
       distribution activities are underway, within each business segment.

4.)    Strategic Relationships. The Company continues to seek strategic
       relationships and licensing, investment and acquisition opportunities
       with companies having complementary product lines to those of the
       Company.

BUSINESS OF PROCESS ANALYTICAL'S TYTRONICS DIVISION

The Company's Tytronics Division designs, manufactures and markets on-line
liquid and gas chemical analyzers for specific applications in worldwide process
and environmental markets. These devices measure the concentrations of specific
chemicals and are used in both process control and environmental monitoring.
Examples are the measurement of acid and iron in steel pickling lines, the
measurement of caustic concentration in gas scrubbers, the measurement of
aluminum and iron in potable water treatment and the measurement of ammonia and
nitrate in waste water treatment. Using the detection technologies of ion
selective electrodes (ionic strength), titration (neutralization reaction),
colorimetry (color change or color intensity differentiation) and
spectrophotometry (absorbance changes measured in the ultraviolet, visible or
very near infrared regions), the Tytronics Division focuses on providing simple,
reliable and cost-effective analytical instrumentation to its markets worldwide.

TYTRONICS DIVISION'S PRODUCTS

The Company's Tytronics Division analyzers are available for on-line monitoring
of many liquids and some gasses. Typical constituents measured are aluminum,
ammonia, chlorine, chromium, copper, cyanide, fluoride, iron, phosphate,
manganese, nitrite, nitrate and zinc. Lower limits of measurement are at part
per billion (ppb) levels, and upper limits are often at percent levels. Methods
are based upon published literature methods and are adapted for use on
Tytronics' family of analyzers. Over 2000 analyzers have been sold during the
course of Tytronics' history for varied applications. They operate in a wide
variety of difficult, and sometimes hazardous, process and environmental
conditions.

The Tytronics Division's products deliver on-line analysis for process and
environmental monitoring reliably, simply and cost-effectively. On-line analysis
is often readily justified; benefits include improved yield, reduced consumption
of input materials, reduced labor and decreased environmental contamination. The
equipment provides accurate readings even with background interference, such as
sample color and turbidity. Little or no filtering is used for most applications
and the equipment measures both low and high concentrations of chemicals. The
customer interface is user-friendly, with menu-driven software, and the units
may be PC-linked to communicate with a host computer.

The Tytronics Division's family of analyzers employs a patented methodology to
capture samples. This methodology is similar to use of an overflow cup, except
that siphon action drains the sample to a final repeatable level (volume). This
sampling method uses the reaction cell to both capture the sample and accomplish
the appropriate chemical reaction, a significant reduction in complexity. Only a
single highly reliable Teflon valve

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connects to the process stream. Analyses are fully automatic in all cases.
Through menu-driven programming, the user can easily change the frequency of
analysis and calibration, and the outputs, as well as most default values.

The Tytronics products can be classified into five product lines: Ion Selective
Electrode analyzers, titrators, colorimeters, spectrophotometers and the
Tytronics'(R) Sentinel.

      Ion Selective Electrode (ISE) Analyzers (FPA 200)
      ---------------------------------------
      The FPA 200 Series delivers reliable measurements of selective ions. Ion
      selective electrodes, which are the sensing technology employed, are
      measurement devices sensitive to the presence of a particular ion. The FPA
      series of analyzers employ a patented sampling method that uses a reaction
      cell and a siphon method to capture the sample, thus reducing complexity.

      Titrators (FPA 300 and FPA 400)
      ---------
      The FPA 300 series delivers reliable on-line titration. The FPA 300 series
      titrates using a variety of electrodes, which sense the maximum rate of
      microvoltage change in a particular chemical reaction. The FPA 400 series
      adds the capacity to titrate to a color endpoint, sensing the maximum rate
      of change of color in a chemical solution. The colorimetric endpoint
      (maximum color change) is sensed with light which is carried from and
      returned to the source/detector by fiber optics. Colorimetric titration
      offers on-line analytical capability at trace levels in applications such
      as monitoring plant effluent and municipal water, and environmental
      analysis in general.

      Colorimeters (FPA 800)
      ------------
      The FPA 800 series delivers reliable on-line colorimetric analysis. These
      analyzers are configured to make precise reagent additions that, in
      combination with the chemical being measured, develop a characteristic
      color. The color is developed by reaction following well-established
      techniques. Direct colorimetry offers on-line analytical capability at
      trace levels in applications such as monitoring plant effluent and
      municipal water, and environmental analysis in general.

      Spectrophotometers (FPA 1000 and FPA 1100)
      ------------------
      The FPA 1000 and 1100 series delivers reliable on-line photometric (light
      source) analysis, offering on-line analytical capability at both trace and
      higher levels. These spectrophotometers are applicable to both process and
      environmental applications, and use well-established spectrophotometric
      techniques of analysis.

      Tytronics'(R) Sentinel
      ----------------------
      The Tytronics'(R) Sentinel series delivers simple, reliable and
      cost-effective on-line ISE, titrimetric and colorimetric analysis,
      directed at the potable and wastewater markets, and process markets. Ion
      selective electrodes measure the concentration of a particular ion.
      Titrators measure chemical concentration through a neutralization
      reaction. Colorimetric analyzers are configured to make precision reagent
      additions to develop a characteristic color. In addition, the
      Tytronics'(R) Sentinel also employees a patented sampling method that uses
      a reaction cell and a siphon method to capture sample, thus reducing
      complexity. The Tytronics'(R) Sentinel offers multi-streaming; analyzers
      can be expanded to analyze up to 6 separate sample streams.

TYTRONICS DIVISION'S MARKETS

The Company's Tytronics Division's chemical analyzers are primarily sold to the
chemical/petrochemical/refinery and water treatment markets. Within the
chemical/petrochemical/refining markets, the Division's instruments are used for
both process control and effluent monitoring. In the water treatment market, the
Tytronics Division's products are used for the control and monitoring of both
potable water and wastewater treatment. A number of the Division's instruments
are also sold to the food, beverage and textile industries. Management believes
(based on a market study entitled Process Analyzer Market, 1999-2004, by PAI
Partners, Leonia, New Jersey, and Walton Associates, Menlo Park, CA, March 2000)
that current markets for all process analyzers, including chemical analyzers,
total more than 1.5 billion dollars annually.

BUSINESS OF PROCESS ANALYTICAL'S NAMETRE DIVISION

The Company's Nametre Division designs, manufactures and markets in-line and
laboratory viscosity analyzers. These analyzers are used to measure the
viscosity (thickness and density) and viscoelasticity (pliability) of a wide
range of material and are sold into the polymer manufacturing, petrochemical,
food, paints and coatings and pulp and paper markets.

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NAMETRE DIVISION PRODUCTS

The Nametre Division engages in the development, production and distribution of
viscosity analyzers under the trade names, "Viscoliner(R)" and "Rheoliner(R)".
The analyzers measure the viscosity and viscoelasticity of a wide range of
materials. Products are developed and manufactured for both in-line process
monitoring and control, and laboratory use, with most sold for in-line process
monitoring and control. Such analyzers are used to provide manufacturers with
viscosity information, which is often critical to ensuring proper material
formulation and material production. Applications and markets that routinely use
viscosity analyzers include the resins, polymer, petrochemical, food, paints and
coatings, and pulp and paper industries.

The Nametre Division has over thirty years of experience in the viscosity
measurement business. The basic technology underlying the Nametre Division's
analyzers is the use of an oscillating sensor that is inserted into a stream of
material in a process line (pipe or vessel). The sensor oscillates at constant
amplitude. The viscosity of a product is then determined on the basis of the
electrical power needed to maintain the oscillation amplitude in the presence of
the viscous material. U.S. patents currently cover the principles of measurement
of the Viscoliner product.

The Viscoliner product line consists of five different models: the 1810 for
in-line process monitoring and control, the 300 for paints and coatings and the
1710 for laboratory analysis. In early fiscal 1999, the Nametre Division
introduced two new analyzers: the 410 for paints, inks and coatings, and the 610
for resins, oils, paints and inks.

      1810 Viscoliner(R)
      ------------------
      The 1810 is an on-line viscometer that is applicable to a wide range of
      materials and applications, including difficult services such as high
      pressures and temperatures. It is microprocessor controlled. The model
      1810 is typically utilized in the polymer market. Recent developments
      include PC based software, "Viscontrol" for analyzer control, data
      acquisition and interface to factory control systems.

      300/410/610 Viscoliner(R)
      -------------------------
      The Viscoliner(R) model 300 is also an on-line analyzer. It is similar to
      the model 1810 in its concept of operation; however, it is configured
      primarily for paint, ink and coatings applications. The Viscoliner(R)
      model 410 is an on-line viscosity analyzer for paints, inks and coatings,
      but with significantly enhanced electronics, and will largely replace the
      model 300; it is suitable for moderate temperatures and pressures. The
      Viscoliner(R) model 610 is another on-line viscosity analyzer, designed
      for mid-range temperatures and pressures, higher than those of the model
      410. To some degree, it could replace the model 1810 analyzer in certain
      applications.

      1710 Viscometer
      ---------------
      The Viscometer model 1710 is a laboratory version of the model 1810. This
      instrument is used primarily for research, product development and quality
      assurance. Applications include the full range of markets that Nametre
      serves.

NAMETRE DIVISION'S MARKETS

The Nametre Division's analyzers are sold primarily to product and material
manufacturers engaged in the production and use of plastics, chemicals, foods,
paints, inks or coatings and paper and pulp. A number of analyzers are also sold
to government laboratories and universities. Management believes (based on the
aforementioned market study) that current markets for all process analyzers,
including viscometers, total approximately 1.5 billion dollars annually.

BUSINESS OF PROCESS ANALYTICAL'S MONITEK DIVISION

The Company's Monitek division designs, manufactures and markets liquid analysis
monitors for the chemical, petrochemical, refining, beverage and water markets.
Monitek's products measure turbidity, suspended solids, color, concentration and
oil-on-water using optical and acoustic techniques, and are sold to a wide range
of customers employing liquid processes.

MONITEK DIVISION'S PRODUCTS

The Company's Monitek division uses both acoustic and optical techniques to
measure turbidity, suspended solids, color and concentration in the process
industries, often in high-pressure, high-temperature, or corrosive and hazardous
environments. Monitek's products can be classified into four broad product
lines:

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      Optical Flow Cells
      ------------------
      Monitek's optical flow cells are flange-mounted devices inserted directly
      in a process stream, providing an optical path which provides measurements
      across that process stream. Turbidity and suspended solids measurements
      are accomplished through a ratioed forward-scatter technique in which both
      scattered light and a direct-beam light are transmitted through the sample
      to be measured, with the ratio of the two resultant signals calculated.
      This technique is insensitive to color changes and provides linearity over
      a specified range, along with higher sensitivity. Color and concentration
      measurements are accomplished through absorbance techniques, measurement
      of the light absorbed at a particular wavelength, after passing through a
      process sample. The optical flow cell is coupled with an electronic
      transmitter for operation, control and calibration. The electronic
      transmitter also provides a display and analog and digital outputs.

      Optical Probes
      --------------
      Monitek's optical probes are insertable in-line devices, inserted into a
      process pipe through a ball valve and seal assembly. Certain probes are
      LED-based insertable, forward-scatter turbidimeters, measuring light
      scattered at 12(degree) from incident and referencing it against directly
      transmitted light. Other probes measure suspended solids, color and
      concentration, through absorbance techniques, measurement of the light
      absorbed at a particular wavelength, after passing through a process
      sample. Such probes, because they are readily removable, can be easily
      cleaned and calibrated. The probes are coupled with electronic
      transmitters for operation, control and calibration. The electronic
      transmitter also provides a display and analog and digital outputs.

      Acoustic Probes
      ---------------
      Monitek's acoustic probes measure impurities in liquid processes, such as
      particles, bacteria, oils and suspended solids. The probe is an insertable
      in-line device, inserted into a process pipe through a ball valve and seal
      assembly. The acoustic transmitter/receiver emits a rapid and short
      acoustic pulse, and then waits for a return "echo". This echo is generated
      when acoustic energy is back-scattered by any discontinuity in the liquid,
      such as particles, bacteria, oil or suspended solids. These echoes are
      then converted into an electrical signal measuring the concentration of
      the particles in the liquid. These probes have the advantage of working in
      liquid streams which are opaque, and in which the tendency to coat an
      optical cell or probe would be present. They are also easily cleaned and
      calibrated. The probes are coupled with electronic transmitters for
      operation, control and calibration. The electronic transmitter also
      provides a display and analog and digital outputs.

      Oil-on-Water Monitors
      ---------------------
      Monitek's oil-on-water monitor, the Flucomat, is a highly sensitive device
      mounted over an open process stream, for the purpose of detecting oil on
      the surface of that process stream, most often a water stream. It operates
      on the principal of ultraviolet reflection and fluorescence techniques,
      which combine to provide high sensitivity to the presence of oil in a
      flowing, open channel stream. Devices can be mounted in either a fixed
      position or on pontoons. The Flucomat is also coupled, via a cable, with
      an electronic transmitter for operation, control and calibration. The
      electronic transmitter also provides a display and analog and digital
      outputs.

MONITEK DIVISION'S MARKETS

The Monitek Division's products are marketed and sold to the chemical,
petrochemical, refining, beverage, water, pharmaceutical and pulp and paper
markets. Typical applications are in separation activities, such as pre- and
post-filter measurements, pre- and post-centrifuge measurements, and solids
carryover from a clarifier. In the beer industry, Monitek's products are often
employed to measure the effectiveness of final beer filtration, just prior to
bottling. In the pulp and paper industry, they are used to measure the
concentration of difficult liquids, such as green and white liquors. Management
believes (based on the aforementioned market study) that current markets for all
process analyzers, including those measuring turbidity, suspended solids, color,
concentration, and oil-on-water, total approximately 1.5 billion dollars
annually.

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TYTRONICS, NAMETRE AND MONITEK'S PROCESS ANALYTICAL DISTRIBUTION

The Tytronics, Nametre and Monitek Divisions market their products in the U.S.
and internationally through the combination of direct sales force and a network
of independent manufacturer's representatives and distributors. The Divisions
actively advertise their products in appropriate industry journals, attend
various U.S. and international trade shows and maintain a home page on the World
Wide Web to promote their products and services. Product visibility is also
maintained through active participation in regional, national and international
trade organizations, including the Instrument Society of America, American Water
Works Association and Water Environment Federation.

Current products are sold worldwide from the Company's offices in Bedford,
Massachusetts and Dusseldorf, Germany. Sales of the Tytronics, Nametre and
Monitek Divisions amounted to approximately 69% of total Company revenue for
fiscal year 2000. Domestic sales and marketing for the Tytronics, Nametre and
Monitek Divisions are handled in-house by a professional sales staff, supporting
independent manufacturers' representatives. Overseas sales (primarily to Europe
and the Far East) are made through independent distributors and sales agents,
again managed by sales and marketing professionals located in Bedford, MA and
Dusseldorf, Germany. Monitek's European sales and Tytronics' sales in Germany
are managed by Metrisa GmbH.

BUSINESS OF HOLOMETRIX MICROMET DIVISION

HOLOMETRIX MICROMET INSTRUMENTS GROUP

The Company's Holometrix Micromet Instrument Division Group engages in the
development, production and distribution of instruments under the trade names
"Holometrix" and "Micromet". The Group currently designs, manufactures and
markets instruments that measure the thermophysical properties and perform cure
monitoring of a broad range of materials for research, product development and
quality-control applications. Information about thermophysical and cure
properties is used to quantify the performance, quality, and/or composition of
various materials such as insulation, composites, plastics, and ceramics. In
addition to their importance in advanced materials development, the Group's
instruments are used as research tools to address worldwide environmental
issues, including energy conservation, plastics recycling and nuclear waste
disposal.

The Holometrix Micromet Division has over 30 years of experience in
thermophysical (thermal) properties testing. The basic technology underlying the
Group's instruments is the application of heat energy to a material under test
and the measurement of the results of such an application. The precise
measurements and the containment of heat, combined with equally precise
temperature measurement and control, are key elements in the design of nearly
all of the Group's products. Many instruments encompass
microprocessor-controlled data collection and analysis, resulting in the fully
automated calculation of material properties, such as thermal conductivity and
specific heat. The nature of heat transfer through a material, resulting from
the application of energy, varies depending on the material's type and
composition. Therefore, a different methodology is required to test different
types of material. The Group manufactures various instruments incorporating
these different methodologies.

The five Holometrix product lines consist of thirteen instrument models, plus
Holometrix' proprietary Q-Lab(TM)automation software. Ongoing development
efforts have resulted in new instrument products that are fully automated,
incorporating either PC interface, or internal microprocessors. Revenues are
also derived from service and spare parts.

HOLOMETRIX PRODUCTS

      Heat Flow Meters
      ----------------
      The Heat Flow Meter technique is an easy and rapid method for testing the
      thermal conductivity and thermal resistance (R-value) of insulation. This
      type of instrument is widely used in both the quality control testing and
      the development of insulation products. Federal trade rules require
      insulation manufacturers to measure the thermal resistance (R Value) by
      the heat flow meter method, or similar techniques, as part of the
      procedure for labeling their products. In 1996 the Company introduced the
      new Lambda 2000 Series of heat flow meter products. These instruments
      contain an advanced instrumentation and control concept for which a patent
      has recently been allowed.

                                       7
<PAGE>

      Guarded Heat Flow Meters
      ------------------------
      The Guarded Heat Flow meter method permits the testing of moderate
      conductivity materials. Customers use these instruments to establish safe
      operating temperatures and thermal efficiency of products ranging from
      electronic and semiconductor components to adhesives, and for heat
      transfer modeling of many industrial processes, including injection
      molding of polymers. Thermal conductivity data from these instruments is
      important to the plastics, electronics, automotive, aerospace and food
      processing industries.

      Guarded Hot Plates
      ------------------
      These instruments are used primarily as research tools to measure thermal
      conductivity in porous and solid materials over a wide range of
      temperatures, environmental conditions and material types. This technique
      is used to measure materials from cryogenic (very cold) to very high
      temperatures.

      Laserflash Instruments
      ----------------------
      These instruments utilize a sophisticated, high-performance Laser Flash
      Thermal Diffusivity (speed of heat through material) (LFTD) technique to
      measure both thermal diffusivity and specific heat from -170 C to 2000 C.
      Data from these instruments is used by customers to determine safe
      operating temperatures, quality assurance, design and process control for
      composition, molding, heating or cooling rates, and thermal performance
      analysis. Typical applications include the characterization of materials
      for electronic, aerospace propulsion, automotive materials and
      semiconductor material design and manufacturing.

MICROMET PRODUCTS

Micromet has over 16 years experience in cure monitoring and dielectric analysis
of a wide range of polymer materials. The basic technology underlying these
instruments is the dielectric measurement of electrical conductivity or
ultrasonic measurement of sound speed in a material to determine its state of
cure and relative viscosity. Temperature control, applications software and
precise frequency control are all key elements in the design of Micromet
instruments. The determination of the state of cure of a material is crucial to
the design of processes for making composite of plastic parts used in aerospace,
automotive, and electronic packaging applications. Typical users include process
development and quality control groups at large aerospace firms, composite
material developers and suppliers, and polymer material suppliers.

         ICAM
         ----
         The ICAM products are used for in-process monitoring and quality
         control of molding processes for polymer and composite manufacturing.
         Typical applications include monitoring large structural parts for
         aerospace, automotive and other structural composite applications.

         Eumetric(R)
         -----------
         The Eumetric(R) line of instruments provide highly accurate evaluation
         of cure properties of polymers. This product line primarily supports
         product development and process development laboratories in the
         plastics, aerospace, automotive and electronics markets.

         Other
         -----
         Other Holometrix and Micromet products include specialized
         thermophysical property, cure monitoring and molding monitoring
         instruments.

HOLOMETRIX MICROMET TESTING SERVICES GROUP

The Testing Services Group maintains a thermophysics laboratory which provides
contract test and engineering services to evaluate various temperature-related
performance factors of virtually any material. Testing is generally performed to
ASTM (American Society of Testing and Materials) standards. In addition,
insulation testing is provided under NVLAP (the National Voluntary Laboratory
Accreditation Program) accreditation. NVLAP is supported by the National
Institute of Standards and Technology. The Testing Services Group also
demonstrates the capabilities of Holometrix instruments to potential customers,
provides significant input to outside technology steering groups which establish
the standards for industry instrument utilization, and provides valuable
technical and marketing input for product development. The Group's experience
and capabilities cover a broad scope of temperature range, environmental
conditions, sample size and property magnitude. In addition to thermophysical
testing of materials, the Group also offers selected mechanical and moisture
testing of materials.

                                       8
<PAGE>

The Group's testing capabilities complement the Company's customer research and
product development activities. Thermophysical testing of materials is not a
routine capability and competence for most material development departments.
Thus, testing service customers tend to be repeat customers who use the Testing
Services Group as a complement to their capabilities.

HOLOMETRIX MICROMET MARKETS

Holometrix' thermophysical instruments and Micromet's cure monitoring
instruments are sold primarily to customer in-house materials laboratories
engaged in the development, process development and testing of insulations,
building materials, advanced engineered materials, plastics and packaging
manufacturers, aerospace manufacturers and government laboratories. A number of
instruments are also sold to insulation manufacturing facilities. Management
believes (based on its internal calculations of the sales of companies that it
has identified as competitors) that current markets for thermal conductivity
instruments and testing services total approximately $10 - $15 million annually.
The Group has also identified engineered materials, electronics and specialty
plastics industries as promising markets for the instruments. The Company
markets its Holometrix Micromet products and services in the U.S. and
internationally through the combination of a direct sales force and a network of
independent distributors and sales agents. The Company actively advertises its
Holometrix Micromet products in industry trade journals and also attends various
U.S. and international trade shows to promote its products and services.

HOLOMETRIX MICROMET DISTRIBUTION

Current products and test services are sold in North America directly from the
Company's offices in Bedford, Massachusetts. Sales for the Holometrix Micromet
Division amounted to 31% of total Company revenue for fiscal 2000. Domestic
sales and marketing are handled in-house by a staff of sales professionals and
an administrator. Overseas sales (primarily to Europe and the Far East) are
managed by through independent distributors and sales agents by a professional
staff. In addition to the internal sales force, testing services are sold by
individual project managers responsible for specific testing areas. Product
visibility is maintained through active participation in national and
international trade organizations, including the ASTM. Additional visibility is
maintained through advertising, exhibitions, informational mailings, technical
application notes and customer demonstrations.

THE COMPANY'S CUSTOMERS

During fiscal 2000, the Company had total revenues of approximately $8,558,166,
compared to $7,640,595 in fiscal 1999. One customer accounted for approximately
5% and 8% of sales in fiscal 2000 and 1999 respectively.

THE COMPANY'S BACKLOG

As of September 30, 2000, the Company's backlog for products and services
totaled $1,519,000, as compared to $718,000 in backlog as of September 30, 1999.
Included in the September 30, 2000 backlog is $405,000 of backlog associated
with the Monitek division, acquired effective July 1, 2000. Virtually all
backlog at September 30, 2000 is expected to be delivered before September 30,
2001.

THE COMPANY'S COMPETITION

The Company's competitive advantage lies in its ability to develop and produce a
broad spectrum of products in several different market niches. Competitive
factors include product performance, quality and reliability, ease of use,
marketing capability, distribution, service and support, and name recognition.
Competition is intense. In the Company's Process Analytical business segment,
the Tytronics Division's chemical process analyzer products experience direct
competition with Applicon Instruments BV, FPM Analytics, Inc., Ionics, Inc.,
Polymetron, Seres, and others. The Tytronics Division's potable water and waste
water analyzers experience direct competition from ABB Kent-Taylor Ltd., Aztec,
Bran & Luebbe Inc., Dr. Bruno Lange GmbH, Hach Company, pHox, Polymetron, Skalar
Inc., Seres, and others. The Company's Nametre Division's viscosity products
compete with Brookfield, Cambridge Applied Systems, Dynatrol, Hydramation,
Micromotion, Norcross, Solatron, Sofraser, and others. The Company's Monitek
Division competes with Hach Company, Great Lakes Instruments, NuSonics, Optek
GmbH, Wedgewood, and others.

                                       9
<PAGE>

The Company's Holometrix Micromet Instruments Division experiences direct
competition for its heat flow meters from Anter Corporation and LaserComp Inc.
Thermaflash has strong competition from Sinku Riko in the Far East, Netzsch
GmbH, Theta Industries and Anter Inc. in Europe and North America. The
Holometrix Micromet Testing Services Division competes as a broad-capability
independent laboratory performing thermal property studies. There are no other
known companies or laboratories that encompass the Division's entire
capabilities, however, many laboratories offer a subset of the Division's
services. Competitive contracts are awarded based on price, testing capability
and credibility of the test results. The following sample laboratories compete
in the market sectors indicated: Engineered Materials - Thermophysical
Properties Research Laboratory Inc., Anter Laboratories, Inc., The Edward Orton
Jr. Ceramic Foundation, Southern Research Institute, and Virginia Polytechnic
Institute; Insulations - Southern Research Institute, Sparrell Engineering
Research Corporation, and The Center for Applied Engineering; Government - Oak
Ridge National Laboratory and National Institute of Standards and Technology.

The market for scientific measuring instrumentation is also characterized by
extensive research and development and rapid technological change. Development
by others of new or improved products or technologies may make the Company's
products or proposed products obsolete or less competitive. The Company may be
required to devote substantial efforts and financial resources to increase its
existing product lines by developing new products and services. The Company can
give no assurance that its current or future products will remain or be
competitive in these areas.

RESEARCH AND DEVELOPMENT

The Company expended $675,379 and $621,661 on research and development or 8% of
sales, in each of fiscal 2000 and 1999. The Company expects that in fiscal 2001
its research and development expenditures will be approximately 7% of sales.

THE COMPANY'S PATENTS AND PROPRIETARY TECHNOLOGY

The Company develops proprietary information and technology, including software
programs, in the course of its research and development activities. Management
believes that patent and copyright protection are important, but less
significant than the technical competence and creative skills of the Company's
personnel, the performance and reliability of the Company's products and
competitive marketing, pricing and customer service.

In the Process Analytical business segment, the Tytronics Division holds three
patents, two in the area of sample capture methodologies, and one for a
particular form of spectrophotometric calibration. The Company's Nametre
Division owns four patents, including patents that cover the basic transducer
and electronics for viscosity measurement, the method and apparatus for
viscoelastic measurements, and the transducer for high viscosity measurements in
extruders. The Company's Monitek Division holds four patents, both acoustic and
optical, for detection of suspended solids and oils, and measurement of the
effects of aeration in a biomass. The patents expire in various years from 2001
to 2011.

In the Materials Characterization business segment, the Company's Holometrix
Micromet Division holds a recently granted patent that describes the unique
control of its new Lambda 2000 Series heat flow meter product line. The
Holometrix Micromet Division also holds two additional patents, both having to
do with sensors for cure monitoring. The patents expire from 2010 to 2016.

The Tytronics Division trademark is registered largely worldwide. The Nametre
Division owns three registered trademarks. The Monitek Division holds two
registered trademarks. The Holometrix Micromet Division holds three registered
trademarks. The Company believes that its trademarks are important, but not
essential to the conduct of the business.

GOVERNMENTAL REGULATIONS

There is presently no material government regulation with respect to the
Company's businesses and its development of products. The extent to which future
governmental regulations may regulate the Company's activities cannot be
predicted, and the Company may be subject to restrictions on allowable costs and
profits on U.S. government contracts and the export of its technology to other
countries as it seeks to expand further into foreign markets.

                                       10
<PAGE>

EMPLOYEES

As of September 30, 2000, the Company had 57 full-time equivalent employees,
including 50 full-time employees, four part-time employees, and six contract
employees, two of whom were part-time. Included in this number are 13 full-time
equivalent Monitek employees, of which 12 are full-time and two are part-time
employees. As of September 30, 1999, the Company had 53 full-time equivalent
employees, including 43 full-time employees, eight part-time employees, and nine
contract employees, five of whom were part-time. Most of the Company's employees
are highly skilled and the Company's continued success will depend, in part,
upon its ability to attract and retain such skilled employees. The Company has
never experienced a work stoppage, none of its employees are represented by a
labor organization, and the Company considers its relations with its employees
to be good.

ITEM 2.  DESCRIPTION OF PROPERTY.

The Company occupies approximately 15,200 square feet of production, research
and development, engineering, administrative and service facilities at 25
Wiggins Avenue in Bedford, Massachusetts. The Company occupies this facility
under a lease that expires September 30, 2002. The Company's rental expense for
this property in fiscal 2000 was approximately $149,120. The Company expects to
continue leasing of this property.

Previously, the Company's Nametre Division leased, on a month-to-month basis,
approximately 4,000 square feet of production, service, research and
development, engineering and administrative space at 101 Liberty Street,
Metuchen, New Jersey. With the consolidation of Nametre's manufacturing into
Bedford, Massachusetts, the Company relinquished its lease of the New Jersey
facility effective as of January 15, 2000. The Company's rental expense for this
property was approximately $7,936 in fiscal 2000.

Metrisa also leases approximately 3,000 square feet of manufacturing space in
Livermore, California on a month-to-month basis. The rent expense for this
location since the acquisition of Monitek on July 1, 2000, through September 30,
2000, was $8,640. The Company expects to reduce or relinquish its rental of this
property in February 2001. Metrisa GmbH leases approximately 6,000 square feet
of office and manufacturing space in Dusseldorf, Germany, pursuant to a lease
that expires in October 2001. The rent expense for this location since the
acquisition of Monitek on July 1, 2000, through September 30, 2000, was $16,385.
The Company expects to continue leasing of this property.

The Company's total rental expense for all of the above properties in fiscal
2000 was approximately $182,081.

The Company considers its facilities to be reasonably insured and adequate for
its foreseeable needs and believes that similar facilities are available in the
Boston, Massachusetts metropolitan areas at comparable rental rates.

Substantially all of the machinery and equipment used by the Company in its
operations is owned by the Company and management considers this equipment to be
in good condition. All of the machinery and equipment owned by the Company is
subject to a security interest in favor of Sentex Sensing Technology, Inc.,
which in turn is subordinated to the senior subordinated security interest of
Finova Mezzanine Capital, Inc. ("Finova"), formerly Sirrom Capital Corporation,
which is subject to a senior security interest in favor of Silicon Valley Bank,
to which both Finova's and Sentex Sensing Technology, Inc.'s interests are
subordinated.

ITEM 3.  LEGAL PROCEEDINGS

         There are no material pending legal proceedings to which the Company is
a party or to which any of its properties are subject.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of stockholders during the fourth
quarter of the Company's 2000 fiscal year.

                                       11
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The Company's Common Stock is not quoted in the over-the-counter
market. There currently does not exist an active trading market for the
Company's securities. The following table sets forth the range of high and low
bid quotations for the Company's Common Stock as reported by the National
Quotation Bureau of New Jersey.

Fiscal Year 2000                                            Low           High
----------------                                            ---           ----
First Quarter Ended December 31, 1999                   $0.6250        $1.1563
Second Quarter Ended March 31, 2000                      0.6250         1.0000
Third Quarter Ended June 30, 2000                        1.0000         3.0000
Fourth Quarter Ended September 30, 2000                  1.5000         2.0000

Fiscal Year 1999                                            Low           High
----------------                                            ---           ----
First Quarter Ended December 31, 1998                   $0.0625        $1.5000
Second Quarter Ended March 31, 1999                      0.6250         1.6250
Third Quarter Ended June 30, 1999                        0.6250         1.1563
Fourth Quarter Ended September 30, 1999                  1.1563         1.1563

----------

         These quotations represent prices between dealers and do not include
retail markups, markdowns or commissions and may not necessarily represent
actual transactions. There were 342 holders of record of the Company's
outstanding capital stock as of December 1, 2000.

         Since its organization, the Company has not paid any cash dividends on
its capital stock. The Board of Directors does not contemplate declaring any
dividends in the near future. Any declarations of dividends will be determined
by the Board of Directors in light of the conditions then existing, including
the Company's earnings, its financial condition and working capital needs, any
agreements restricting the payment of dividends, and other factors. Certain
agreements with the Company's financing sources include covenants which
currently restrict the Company from paying any cash dividends.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

SELECTED FINANCIAL DATA:
STATEMENT OF INCOME DATA                               2000            1999
                                                       ----            ----

Net sales                                            $8,558,166     $7,640,595
Net (loss)                                            ($248,255)   ($1,090,038)
Net (loss) per Common share-basic and diluted            ($0.20)        ($1.07)
Weighted average Common shares outstanding -
    basic and diluted                                 1,234,879      1,021,320

CONSOLIDATED BALANCE SHEET DATA
Working capital                                      $2,236,560     $1,545,799
Total assets                                         $7,457,083     $6,565,804
Long-term obligations, excluding current portion     $2,136,337     $2,071,541
Stockholders' Equity                                 $2,357,847     $1,676,228

OVERVIEW

         On May 1,1998, the Company (formerly Holometrix, Inc.) completed a
reorganization ("Reorganization") pursuant to which Tytronics Incorporated
("Tytronics"), the majority owner of the Company, and National Metal Refining
Company ("Nametre"), the majority owned subsidiary of the Company, were merged
into the wholly-owned subsidiary of the Company, Holometrix Acquisition Corp.,
which was followed by the merger of Holometrix Acquisition Corp. into the
Company. As part of this Reorganization, Holometrix changed its name to Metrisa,
Inc., and effected a 50:1 reverse stock split of its issued and outstanding
capital stock. In addition, the Company's Certificate of Incorporation was
amended to change its authorized common stock and par value to 2,000,000 shares
with a $.50 par value. On February 13, 1998, Tytronics acquired the assets of
Micromet Instruments Inc.

                                       12
<PAGE>

("Micromet"), and thus Micromet was also merged into Holometrix Acquisition
Corp., but as part of Tytronics. Although Metrisa is the surviving corporation,
because the shareholders of Tytronics obtained a majority of voting rights in
Metrisa, Tytronics is deemed to be the acquiring entity for accounting purposes.
Accordingly, the Reorganization has been accounted for as a recapitalization of
Tytronics and the acquisition by Tytronics of the minority interests of Metrisa
(formerly Holometrix) and Nametre under the purchase method of accounting in
accordance with Accounting Principles Board Opinion No. 16, Business
Combinations.

         Effective July 1, 2000, Metrisa Inc. acquired substantially all of the
assets of Monitek Technologies, Inc. ("Monitek"), a Delaware corporation and
Monitek GmbH, a Germany company and wholly-owned subsidiary of Monitek (together
with Monitek, the "Seller") relating to the Seller's optical and acoustic
instrument measurement business. The Purchased Assets were acquired by Metrisa
for aggregate consideration, determined by arms-length negotiation, of
$1,627,054, consisting of a cash payment in the amount of $500,000, issuance of
a promissory note in the amount of $425,655, the issuance of an aggregate of
160,000 shares of Metrisa common stock, $0.50 par value, valued at $2.37 per
share and the assumption of liabilities in the aggregate amount of $322,198.
Metrisa utilized its working capital reserves to fund the cash portion of the
purchase price for the Purchased Assets.

         Monitek is a manufacturer and marketer of liquid analysis products for
the chemical, petrochemical, refining, beverage and water markets, with
operations in Livermore, CA and Dusseldorf, Germany. Monitek's operations have
become part of Metrisa's process analytical business segment.

Results of Operations
---------------------

Fiscal Year Ended September 30, 2000 as compared to Fiscal Year Ended September
-------------------------------------------------------------------------------
 30, 1999
---------

Net sales for fiscal 2000 totaled $8,558,166, as compared to $7,640,595 in the
comparable period of 1999, an increase of $917,571. This increase of
approximately 12% is largely due to the inclusion of Monitek's sales of
approximately $897,000 in the Company's fourth quarter.

Cost of sales increased by $514,514, or 14% from $3,747,893 (49% of sales) to
4,262,407 (50% of sales) in the same period of fiscal 2000. This percentage
increase of 1% was a result of increased material content in certain Material
Characterization business segment products, coupled with the higher cost
assigned to finished goods and work-in process inventories acquired in
connection with the purchase of Monitek, offset by cost reductions associated
with the consolidation of Nametre's manufacturing in Bedford, MA.

Selling, general and administrative expenses decreased by $462,499, or 12%, from
$3,847,182 (50% of sales) to $3,524,781 (41% of sales). This decrease is
primarily due to cost reductions associated with Nametre's consolidation in
Bedford, MA, and lower levels of accounts receivable write-offs, offset by the
inclusion of Monitek's selling, general and administrative expenses. .

Research and Development increased by $53,718, or 9%, from $621,661 (8% of
sales) to $675,379 (8% of sales), primarily as the result of the inclusion of
Monitek's research and development expenses in the fourth quarter of the
Company's fiscal year.

In fiscal 1999, the Company incurred a restructuring charge of $149,288 as a
result of the closure of the Company's Nametre division in New Jersey, and
subsequent consolidation, in part, in the Company's Bedford, MA facility. This
consolidation began in the first quarter of fiscal 2000, and was largely
completed by the end of the second quarter of fiscal 2000. This restructuring
charge was primarily for employee severance and certain nonrecurring charges. As
of September 30, 2000, the remaining restructuring accrual was $10,350, to be
used for the balance of severance for a long-term employee.

Income from operations was $95,599 for fiscal 2000, compared to a loss from
operations of $725,429 in fiscal 1999. This income was primarily a result of
increased sales, decreased selling, general and administrative expense, and the
absence of a restructuring charge.

Net loss was $248,255 for fiscal 2000, compared to a net loss of $1,090,038 in
fiscal 1999 as a result of the matters discussed above.

                                       13
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Total assets at September 30, 2000 increased to $7,457,083 from $6,565,804 at
September 30, 1999, an increase of 891,279 or 14%. This increase in assets was
primarily caused by increases in accounts receivable, inventory and other assets
due to the Monitek acquisition, offset by small decreases in prepaid expenses
and equipment and fixtures. Cash decreased by $258,242 as the result of payments
associated with the Monitek acquisition, debt repayments, and the funding of
operating losses, offset by increased equity funding, and a modest increase in
senior bank debt.. Accounts receivable increased by $620,344, largely as a
result of Monitek's fourth quarter sales. Inventory increased by $499,709,
largely due to the inclusion of Monitek's inventory, offset by significant
reductions in the inventories of both the Process Analytical and Materials
Characterization business segments. Other assets increased by $71,222, due to
goodwill and capitalization of certain costs associated with the Monitek
acquisition, offset by increased amortization.

Total liabilities at September 30, 2000 increased to $5,099,236 from $4,889,576
on September 30, 1999, an increase of $209,660 or 4%. This increase in
liabilities was primarily due to increases in senior bank debt, accounts
payable, and accrued expenses, offset by a decrease in long term debt. Notes
payable to bank increased by $161,000, primarily in support of the Monitek
acquisition. Accounts payable increased by $98,284, primarily due to the
inclusion of Monitek's accounts payable. Accrued expenses increased by $81,483,
due to the inclusion of Monitek's accrued expenses, offset by costs applied to
the Nametre restructuring charge. Long term debt increased by $64,796, due to
the inclusion of debt associated with the Monitek acquisition, offset by
subordinated debt repayments.

Operating cash flows in fiscal 2000 were positive, amounting to $325,023,
compared to negative operating cashflow of $314,122 in fiscal 1999. Operating
cash flow equaled the sum of net losses of $248,255 plus changes in bad debt
reserves of $36,668, offset by depreciation and amortization of $389,571,
warrant amortization of $49,723, and changes in working capital, primarily a
reduction in inventory, of $170,652.

The Company funded increases in equipment and fixtures of $38,371, and had
increases in other assets of $8,567. The increases in equipment and fixtures
were primarily in computer equipment, and instruments for Holometrix Testing
Services. In addition, the Company paid $676,868 for the acquisition of
Monitek's assets, and the direct costs associated with this acquisition. All of
this resulted in net cash used in investing activities of $706,672.

The Company increased its line of credit by $161,000, and had net proceeds from
the sale of common stock of $363,908. It repaid long term debt of $345,273 and
made principal payments on its capital lease obligation of $17,994. As a result
of the above, net cash provided by financing activities was $161,641.

Notes Payable Line of Credit, Subordinated Debt Loans
-----------------------------------------------------

As of September 30, 1998, the Company was a party to a Silicon Valley Bank
combined line of credit and term loan of $1,750,000 secured by substantially all
of the assets of the Company. As of September 23, 1999, this line was decreased
to $1,250,000 through repayment and retirement of the $500,000 term loan. As of
September 23, 2000, this line of credit was extended under substantially the
same terms. Advances under this line cannot exceed 75% of the Company's eligible
accounts receivable plus 20% of inventory, as defined. All outstanding amounts
are payable on demand and advances are contingent upon maintaining certain
covenants relative to cash balances and borrowing availability under the line of
credit. As of September 30, 2000, total advances under this line of credit were
$649,938, compared to total advances under the combined line of credit and term
loan of $488,938 as of September 30, 1999. As of September 30, 2000, the Company
was in compliance with all covenants on this line of credit.

As of September 29, 1998, the Company was party to a $2,000,000 subordinated
debt financing agreement with Finova secured by substantially all of the assets
of the Company, but subordinated to the Silicon Valley Bank financing. This loan
is due in full September 30, 2003, with interest-only payments for the first two
years, and partial payments beginning October 1, 2000. This financing requires
maintenance of covenants in which the ratio of long term debt (excluding current
portion) to EBITDA cannot exceed certain levels, and in which the ratio of
EBITDA to net interest must exceed certain levels. As of September 30, 2000, the
Company was in compliance with all covenants associated with this subordinated
debt financing.

As of July 1, 2000, the Company incurred additional subordinated debt of
$425,655, in conjunction with the Monitek acquisition, payable to the parent of
the seller, Sentex Sensing Technology, Inc. This loan is secured by
substantially all of the assets of the Company, but is subordinated to both
Silicon Valley Bank's and Finova's financings. This

                                       14
<PAGE>

loan is due in full on June 30, 2005, with interest-only payments for the first
year, and with monthly partial payments beginning July 1, 2001.

MTDC Subordinated Debt Loan
---------------------------

On January 11, 2000, the Company entered into an agreement with an existing
shareholder and subordinated debt lender, Massachusetts Technology Development
Corporation ("MTDC"), and Finova. MTDC was the holder of a subordinated
promissory note for $450,000, due November 23, 1999. Under the agreement, MTDC
converted $225,000 of the promissory note into 94,937 shares of the Company's
common stock, at a conversion price of $2.37 per share, and the Company repaid
the remaining balance on the promissory note of $225,000. The Company also
repaid $100,000 of the $2,000,000 Finova subordinated promissory note and issued
a warrant to Finova for 4,310 shares of the Company's common stock, at a price
of $0.50 per share.

In connection with this agreement, existing stockholders, including an officer,
purchased additional equity of 116,939 shares of common stock for $277,145, at a
price of $2.37 per share. In addition, directors of the Company, including
officers, exercised options for 32,843 shares of the Company's common stock for
$47,895. As a result of this transaction, outstanding common stock increased
from 1,020,747 to 1,265,193 and warrants and options outstanding decreased from
699,064 to 505,717.

Other Company Initiatives
-------------------------

The Company expects to continue to invest in enhanced sales and marketing
efforts, new product development, and the development of strategic
relationships, including licensing, acquisitions, mergers, or OEM agreements.
Management believes that operating capital, the line of credit from Silicon
Valley Bank, the remaining funds from the $2,000,000 subordinated debt financing
from Finova, plus the subsequent financing agreement among current investors,
MTDC and Finova, will provide sufficient capital to maintain stable Company
operations throughout fiscal 2001. The Company believes that its strategic
initiatives, the completed Nametre re-structuring, other costs savings, and the
Monitek acquisition, will provide stable Company operations for the foreseeable
future. However, there can be no assurance that additional or adequate
profitability and operating funds will be generated as a result of such cost
reductions or that strategic relationships will materialize, or that additional
funding, if required, can be obtained on acceptable terms.

New Accounting Pronouncements
-----------------------------

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (SFAS 133). SFAS 133, which is effective, as amended,
for all quarters in fiscal years beginning after June 15, 2000, establishes
accounting and reporting standards for derivative financial instruments and
hedging activities related to those instruments, as well as other hedging
activities. As the Company does not currently engage in derivative or hedging
activities, the Company does not expect the adoption of this standard to have a
significant impact on the Company's consolidated financial statements.

In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB 101"),
"Revenue Recognition in Financial Statements." SAB 101 summarizes certain of the
SEC's views in applying generally accepted accounting principles to revenue
recognition in financial statements. In March 2000, the SEC issued SAB 101A, to
defer for one quarter the effective date of implementation of SAB No. 101 with
earlier application encouraged. In June 2000, the SEC issued SAB 101B which
defers the effective date of implementation of SAB 101 to the Company's fourth
fiscal quarter of fiscal 2001. The Company is currently evaluating the impact
that SAB 101 will have on its financial reporting requirements.

In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, or FIN No. 44, "Accounting for Certain Transactions
Involving Stock Compensation." This Interpretation clarifies the application of
APB Opinion No. 25, "Accounting for Stock Issued to Employees" and is generally
effective July 1, 2000, with certain conclusions in this Interpretation covering
specific events that occur after either December 15, 1998, or January 12,2000.
To the extent that this Interpretation covers events occurring during the period
after December 15, 1998, or January 12, 2000, but before the effective date of
July 1, 2000, the effects of applying this interpretation are recognized on a
prospective basis from July 1, 2000. The Company believes the adoption of FIN
No. 44 will not have a material impact on its financial position, results of
operations or cash flows.

                                       15
<PAGE>

Disclosures About Market Risk

         Foreign Currency Exchange Risk. The value of the U.S. dollar affects
the Company's financial results. During fiscal 2000 the Company's sales revenue
included $513,685 derived from sales of Metrisa GmbH, which are denominated in
German marks. Changes in exchange rates may positively or negatively affect the
Company's consolidated revenues, gross margins, and operating expenses, as
expressed in U.S. dollars.

YEAR 2000 ("Y2K")

In prior periods, the Company discussed the nature and progress of its plans to
become Year 2000 ready. In late 1999 the Company completed its remediation and
testing of systems. As a result of those planning and implementation efforts,
the Company experienced no significant disruptions in mission critical
information technology and non-information technology systems and believes those
systems successfully responded to the Year 2000 date change. The Company
expensed approximately $100,000 during 1999 in connection with remediating its
systems. The Company is not aware of any material problems resulting from Year
2000 issues, either with its products, its internal systems, or the products and
services of third parties. The Company will continue to monitor its products,
its mission critical computer applications and those of its suppliers and
vendors throughout the year 2000 to ensure that any latent Year 2000 matters
that may arise are addressed promptly.


























                                       16
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.

     The Company's consolidated financial statements and the related auditors'
report are presented on pages F-1 through F-21. The financial statements filed
in this Item 7 are as follows:

Item                                                                   Page

Reports of Independent Accountants                                     F1-F2

Balance Sheets - September 30, 2000 and 1999                           F3

Statements of Income for the years ended
September 30, 2000 and 1999                                            F4

Statements of Stockholders' Equity for the years ended
September 30, 2000 and 1999                                            F5

Statements of Cash Flows for the years ended
September 30, 2000 and 1999                                            F6

Notes to Financial Statements                                          F7-F24

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

     None.











                                       17
<PAGE>

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The following is a list of the directors and executive officers of the Company
as of December 1, 2000:

Name                          Age        Position
----                          ---        --------

John E. Wolfe                 62         President, Treasurer, CFO and Director
Richard Mannello              43         Vice President & General Manager
Joseph J. Caruso              57         Director
Joaquim S. S. Ribeiro         64         Director
Salvatore J. Vinciguerra      62         Director
Emile Sayegh                  46         Vice President and Director
Eric F. Mooney                69         Vice President

        Each director is elected to hold office until the next annual meeting of
stockholders, and until his successor is elected and duly qualified. Executive
officers are elected by the Board of Directors and hold office until their
successors are chosen and qualified, subject to earlier removal by the Board of
Directors.

        Mr. Wolfe joined the Company as a Director in November 1994 and was
elected President and Treasurer of the Company in February 1995. From 1987 to
May 1998, Mr. Wolfe was also President and Chief Executive Officer and a
Director of Tytronics Incorporated, the Company's former parent company.
Previously, Mr. Wolfe was employed by EG&G's (now Perkin Elmer's) Fluid
Components Technology Group, serving as Senior Vice President, Western
Hemisphere Operations, and Vice President and General Manager, Engineered
Products Division. Mr. Wolfe is also a Director of Colorado MEDtech, in Boulder,
Colorado, a publicly held medical products company. Until May 1999 he was a
member of the Board of Trustees of Bryant College in Smithfield, Rhode Island,
and was most recently Chairman of that Board. Mr. Wolfe is also currently a
member of the Board of Directors of Jobs For The Future. Mr. Wolfe holds a B.S.
in Electrical Engineering from Worcester Polytechnic Institute, an S.M., as a
Sloan Fellow, from the Massachusetts Institute of Technology, and he has
completed the Advanced Management Program at the Harvard Business School.

        Mr. Mannello joined the Company as Director, Marketing, Sales and
Engineering in November 1995. He was elected Vice President and General Manager
in November 1996. Previously Mr. Mannello was Manager of Marketing at Loral
Infrared and Imaging Systems from 1990 to 1995. Prior to 1990, Mr. Mannello was
Manager of Marketing for Honeywell Electro-Optics Division. Mr. Mannello holds a
Master of Business Administration from Boston University and a B.S. in Optics
from the University of Rochester Institute of Optics.

        Mr. Caruso joined the Company as a Director in 1994, and was engaged by
the Company as Acting President from June 1993 until January 1995. Mr. Caruso is
also President of The Bantam Group, Inc. ("Bantam"), a business advisory
organization founded in 1986. He has more than twenty years of general
management, marketing, and financial experience in several high technology
companies, including marketing, manufacturing, and financial roles at Teradyne,
Inc., a manufacturer of automatic test systems, corporate planning at Autex,
Inc., a provider of block trading information for brokers and institutions, and
President and CEO of Cyborg Corporation, a supplier of laboratory and factory
automation systems. In recent years, he has served as interim CEO for companies
in need of strategic change and has served as personal advisor to numerous
company presidents. Mr. Caruso is presently a member of the board of directors
of Micro E Systems., ACT Medical, Inc., Twisted Systems, Wwwhoosh, Inc., Zentox
Corp. and Boston Restaurant Associates. Mr. Caruso holds a B.S. in Electrical
Engineering from Northeastern University and a Master of Business Administration
degree from the Harvard Business School.

        Mr. Ribeiro joined the Company as a Director in 1994, and since January
2000 he has been employed as the Director of Finance and Administration of the
Northfield Mount Hermon School.. From 1993 through 1999 Mr. Ribeiro was a
self-employed management consultant. During 1992 and 1993, he served as
vice-chairman of Multibank Financial Corp., a public bank holding company now
part of BankBoston, and also as director and interim president of HMO Central
Massachusetts Health Care, now part of Healthsource/Cygna Healthcare. From 1989
to 1992, he served as general manager of the law firm of Bowditch & Dewey, LLP.
Mr. Ribeiro holds a B.S. in

                                       18
<PAGE>

Aeromechanics from Worcester Polytechnic Institute and an M.B.A. in Economics
and Finance from Clark University.

        Mr. Sayegh is one of the original founders of Tytronics Incorporated and
has twenty years of combined experience in both research and product
development. He has personally directed and designed many successful products in
the field of laboratory and process instrumentation. Previously, he was employed
by Orion Research as project leader and principal engineer. Mr. Sayegh holds a
Bachelor's Degree in Mechanical Engineering from the College of Arts and
Sciences, Lebanon, a B.S. in Electrical Engineering from Northeastern University
and has done graduate study in Computer Science.

        Mr. Vinciguerra has been a Director of the Company since February of
1995. He has been President and Chief Executive Officer of Goddard Industries,
Inc. since October of 1998. Prior to that he was President of FerroFluidics
Corporation from 1995 until 1998, and its Chief Executive Officer and a Director
from 1996 until 1998. From 1991 until 1994, Mr. Vinciguerra served as President
and Chief Executive Officer of Staveley, Inc., the U. S. operating arm of
Staveley Industries, plc. From 1985 until 1989, he served as President and Chief
Operating Officer of Instron Corporation, which he initially had joined in 1969.
Mr. Vinciguerra is also a member of the Board of Directors of FSC Corporation
(formerly Carr Separations, Inc.), Photran Corporation (formerly Saphikon
Corporation), the Japan Society of Boston, and the Collaborative Laboratory
Charter School in Boston, Mass. Mr. Vinciguerra holds a B.S. in Engineering from
Princeton University and a Master of Business Administration degree from the
Harvard Business School.

        Dr. Mooney has over 40 years' experience in the field of process
analyzers in the chemical and water industries. His experience includes work at
Imperial Chemical Industries, Ltd., Managing and Technical Director of Anacon
Instruments Ltd., Director of Anacon, GmbH, and Corporate Technical Director of
Anacon, Inc. Dr. Mooney formed and was President of Spectral Analysis
Corporation until joining Tytronics in 1990. His academic positions include
Senior Lecturer in Instrument Spectroscopy at the University of Birmingham. Dr.
Mooney is the author of over 200 published papers and is a Senior Member of the
Instrument Society of America, a Fellow of the Royal Institute of Chemistry, a
Fellow of the American Chemical Society, and Vice Chairman of CITAC (Committee
for Traceability in Analytical Chemistry). He holds a B.Sc. & Ph.D. from the
University of London in the UK and a D.Sc. from the University of Birmingham in
the UK.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

        Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and officers, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission (the "SEC"). Such persons are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.

        All requirements under Section 16(a) of the Exchange Act for officers
and directors of the Company and beneficial owners of more than 10% of any class
of the Company's equity securities have been met for the fiscal year ended
September 30, 2000. The information set forth above is based solely on the
Company's review of the copies of such forms received by it or written
representations from certain reporting persons.

DIRECTORS' COMPENSATION

        The Company does not pay directors for their Board or committee
services; however, non-employee directors of the Company are paid $750 per
meeting attended in lieu of reimbursement for reasonable expenses of attending
Board meetings. In addition, non-employee directors have, in the past, been
granted options to purchase shares of the Company's Common Stock. During the
fiscal year ended September 30, 2000, each of Joaquim S.S. Ribeiro and Salvatore
J. Vinciguerra were granted options to purchase 4,000 shares of the Company's
Common Stock at an exercise price of $2.37 per share. Such options are fully
vested and are exercisable for ten years from the date of grant.

INDEMNIFICATION

        The Company's Certificate of Incorporation includes a provision that
eliminates the personal financial liability of the Company's directors to the
Company or its stockholders for breach of duty as a director, except in

                                       19
<PAGE>

situations where there has been a breach of the duty of loyalty, a failure to
act in good faith, intentional misconduct or a knowing violation of the law, an
improper personal benefit derived by a director from a transaction or a willful
or negligent unlawful payment of dividends or unlawful purchase or redemption of
the Company's stock. In addition, the Company's bylaws include provisions to
indemnify its officers and directors and other persons against expenses,
judgments, fines and amounts paid in settlement in connection with threatened,
pending or completed suits or proceedings against such person by reason of
serving or having served as officers, directors or in other capacities, except
in relation to matters with respect to which such persons shall be determined to
not have acted in good faith, lawfully or in the best interests of the Company.
With respect to matters as to which the Company's officers and directors and
others are determined to be liable for misconduct or negligence in their
performance of their duties, the Company's bylaws provide for indemnification
only to the extent that the Company determines that such person acted in good
faith and in a manner not opposed to the best interests of the Company. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the
"Act") may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the SEC, such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.




















                                       20
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION.

        The following table sets forth certain information with respect to the
annual and long-term compensation for services in all capacities to the Company
for the fiscal years ended September 30, 2000, September 30, 1999 and September
30, 1998, of those persons who were (i) the Company's Chief Executive Officer
during the fiscal year ended September 30, 2000, and (ii) other executive
officers of the Company as of September 30, 1999, who received total cash and
bonus compensation in excess of $100,000 (the "Named Officers") during fiscal
year 2000.

<TABLE><CAPTION>
                                                      EXECUTIVE COMPENSATION
                                                      ----------------------

                                                                                                      Securities
     Name and                                                               Other       Restricted  Underlying All      Other
     --------                                  Salary         BONUS     Compensation       Stock     Options/SARs    Compensation
Principal Position              Year            ($)            ($)           ($)           Award         (#)             ($)
------------------              ----          -------         ------      ---------      ---------      ------         -------

<S>                             <C>           <C>              <C>            <C>          <C>            <C>            <C>
John E. Wolfe                   2000          148,888          8,000          n/a          n/a            n/a            n/a
President, Treasurer
& CFO

Eric F. Mooney                  2000           82,197         34,093          n/a          n/a            n/a            n/a
Vice President

Richard Mannello                2000          112,502          3,300          n/a          n/a            n/a            n/a
Vice President and
General Manager

Emile Sayegh                    2000          105,245         10,000          n/a          n/a            n/a            n/a
Vice President

John E. Wolfe                   1999          126,000          6,800          n/a          n/a            100(1)         n/a
President, Treasurer
& CFO

Richard Mannello                1999          104,569         15,125          n/a          n/a          6,000(1)         n/a
Vice President and
General Manager

Emile Sayegh                    1999           90,825            500          n/a          n/a          2,132(1)         n/a
Vice President

John E. Wolfe                   1998          140,171          6,000          n/a          n/a            n/a            n/a
President , CEO

Richard Mannello                1998           94,312            n/a          n/a          n/a            n/a            n/a
Vice President and
General Manager

Emile Sayegh                    1998           99,945          5,500          n/a          n/a            n/a            n/a
Vice President

--------------------

     (1)    Represents the grant of options to purchase shares of the Company's common stock which vest over
            a period of four years from the date of grant.
</TABLE>

        There were no option grants to any of the Named Officers in the
compensation table during the Company's fiscal year ended September 30, 2000.

        The following table sets forth information concerning option exercises
during fiscal 2000 and the value of unexercised options as of September 30,
2000.

                                       21
<PAGE>

<TABLE><CAPTION>
                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

                                                            # of Unexercised
                         # Shares                         Options at Sept. 30,       $ Value of Unexercised
                        Acquired on        $ Value         2000 (Exercisable/       Options at Sept. 30, 2000
      Name                Exercise        Realized 1         Unexercisable)       (Exercisable/Unexercisable) 1
      ----                --------        ----------         -------------        -----------------------------
<S>                       <C>              <C>                <C>                           <C>
John E. Wolfe              5,554            3,277                12,431/0                     9,785/0

Eric F. Mooney            23,410           25,049                 4,728/0                     2,788/0

Richard Mannello               0                0             7,600/4,400                 3,108/2,052

Emile Sayegh               2,777            1,638             5,944/1,279                   4,304/729
--------------------

1 Value is based on the difference between option exercise price and the fair market value at fiscal 2000
year-end, multiplied by the number of shares underlying the option.
</TABLE>

CONSULTING AGREEMENT

        The Company and Bantam Group, Inc. are parties to a consulting agreement
effective June 6, 1993, which continues month-to-month unless terminated by
either party on thirty days' notice. Pursuant to this agreement, Bantam was paid
$5,000 per month, until March 31, 2000, and $2,000 per month thereafter, during
fiscal 2000. Mr. Caruso, a director of the Company, is also president of The
Bantam Group, Inc.

1991 STOCK PLAN

        On March 26, 1991, the Board of Directors adopted the 1991 Stock Plan
(the "1991 Plan"), which was approved by the stockholders on March 25, 1992. The
purpose of the 1991 Plan is to provide incentives to officers, directors,
employees and consultants of the Company. Under the 1991 Plan, officers and
employees of the Company may be granted "incentive stock options" ("ISO" or
"ISOs"). Directors, officers, employees and consultants of the Company may be
granted options which do not qualify as ISOs ("Non-Qualified Option" or
"Non-Qualified Options") and, in addition, such persons may be granted awards of
stock in the Company ("Awards") and opportunities to make direct purchases of
stock in the Company ("Purchases"). Options, Awards and Purchases are referred
to as "Stock Rights".

        The 1991 Plan is administered by the Compensation Committee
("Committee"), currently consisting of Messrs. Vinciguerra and Caruso. Mr.
Caruso is a former executive officer of the Company.

        Subject to the terms of the 1991 Plan, the Committee has the authority
to determine the persons to whom Stock Rights shall be granted (subject to
certain eligibility requirements for grants of ISOs), the number of shares
covered by each such grant, the exercise or purchase price per share, the time
or times at which Stock Rights shall be granted, and other terms and provisions
governing the Stock Rights, as well as the restrictions, if any, applicable to
shares of Common Stock issuable upon exercise of Stock Rights. The Committee
also has the authority to determine the duration and vesting rate of each option
and whether restrictions such as repurchase rights of the Company are to be
imposed on shares of stock subject to Stock Rights. The Committee has the
authority to interpret the 1991 Plan and to prescribe and rescind regulations
pertaining to it.

        ISOs under the 1991 Plan may be granted to any employee of the Company.
As of September 30, 2000, the Company had 57 full time equivalent employees.
Only those officers and directors of the Company who are employees may be
granted ISOs under the 1991 Plan. In no event may the aggregate fair market
value (determined on the date of grant of an ISO) of Common Stock for which ISOs
granted to any employee are exercisable for the first time by such employee
during any calendar year (under all stock option plans of the Company) exceed
$100,000. Otherwise, there is no restriction as to the maximum or minimum amount
of options an employee may receive. Non-Qualified Options, awards and purchases
may be granted to any director, officer, employee or consultant of the Company,
other than members of the Committee.

                                       22
<PAGE>

        The exercise price per share of ISOs granted under the 1991 Plan cannot
be less than the fair market value per share of the Common Stock on the date of
grant, or, in the case of ISOs granted to employees holding more than 10% of the
total combined voting power of all classes of stock of the Company, 110% of the
fair market value per share of the Common Stock on the date of grant. The
exercise price per share of Non-Qualified Options granted under the 1991 Plan
cannot be less than the lesser of the book value per share of Common Stock as of
the end of the preceding fiscal year, or 50% of the fair market value per share
of Common Stock on the date of grant.

        The 1991 Plan requires that each option shall expire on the date
specified by the Committee, but not more than ten years from its date of grant
in the case of ISOs and ten years and one day in the case of Non-Qualified
Options. However, in the case of any ISO granted to an employee owning more than
10% of the total combined voting power of all classes of stock of the Company,
such ISO shall expire on the date specified by the Committee, but not more than
five years from its date of grant.

        Stock Rights granted under the 1991 Plan provide for full payment of the
purchase price therefor either (a) in United States dollars in cash or by check,
or (b) at the discretion of the Committee, through delivery of shares of Common
Stock having a fair market value equal to, as of the date of the exercise, the
cash exercise price of the Stock Right, or (c) at the discretion of the
Committee, by delivery of the grantee's personal recourse note bearing interest
payable not less than annually at no less than 100% of the lowest applicable
Federal rate, as defined in Section 1274(d) of the Code, or (d) at the
discretion of the Committee, by any combination of (a), (b) and (c) above. By
allowing at the discretion of the Committee, payment of the exercise price by
delivering shares of the Company, the 1991 Plan permits the "pyramiding" of
shares. Pyramiding occurs when the option holder in a series of successive
transactions uses the shares received upon the prior exercise of an option to
purchase additional shares under further outstanding options. A participant can
thereby substantially increase his equity ownership in the Company without a
significant contribution.

        The 1991 Plan authorizes the grant of Stock Rights to acquire 240,000
shares of Common Stock. Pursuant to the terms of the 1991 Plan, shares subject
to options, which for any reason expire or are terminated unexercised as to such
shares may again be the subject of a grant under the 1991 Plan.

        Options to purchase an aggregate of 29,250 shares of Common Stock were
granted under the 1991 Plan during fiscal 2000 fiscal and 25,340 options were
canceled during fiscal 2000. As of September 30, 2000, options to purchase
107,351 shares of Common Stock were issued and unexercised and had been granted
under the 1991 plan, and options for 56,103 shares granted under the 1991 Plan
had been exercised.

        In addition, the Company has outstanding certain options that were
originally granted to former directors and a consultant of Tytronics
Incorporated, the former parent of the Company. These options were converted
into options to purchase shares of the Company's Common Stock in connection with
the Reorganization and are not subject to the 1991 Plan. These options include
an option to purchase 18,512 shares of Common Stock held by each of Joseph J.
Caruso, a director of the Company and a former director of Tytronics
Incorporated, and Bantam Group, Inc. and an option to purchase 4,628 shares of
the Company's Common Stock held by Alan Robertson, a former director of
Tytronics Incorporated.








                                       23
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

        The following table sets forth as of December 1, 2000, to the knowledge
of the Company, the ownership of the Company's 1,448,273 outstanding shares of
Common Stock by (i) each person who is known by the Company to own of record or
beneficially more than five percent (5%) of the outstanding shares of the
Company's Common Stock, (ii) each of the Company's Directors and executive
officers, and (iii) all Directors and officers as a group. Except as otherwise
indicated, to the knowledge of the Company, the stockholders listed below have
sole voting and investment power with respect to the shares indicated.

<TABLE><CAPTION>

Name                                                         Number of Shares            Percentage
of Beneficial Owner                                        Beneficially Owned            of Class(1)
-------------------                                        ------------------            -----------
<S>                                                                   <C>                     <C>
The Bantam Group, Inc.(2)                                             102,915                 6.9%

Joseph J. Caruso(3)                                                   130,684                 8.9%

Richard Mannello(7)                                                     9,600                 0.7%

Massachusetts Technology Development Corporation                      137,095                 9.5%

Sentex Sensing Technology, Inc.                                       160,000                  11%

Eric F. Mooney(4)                                                      27,868                 1.9%

Joaquim S. S. Ribeiro(5)                                               45,460                 3.1%

Emile Sayegh(6)                                                       101,708                 7.0%

Finova Mezzanine Capital, Inc.(7)                                     148,048                 9.3%

Edward J. Stewart, III(8)                                             122,645                 8.4%

Salvatore J. Vinciguerra(9)                                            19,000                 1.3%

John E. Wolfe(10)                                                     280,899                19.0%

All Officers and Directors as a group (7 persons)                     615,219                35.5%
--------------------
</TABLE>


(1) Pursuant to the rules of the Securities and Exchange Commission, shares of
Common Stock which an individual or group has a right to acquire within 60 days
of this statement pursuant to the exercise of presently exercisable or
outstanding options, warrants or conversion privileges are deemed to be
outstanding for the purpose of computing the percentage ownership of such
individual or group, but are not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person shown in the table.

(2) Joseph J. Caruso, a Director of the Company, is also President of The Bantam
Group, Inc., and has sole voting and investment power with respect to the
102,915 shares of Common Stock beneficially owned by Bantam Group, Inc.

(3) Stated shares include 102,915 shares of Common Stock beneficially owned by
Bantam Group, Inc. 56,339 shares of Common Stock beneficially owned by Mr.
Caruso are issuable upon the exercise of currently outstanding stock options or
warrants.

(4) Of the 27,868 shares beneficially owned by Dr. Mooney, 4,728 are issuable
upon the exercise of currently outstanding stock options.

(5) 19,884 shares of Common Stock beneficially owned by Mr. Ribeiro are issuable
upon the exercise of currently outstanding stock options or warrants.

(6) 6,370 shares of Common Stock beneficially owned by Mr. Sayegh are issuable
upon the exercise of currently outstanding stock options or warrants.

                                       24
<PAGE>

(7) Issuable upon the exercise of currently outstanding stock options.

(8) Of the 122,645 shares of Common Stock beneficially owned by Mr. Stewart,
64,793 shares and 41,653 shares, respectively, are owned of record by Corning
Partners II, L.P. and Corning Partners III, L.P. Mr. Stewart is the managing
general partner of the general partner of Corning Partners II, L.P. and Corning
Partners III, L.P. Includes 6,942 shares of Common Stock issuable upon the
exercise of currently outstanding warrants.

(9) 6,000 shares of Common Stock beneficially owned by Mr. Vinciguerra are
issuable upon the exercise of currently outstanding options.

(10) Of the 280,899 shares of Common Stock beneficially owned by Mr. Wolfe,
26,315 shares are issuable upon the exercise of currently outstanding stock
options or warrants.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        The Company and Bantam Group, Inc. are parties to a consulting agreement
effective June 6, 1993, which continues month-to-month unless terminated by
either party on thirty days' notice. Pursuant to this agreement, Bantam was paid
$5,000 per month, until March 31, 2000, and $2,000 per month thereafter, during
fiscal 2000. Mr. Caruso, a director of the Company, is also president of The
Bantam Group, Inc.

        Effective September 30, 1998, the Company entered into a Loan Agreement
(the "Loan Agreement") with Sirrom Capital Corporation, which was assigned to
Finova Mezzanine Capital, Inc., pursuant to which the Company borrowed
$2,000,000 from Finova pursuant to a Secured Promissory Note. In connection with
the Loan Agreement, the Company issued a stock purchase warrant to Finova to
purchase an aggregate of 143,738 shares of the Company's Common Stock at an
exercise price of $.50 per share. On January 11, 2000, the Company entered into
an amended agreement with Finova that resulted in the issuance of an additional
warrant for 4,310 shares of the Company's Common Stock at an exercise price of
$.50 share, and the prepayment of $100,000 of principal owed to Finova.

        On January 11, 2000, the Company entered into an agreement with MTDC,
pursuant to which $225,000 of the $450,000 obligation owed by the Company to
MTDC, was repaid, and the remaining $225,000 of this obligation was converted
into 94,937 shares of the Company's Common Stock at a conversion price of $2.37
per share. In connection with this agreement, warrants for 164,814 shares of the
Company's Common Stock, previously issued to MTDC, were cancelled.

        In connection with the Company's agreements with Finova and MTDC on
January 11, 2000, the Company sold an aggregate of 116,939 shares of the
Company's Common Stock at a price of $2.37 per share, including 108,439 shares
sold to the Company's President & Chief Executive Officer, John E. Wolfe, and
his spouse.









                                       25
<PAGE>

PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

        (a) List of Exhibits: The following exhibits are filed as a part of this
Annual Report on Form 10-KSB or incorporated by reference.

        3.01 Certificate of Incorporation, as amended, including Certificates of
Designation for the terms of the Series A and Series B Preferred Stock (filed as
exhibit 3.01 to Form 10-K dated December 27, 1991 and incorporated by
reference).

        3.02 Bylaws (filed as Exhibit 3d to Registration Statement No.
33-13027-B on Form S-18 and incorporated by reference).

        10.01 1987 Stock Option Plan (filed as Exhibit 10f to Registration
Statement No. 33-13027-B on Form S-18 and incorporated by reference).

        10.02 1991 Stock Plan, as amended (filed as exhibit 10.02 to Form 10-K
dated December 27, 1991 and incorporated by reference).

        10.03 Form of Incentive Stock Option Agreement under 1991 Stock Plan
(filed as exhibit 10.03 to Form 10-K dated December 27, 1991 and incorporated by
reference).

        10.04 Form of Non-qualified Stock Option Agreement under 1991 Stock Plan
(filed as exhibit 10.04 to Form 10-K dated December 27, 1991 and incorporated by
reference).

        10.05 Lease dated October 1, 1991 between Holometrix, Inc. and
Springfield Institute for Savings (the "Lease") for the premises at 25 Wiggins
Avenue, Bedford, Massachusetts (filed as exhibit 10.11 to Form 10-K dated
December 27, 1991 and incorporated by reference).

        10.06 First amendment of Lease dated August 19, 1993 between Holometrix,
Inc. and Opta Food Ingredients, Inc. (the successor in interest to Springfield
Institution for Savings), for the premises at 25 Wiggins Avenue, Bedford,
Massachusetts (filed as exhibit 10.12 to Form 10-KSB dated December 27, 1995 and
incorporated by reference).

        10.07 Consulting Agreement between Holometrix, Inc., Corning Partners
II, L.P., Corning Partners III, L.P., and Bantam, dated June 7, 1993 (filed as
exhibit 10.21 to Form 10-KSB dated September 8, 1994 and incorporated by
reference).

        10.08 Letter Agreement between Silicon Valley Bank and Holometrix, Inc.
dated December 22, 1994 (filed as exhibit 10.33 to Form 10-KSB dated December
27, 1995, and incorporated herein by reference).

        10.09 Promissory Note dated December 22, 1994 in the original principal
amount of $350,000 executed by Holometrix, Inc. (filed as exhibit 10.34 to Form
10-KSB dated December 27, 1995, and incorporated herein by reference).

        10.10 Loan Modification Agreement dated August 14, 1995 between
Holometrix, Inc. and Silicon Valley Bank (filed as exhibit 10.35 to Form 10-KSB
dated December 27, 1995, and incorporated herein by reference).

        10.11 Third Amendment of Lease between Opta Food Ingredients, Inc. and
Holometrix, dated September 30, 1996 (filed as exhibit 10.36 to Form 10-KSB
dated December 29, 1996, and incorporated herein by reference).

        10.12 Unconditional Guaranty dated July 24, 1997 issued by the Company
to Silicon Valley Bank (filed as Exhibit 10.37 to Form 10-KSB dated December 29,
1997, and incorporated herein by reference).

        10.13 Loan Agreement dated September 30, 1998 between Sirrom
Investments, Inc. and the Company (filed as Exhibit 10.13 to Form 10-K dated
December 28, 1998, and incorporated herein by reference).

        10.14 Secured Promissory Note issued by the Company to Sirrom
Investments, Inc. dated September 30, 1998 (filed as Exhibit 10.14 to Form 10-K
dated December 28, 1998, and incorporated herein by reference).

                                       26
<PAGE>

        10.15 Stock Purchase Warrant issued by the Company to Sirrom
Investments, Inc. dated September 30, 1998 (filed as Exhibit 10.15 to Form 10-K
dated December 28, 1998, and incorporated herein by reference).

        10.16 Loan Modification and Assumption Agreement between the Company and
Silicon Valley Bank dated July 23, 1998 (filed as Exhibit 10.16 to Form 10-K
dated December 28, 1998, and incorporated herein by reference).

        10.17 Second Loan Modification Agreement between the Company and Silicon
Valley Bank dated September 23, 1998 (filed herewith).

        10.18 Third Loan Modification Agreement between the Company and Silicon
Valley Bank dated March 30, 1999 (filed herewith).

        10.19 Fourth Amendment of Lease between Opta Food Ingredients, Inc. and
the Company dated September 30, 1999 (filed herewith).

        10.20 Asset Purchase Agreement by and among Metrisa, Inc., Metrisa GMBH,
Sentex Sensing Technology, Inc., Monitek Technologies, Inc., Monitek GMBH, and
CPS Capital, LTD, dated as of March 14, 2000 (filed with Metrisa's Form 10-QSB
for the fiscal quarter ended March 31, 2000) incorporated herein by reference.

        27    Financial Data Schedule (filed herewith).


        (b) Reports on Form 8-K. The following reports on Form 8-K were filed by
the Company during the Company's fiscal quarter ended September 30, 2000:

1.   Form 8-K dated July 13, 2000 reporting the acquisition of the assets of
Monitek Technologies, Inc. ("MTI") and Monitek GMBH ("MGMBH");

2.   Form 8-K dated August 2, 2000 reporting the engagement of Grant Thornton
LLP as the Company's independent accountant;

3.   Form 8-KA dated August 14, 2000 reporting an amendment to the disclosure
concerning the acquisition of the assets of MTI and MGMBH; and

4.   Form 8-KA2 dated September 15, 2000 reporting the financial statements of
MTI and MGMBH and the unaudited pro forma financial statements of the combined
entity.


                                       27
<PAGE>

                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized:

METRISA, INC.

By: /s/ JOHN E. WOLFE                                 Date:   December 21, 2000
    ---------------------------------
     John E. Wolfe, President,
     Chief Executive Officer, Treasurer
     and Chief Financial Officer
     (Principal executive, financial and
     accounting officer)


        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

     Name                              Capacity          Date
     ----                              --------          ----

/s/ JOSEPH J. CARUSO                   Director          December 21, 2000
----------------------------
Joseph J. Caruso

/s/ JOAQUIM S.S. RIBEIRO               Director          December 22, 2000
----------------------------
Joaquim S.S. Ribeiro

/s/ EMILE SAYEGH                       Director          December 21, 2000
----------------------------
Emile Sayegh

/s/ SALVATORE J. VINCIGUERRA           Director          December 21, 2000
----------------------------
Salvatore J. Vinciguerra

/s/ JOHN E. WOLFE                      Director          December 21, 2000
----------------------------
John E. Wolfe





                                       28
<PAGE>













                                  METRISA, INC.

                              FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999


<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
Metrisa, Inc.:


        We have audited the accompanying consolidated balance sheet of Metrisa,
Inc. and subsidiaries as of September 30, 2000, and the related consolidated
statements of income, stockholders' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of Metrisa, Inc. as of
and for the year ended September 30, 1999, were audited by other auditors whose
report dated December 15, 1999, expressed an unqualified opinion on those
statements.

        We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

        In our opinion, the 2000 financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Metrisa, Inc. and subsidiaries as of September 30, 2000, and the consolidated
results of their operations and their consolidated cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States.

Grant Thornton, LLP
Boston, Massachusetts
December 21, 2000

                                      F-1
<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
Metrisa, Inc.:

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, stockholders' equity and cash flows present
fairly, in all material respects, the financial position of Metrisa, Inc. at
September 30, 1999, and the results of their operations and their cash flows for
the year then ended, in conformity with accounting principles generally accepted
in the United States of America. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audit of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
December 15, 1999








                                      F-2
<PAGE>


                                  METRISA INC.

                                 BALANCE SHEETS

                           September 30, 2000 and 1999

<TABLE><CAPTION>
                                   ASSETS                                 2000                1999
                                                                      -----------         -----------
<S>                                                                   <C>                 <C>
Current assets:
  Cash and cash equivalents                                           $ 1,040,742         $ 1,298,984
  Accounts receivable, less allowance for doubtful accounts
    of $130,000 and $167,000 in 2000 and 1999, respectively             2,404,590           1,784,246
  Inventories:
    Raw materials                                                         814,044             680,159
    Work in process                                                       668,326             302,453
    Finished goods                                                        213,869             213,918
                                                                      -----------         -----------
                                                                        1,696,239           1,196,530

  Prepaid expenses                                                         57,888              73,520
  Notes receivable                                                           --                10,554
                                                                      -----------         -----------
        Total current assets                                            5,199,459           4,363,834

Equipment and fixtures, net                                               390,792             406,360
Other assets, net of accumulated amortization of $922,926 and
    $621,568 in 2000 and 1999, respectively                             1,866,832           1,795,610
                                                                      -----------         -----------
        Total assets                                                  $ 7,457,083         $ 6,565,804
                                                                      ===========         ===========
                    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Notes payable to bank                                               $   649,938         $   488,938
  Accounts payable                                                      1,358,952           1,260,668
  Accrued expenses and other                                              651,158             569,675
  Current portion of long-term debt                                       302,851             498,754
                                                                      -----------         -----------
        Total current liabilities                                       2,962,899           2,818,035
                                                                      -----------         -----------
Long-term debt, less current portion                                    2,136,337           2,071,541

Commitments

Stockholders' equity:
  Preferred stock $1.00 par value, 10,000,000 shares authorized,
    0 shares issued and outstanding at September 30, 2000 and 1999           --                  --
  Common stock, $.50 par value, 4,000,000 shares authorized,
    1,448,453 and 1,020,474 shares issued at September 30,
    2000 and 1999,  respectively                                          724,226             510,237
  Additional paid-in capital                                            2,767,872           2,013,753
  Accumulated deficit                                                  (1,096,017)           (847,762)
  Cummulative translation adjustment                                      (38,234)               --
                                                                      -----------         -----------
     Total stockholders' equity                                         2,357,847           1,676,228
                                                                      -----------         -----------
        Total liabilities and stockholders' equity                    $ 7,457,083         $ 6,565,804
                                                                      ===========         ===========
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       F-3
<PAGE>

                                  METRISA, INC.

                              STATEMENTS OF INCOME

                 for the years ended September 30, 2000 and 1999

<TABLE><CAPTION>
                                                                 2000                1999
                                                             -----------         -----------
<S>                                                          <C>                 <C>
Sales:
 Product sales                                               $ 7,284,769         $ 6,547,213
 Service Sales                                                 1,273,397           1,093,382
                                                             -----------         -----------
Net sales                                                      8,558,166           7,640,595

Cost of sales                                                  4,262,407           3,747,893
                                                             -----------         -----------
Gross profit                                                   4,295,759           3,892,702

Operating expenses:
 Selling, general and administrative                           3,524,781           3,847,182
 Research and development                                        675,379             621,661
 Restructuring charge                                               --               149,288
                                                             -----------         -----------
                                                               4,200,160           4,618,131
                                                             -----------         -----------
Income (loss) from operations                                     95,599            (725,429)

Other income (expense):
 Other income                                                     47,540               3,671
 Interest income                                                  26,493              86,014
 Interest expense                                               (417,887)           (448,294)
                                                             -----------         -----------
                                                                (343,854)           (358,609)
                                                             -----------         -----------
Loss before income taxes                                        (248,255)         (1,084,038)

Income taxes                                                        --                 6,000
                                                             ===========         ===========
Net Loss                                                     $  (248,255)        $(1,090,038)

Net loss per common share-basic and diluted                  $     (0.20)        $     (1.07)
Weighted average shares outstanding-basic and diluted          1,234,879           1,021,320
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       F-4
<PAGE>

                                  METRISA, INC.

                       STATEMENTS OF STOCKHOLDERS' EQUITY

                 for the years ended September 30, 2000 and 1999

<TABLE><CAPTION>
                                         PREFERRED STOCK              COMMON STOCK            ADDITIONAL      CUMULATIVE
                                            PAR VALUE                   PAR VALUE               PAID-IN      TRANSLATION
                                       SHARES        AMOUNT       SHARES         AMOUNT         CAPITAL       ADJUSTMENT
                                    -----------   -----------   -----------    -----------    -----------    -----------
<S>                                 <C>           <C>             <C>              <C>          <C>          <C>
Balance, September 30, 1998                --            --       1,022,911        511,456      2,455,069           --

Retirement of treasury shares              --            --            --             --         (430,262)          --

Exercise of stock options                  --            --             400            200            520           --

Repurchase of common shares                --            --            --             --             --             --

Retirement of treasury shares              --            --          (2,837)        (1,419)       (11,574)          --

Net loss                                   --            --            --             --             --             --
                                    -----------   -----------   -----------    -----------    -----------    -----------

Balance, September 30, 1999                --            --       1,020,474        510,237      2,013,753           --

Sale of Common Stock                       --            --         116,939         58,469        218,676           --

Shares Issued - Acquisition                --            --         160,000         80,000        299,200           --

Exercise of stock options                  --            --          56,103         28,052         50,093           --

Retirement of Loan                         --            --          94,937         47,468        177,532           --

Warrants Issued                            --            --            --             --            8,618           --

Cumulative Translation Adjustment          --            --            --             --             --          (38,234)

Net loss                                   --            --            --             --             --             --
                                    -----------   -----------   -----------    -----------    -----------    -----------

Balance, September 30,2000                 --            --       1,448,453    $   724,226    $ 2,767,872    $   (38,234)
                                    ===========   ===========   ===========    ===========    ===========    ===========
</TABLE>

<TABLE><CAPTION>
                                      Retained
                                      Earnings                                     Total
                                   (Accumulated           Treasury Stock        Stockholders'
                                      Deficit)        Shares         Amount        Equity
                                    -----------    -----------    -----------    -----------
<S>                                    <C>           <C>            <C>           <C>
Balance, September 30, 1998             242,276       (238,312)      (430,262)     2,778,539

Retirement of treasury shares              --          238,312        430,262           --

Exercise of stock options                  --             --             --              720

Repurchase of common shares                --           (2,837)       (12,993)       (12,993)

Retirement of treasury shares              --            2,837         12,993           --

Net loss                             (1,090,038)          --             --       (1,090,038)
                                    -----------    -----------    -----------    -----------

Balance, September 30, 1999            (847,762)          --             --        1,676,228

Sale of Common Stock                       --             --             --          277,145

Shares Issued - Acquisition                --             --             --          379,200

Exercise of stock options                  --             --             --           78,145

Retirement of Loan                         --             --             --          225,000

Warrants Issued                            --             --             --            8,618

Cumulative Translation Adjustment          --             --             --          (38,234)

Net loss                               (248,255)          --             --         (248,255)
                                    -----------    -----------    -----------    -----------

Balance, September 30,2000          $(1,096,017)          --      $      --      $ 2,357,847
                                    ===========    ===========    ===========    ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       F-5
<PAGE>

                                  METRISA, INC.

                            STATEMENTS OF CASH FLOWS

                 for the years ended September 30, 2000 and 1999
<TABLE><CAPTION>
                                                                                 2000                1999
                                                                              -----------         -----------
<S>                                                                           <C>                 <C>
Operating activities:
  Net loss                                                                    $  (248,255)        $(1,090,038)
  Adjustments to reconcile net loss to net cash provided by (used in)
    operating activities:
   Deferred income taxes                                                             --                 6,000
   Depreciation and amortization                                                  389,571             397,095
   Reserve for bad debt                                                           (36,668)             88,500
   Gain on sale of equipment                                                         --                (3,671)
   Warrant amortization                                                            49,723              48,000
   Changes in operating assets and liabilities, net of
      effects of purchase of subsidiaries:
    Accounts receivable                                                          (147,938)             53,856
    Notes receivable                                                               10,554              10,994
    Inventories                                                                   381,215             173,930
    Prepaid expense                                                                69,248
    Other current assets                                                             --                (8,039)
    Accounts payable and accrued expenses                                        (142,427)              9,251
                                                                              -----------         -----------
Net cash provided by (used in) operating activities                               325,023            (314,122)

Investing activities:
  Additions to equipment and fixtures                                             (38,371)           (168,383)
  Proceeds from sale of equipment                                                    --                13,500
  Increase in other assets                                                          8,567             (83,430)
  Acquisition of Monitek Technologies, Inc. net of cash acquired                 (676,868)               --
                                                                              -----------         -----------
Net cash used in investing activities                                            (706,672)           (238,313)

Financing activities:
  Net increase of line of credit agreement                                        161,000             275,879
  Proceeds from long-term debt                                                       --                  --
  Principal payments on long-term debt                                           (345,273)           (875,852)
  Principal payments on capital lease obligation                                  (17,994)             (5,388)
  Net proceeds from sale of common stock                                          363,908                 720
  Purchase of treasury stock                                                         --               (12,993)
                                                                              -----------         -----------
Net cash provided by (used in) financing activities                               161,641            (617,634)
                                                                              -----------         -----------
Effect of foreign exchange rate on cash                                           (38,234)               --

Net decrease in cash and cash equivalents                                        (258,242)         (1,170,069)

Cash and cash equivalents at beginning of year                                  1,298,984           2,469,053
                                                                              -----------         -----------
Cash and cash equivalents at end of year                                      $ 1,040,742         $ 1,298,984
                                                                              ===========         ===========
Supplemental disclosure of noncash investing and financing activities:
  Conversion of Long term debt to Stock                                           225,000                --
  Issuance of Stock to affect acquisition                                         379,200                --
  Issuance of Note Payable to affect acquisition                                  425,655                --
  Capital lease                                                                    31,505              56,315
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                       F-6
<PAGE>

                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

1. NATURE OF BUSINESS:
   ------------------

   Metrisa, Inc. (the "Company") was incorporated in Delaware in October 1985,
   with principal offices located at 25 Wiggins Avenue, Bedford, MA 01730.
   Metrisa is comprised of five product lines, four located in Bedford, MA and
   the fifth being produced in Livermore, CA and Dusseldorf, Germany. These
   productlines serve two broad markets, the process/environmental markets, and
   the materials characterization market. The Tytronics productline markets
   on-line liquid and gas chemical analyzers to the process and environmental
   industries; Nametre markets in-line and laboratory viscosity analyzers to the
   process industries. Holometrix-Micromet provides instumentation and testing
   services for the measurement of thermal properties and cure monitoring of
   composites for the automotive, aerospace and electronis packaging industries.

   Effective July 1, 2000, the Company acquired substantially all of the assets
   of Monitek Technologies, Inc., a Delaware corporation ("Monitek") and Monitek
   GmbH, a German company and wholly-owned subsidiary of Monitek, relating to
   the Monitek's optical and acoustic instrument measurement business. Monitek
   is a manufacturer and marketer of liquid analysis products for the chemical,
   petrochemical, refining, beverage and water markets, with operations in
   Livermore, CA and Dusseldorf, Germany. Monitek's operations have become part
   of Metrisa's process analytical business segment.

2. SIGNIFICANT ACCOUNTING POLICIES:
   -------------------------------

   BASIS OF PRESENTATION

   The consolidated financial statements include the accounts of Metrisa, Inc.
   and its subsidiaries, collectively referred to as the Company. All material
   inter-company accounts and transactions have been eliminated in
   consolidation.

   REVENUE RECOGNITION

   Revenue for instrument sales is recognized when instruments are shipped.
   Revenue for testing services is recognized as services are performed.

   CASH EQUIVALENTS

   The Company considers all highly liquid investments with a maturity of three
   months or less when purchased to be cash equivalents.

   INVENTORIES

   Inventories are stated at the lower of cost or market. Cost is determined
   using the average cost method.

   EQUIPMENT AND FIXTURES

   Equipment and fixtures are stated at cost. Depreciation is computed using
   straight-line and accelerated methods over the estimated useful lives of the
   assets. Furniture and fixtures are

                                      F-7
<PAGE>

                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

   depreciated over five years, leasehold improvements are depreciated over the
   life of the lease, computers over three years and other machinery and
   equipment over five years. Upon retirement or disposition of equipment and
   fixtures, the cost and related accumulated depreciation are removed from the
   accounts and any resulting gain or loss is reflected in income.

   Equipment and fixtures consist of the following at September 30:

                                           2000                  1999
                                       -----------           -----------
     Furniture and fixtures            $    70,254           $    74,390
     Leasehold improvements                 43,961                67,351
     Machinery and equipment               797,750               984,059
     Demonstration equipment                  --                 311,286
                                       -----------           -----------

                                           911,965             1,437,086
     Accumulated depreciation             (521,173)           (1,030,726)
                                       -----------           -----------

                                       $   390,792           $   406,360
                                       ===========           ===========

   Depreciation expense was $137,937 and $186,294 for fiscal 2000 and 1999,
   respectively.

   OTHER ASSETS

   Other assets include patent costs, trademarks, licensing agreements, various
   deposits for office equipment and utilities and goodwill resulting from the
   excess of cost over fair value of net assets acquired through acquisition, as
   well as the inclusion of financing costs associated with the subordinated
   debt issuance. Costs related to patents and trademarks are amortized using
   the straight-line method over 17 years. Costs related to licensing agreements
   are amortized using the straight-line method over the life of the agreements.
   Costs related to goodwill are amortized using the straight-line method over
   15 years. Financing costs are amortized over the life of the related debt.
   The Company continually evaluates the carrying value of goodwill. Any
   impairments would be recognized when the expected future operating cash flows
   derived from the underlying acquired businesses is less than the carrying
   value of the goodwill.






                                      F-8
<PAGE>

                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

   Other assets consisted of the following at September 30:

                                           2000                  1999
                                       -----------           -----------
     Patents                           $   380,731           $   380,731
     Goodwill                            1,551,464             1,187,666
     Licensing agreement                    61,513                61,514
     Trademarks                             17,529                17,529
     Financing costs                       394,506               385,889
     Other                                 384,015               383,849
                                       -----------           -----------
                                         2,789,758             2,417,178
     Accumulated amortization             (922,926)             (621,568)
                                       -----------           -----------
                                       $ 1,866,832           $ 1,795,610
                                       ===========           ===========

   Amortization expense was $301,357 and $210,801 in fiscal 2000 and 1999,
   respectively.

   INCOME TAXES

   The Company accounts for income taxes in accordance with Statement of
   Financial Accounting Standards No. 109, "Accounting for Income Taxes" (FAS
   109). Tax provisions and credits are recorded at statutory rates for taxable
   items included in the consolidated statements of income regardless of the
   period in which such items are reported for income tax purposes. Deferred
   income taxes are recognized for temporary differences between financial
   statement and income tax bases of assets and liabilities and net operating
   loss carryforwards for which income tax benefits will be realized in future
   years.

   NET INCOME PER COMMON SHARE

   Net income per common share is based on the weighted average number of common
   shares and dilutive common share equivalents outstanding during the periods
   presented. Basic earnings per share are calculated by dividing net income by
   the weighted average shares outstanding. Diluted earnings per share reflect
   the dilutive effect of stock options and warrants and are presented only if
   the effect is dilutive. Had options and warrants been included in the
   computation, shares for the diluted computation would have increased by
   486,367 and 699,064 as of September 30, 2000 and 1999, respectively. (See
   Note 5)

   USE OF ESTIMATES

   The preparation of financial statements in conformity with generally accepted
   accounting principles requires management to make estimates and assumptions
   that affect the reported amounts of assets and liabilities and disclosure of
   contingent assets and liabilities at the date of the financial statements and
   the reported amounts of revenues and expenses during the reported period.
   Actual results could differ from those estimates.

                                      F-9
<PAGE>

                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

   CONCENTRATIONS OF CREDIT RISK

   Financial instruments which subject the Company to credit risk consist of
   cash equivalents and trade accounts receivable. The risk with respect to cash
   equivalents is minimized by the Company's policies in which investments are
   placed with high credit quality financial institutions and the amount of
   exposure to any one financial institution is monitored. The risk with respect
   to trade accounts receivable is minimized by the credit worthiness of the
   Company's customers, the diversity of its customer base and their dispersion
   across a wide geographical area, as well as the Company's credit and
   collection policies. The Company performs periodic credit evaluations of its
   customers' financial condition and generally does not require collateral.
   Credit losses have been within management's expectations. Sales to
   international customers represented approximately 42% and 35% of revenues in
   fiscal 2000 and 1999, respectively.

   STOCK-BASED COMPENSATION

   The Company grants stock options for a fixed number of shares to employees
   with an exercise price equal to the fair value of the shares at the date of
   the grant. The Company accounts for stock option grants in accordance with
   Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
   Employees," which is based on the intrinsic value method of measuring
   stock-based compensation. The Company has adopted the disclosure only
   provisions of Statement of Financial Accounting Standards No. 123,
   "Accounting for Stock-Based Compensation" (FAS 123), which is based on the
   fair-value method of measuring stock-based compensation.

   NEW ACCOUNTING PRONOUNCEMENTS

   In June 1998, the Financial Accounting Standard Board issued SFAS No. 133,
   "Accounting of Derivative Instruments and Hedging Activities." SFAS No. 133
   provides a comprehensive and consistent standard for the recognition and
   measurement of derivatives and hedging activities. The new standard requires
   that an entity recognize all derivatives as either assets or liabilities in
   the statement of financial position and measure those instruments at fair
   value. SFAS No. 133 is effective for fiscalyears beginning after June 15,
   2000. The Company will adopt the new standard for the fiscalyear ending
   September 30, 2001. Management is evaluating the impact that SFAS No. 133 may
   have on the Company's financial statements.

   In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB
   101"), "Revenue Recognition in Financial Statements." SAB 101 summarizes
   certain of the SEC's views in applying generally accepted accounting
   principles to revenue recognition in financial statements. In March 2000, the
   SEC issued SAB 101A, to defer for one quarter the effective date of
   implementation of SAB No. 101 with earlier application encouraged. In June
   2000, the SEC issued SAB 101B which defers the effective date of
   implementation of SAB 101 to the

                                      F-10
<PAGE>

                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

   Company's fourth fiscal quarter of fiscal 2001. The Company is currently
   evaluating the impact that SAB 101 will have on its financial reporting
   requirements.

   In March 2000, the Financial Accounting Standards Board issued FASB
   Interpretation No. 44, or FIN No. 44, "Accounting for Certain Transactions
   Involving Stock Compensation." This Interpretation clarifies the application
   of APB Opinion No. 25, "Accounting for Stock Issued to Employees" and is
   generally effective July 1, 2000, with certain conclusions in this
   Interpretation covering specific events that occur after either December 15,
   1998, or January 12, 2000. To the extent that this Interpretation covers
   events occurring during the period after December 15, 1998, or January 12,
   2000, but before the effective date of July 1, 2000, the effects of applying
   this Interpretation are recognized on a prospective basis from July 1, 2000.
   The adoption of FIN No. 44 did not have a material impact on the Company's
   financial position, results of operations or cash flows.

   CURRENCY TRANSLATION

   Assets and liabilities denominated in foreign currencies are translated into
   U.S. dollars at exchange rates prevailing on the balance sheet date. Net
   foreign currency transactions are reported in the results of operations in
   U.S. dollars at average exchange rates. Adjustments resulting from balance
   sheet translations are excluded from the determination of income and are
   accumulated in a separate component of stockholders' equity.

   COMPREHENSIVE INCOME

   For the year ended September 30, 2000 and September 30, 1999 respectively,
   the components of the other comprehensive income were immaterial and
   consisted solely of foreign currency translation adjustment.

   RECLASSIFICATION

   Reclassifications are made periodically to previously issued financial
   statements to conform to the current year presentation.

3. BUSINESS COMBINATION:
   --------------------

   Effective July 1, 2000, Metrisa, Inc. acquired substantially all of the
   assets of Monitek Technologies, Inc., a Delaware corporation and Monitek
   GmbH, a German company and wholly-owned subsidiary of Monitek Technologies,
   Inc., relating to the Seller's optical and acoustic instrument business. The
   Purchased Assets were acquired for an aggregate consideration of $1,627,053,
   consisting of a cash payment of $500,000, issuance of a promissory note of
   $425,655, the issuance of an aggregate of 160,000 shares of Metrisa common
   stock, $.50 par value, valued at

                                      F-11
<PAGE>

                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

   $2.37 per share direct acquisition costs of $176,868 and the assumption of
   liabilities in the aggregate amount of $322,198. The Company recorded
   goodwill of approximately $363,000 in connection with this transaction. Under
   the purchase method of accounting, results of operations of acquired
   businesses are included in consolidated operations subsequent to the date of
   acquisition.

   Pro forma unaudited results of operations for fiscal 2000 and 1999,
   reflecting a hypothetical acquisition date for Monitek of October 1, 1998 are
   as follows:

                                               2000                1999
                                               ----                ----
                Total Revenues              $9,087,889         $11,450,677
                Net (Loss)                   ($925,563)        ($2,685,384)
                (Loss) Per Share                ($0.75)             ($2.27)

   These pro forma results have been prepared for informational purposes only
   and do not purport to be indicative of the results of operations which
   actually would have occurred had the acquisition been consummated on the
   dates indicated, or which may result in the future.

4. NOTES PAYABLE TO BANKS:
   ----------------------

   As of September 30, 2000, the Company had a balance of $649,938 on a
   $1,250,000 line of credit with a Silicon Valley Bank collateralized by
   substantially all of the assets of the Company. As of September 30, 1999, the
   Company had a balance of $488,938 outstanding under the $1,250,000 line of
   credit. Advances under the line of credit cannot exceed 75% of the Company's
   eligible accounts receivable plus 20% of inventory, as defined. These
   outstanding amounts are payable on demand and advances are contingent upon
   maintaining certain covenants relative to cash balances and the amount of
   unused line of credit available. As of September 30, 2000, the Company was in
   compliance with all covenants and ratios of this line of credit. This line is
   due for renewal on December 26, 2000.

   At September 30, 2000 and 1999, the Company had an unused line of credit of
   $600,062 and $622,352, respectively.













                                      F-12
<PAGE>
                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

5. LONG-TERM DEBT:

   Long-term debt consisted of the following at September 30:

<TABLE><CAPTION>
                                                                                             2000                1999
                                                                                          ----------          ----------
<S>                                                                                       <C>                 <C>
     Subordinated promissory notes payable to a shareholder,
       bearing interest payable monthly at 10% per
       annum; principal payable on November 23, 1999                                      $     --            $  450,000
     Subordinated note payable to an investment banking firm due 2003
       at 13.75% interest per annum (interest only payments through
       September 2000, principal payments begin in fiscal  2001, with a final
       balloon due in 2004. See schedule of principal payments for all long
       term debt below)                                                                    1,900,000           2,000,000
     Subordinated Promissory note payable to Sentex Sensing Technology, Inc.
       related to the acquisition of Monitek Technologies, Inc in July 2000,
       bearing interest at the prime rate, due in monthly installments of $8,868
       commencing in July 2001 through June 2005 (See Note 3)                                425,655                --
     Promissory note due to Amisco bearing interest at 12%, due at
       October 2000 (See Note 10)                                                              9,448              19,448
     Capital lease obligations                                                                64,440              50,929
     Other                                                                                    39,645              49,918
                                                                                          ----------          ----------
                                                                                           2,439,188           2,570,295
     Less current portion                                                                    302,851             498,754
                                                                                          ----------          ----------
</TABLE>

   The aggregate amounts of required principal payments on the Company's
   long-term debt at September 30, 2000 are as follows:

                    2001                        $  302,851
                    2002                           379,326
                    2003                           416,301
                    2004                         1,260,899
                    2005 and thereafter             79,811
                                                ----------
                                                $2,439,188
                                                ==========

                                      F-13
<PAGE>

                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

   The subordinated loan agreement (Finova) requires that commencing with the
   first quarter of fiscal 1999, the Company maintain total funded long-term
   debt, excluding current portion, at a level not to exceed a specified ratio
   of earnings before interest, taxes, depreciation and amortization (EBITDA) in
   a trailing four-quarter basis. As of September 30, 1999, the Company was in
   violation of this covenant. Subsequent to September 30, 1999, the Company
   received a waiver on this covenant for fiscal 1999 and renegotiated the
   future covenant terms by postponing the commencement of the trailing
   calculation until the fourth quarter of fiscal 2000. In addition, a one-time
   minimum EBITDA was established for first quarter 2000 as well as a new cash
   flow coverage covenant commencing in the second quarter of fiscal2000. The
   Company was in compliance at September 30, 2000. All of the machinery and
   equipment owned by the Company is subject to a security interest in favor of
   Sentex Sensing Technology, Inc., which in turn is subordinated to the senior
   subordinated security interest of Finova Mezzanine Capital, Inc. ("Finova"),
   formerly Sirrom Capital Corporation, which is subject to a senior security
   interest in favor of Silicon Valley Bank, to which both Finova's and Sentex
   Sensing Technology, Inc.'s interests are subordinated.

   DEBT CONVERSION

   On January 11, 2000, the Company entered into an agreement with an existing
   shareholder and subordinated debt lender, Massachusetts Technology
   Development Corporation ("MTDC"), and an investment bank, Finova Capital
   Corporation ("Finova"). MTDC was the holder of a subordinated promissory note
   for $450,000, due November 23, 1999. Finova is the holder of a subordinated
   promissory note for $2,000,000, payable in full on October 1, 2003, with
   partial payments beginning October 1, 2000. Under the agreement, MTDC
   converted $225,000 of the promissory note into 94,937 shares of the Company's
   common stock at a conversion price of $2.37 per share. The Company repaid the
   remaining balance on the promissory note of $225,000. All of MTDC's 164,814
   warrants were canceled as part of this transaction. Also, the Company repaid
   $100,000 of the Finova subordinated promissory note and issued Finova 4,310
   warrants to purchase the Company's common stock, at a price of $0.50 per
   share.

   As part of this agreement, existing investors, including an officer,
   purchased additional equity of 116,939 shares of common stock for $277,145.
   Also, directors of the Company, including officers, exercised options for
   32,843 shares of the Company's common stock for $47,895.

6. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
   ----------------------------------------------

   The Company and Bantam Group, Inc. are parties to a month-to-month consulting
   agreement unless terminated by either party on thirty days notice. The
   payments on this agreement were $48,062 and $27,000, for fiscal years 2000
   and 1999, respectively. The expense related to this agreement was $42,000 and
   $60,000, for the fiscal years 2000 and 1999, respectively. Mr. Caruso, a
   director of the Company, is president of The Bantam Group, Inc.

                                      F-14
<PAGE>

                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

7. STOCKHOLDERS' EQUITY:
   --------------------

   WARRANTS

   The Company conducted a private placement in September 1997 selling 181,748
   shares of common stock for $3.78 per share, receiving total net proceeds of
   $657,959. In connection with the private placement, the Company granted
   warrants to purchase an additional 181,748 shares of common stock at a price
   of $4.86 per share. The warrants expire September 30, 2002.

   The Company also granted warrants to purchase 6,942 shares of common stock at
   a price of $3.78 per share in connection with a refinancing of notes payable
   to a bank July 24, 1997. The warrants expire July 24, 2002.

   The Company also granted warrants to purchase 15,962 shares of common stock
   at a price of $1.88 per share and 7,981 shares of common stock at a price of
   $3.76 per share in connection with consultant work on September 30, 1996. The
   warrants expire September 30, 2004.

   In November 1998, the Company granted a warrant to purchase 1,500 shares of
   common stock and a warrant to purchase 16,655 shares of common stock for
   services rendered in connection with the $2,000,000 subordinated loan. These
   warrants were granted at an exercise price of $4.33 per share and are
   exercisable for a period of five years expiring on October 6, 2003.

   At September 30, 1998 the Company granted stock warrants to the investment
   banking firm (Finova) to purchase an aggregate of 143,738 shares of the
   Company's common stock at an exercise price of $.50 per share, the warrants
   were valued at $240,000 and are being amortized to interest expense over the
   life of the loan. The warrants will expire on October 31, 2003. A second
   issue of 4,310 warrants valued at $8,617 was granted in January 2000 and are
   being amortized to interest expense over the life of the loan.

   A summary of warrants issued and outstanding at September 30, 2000:

          NUMBER     EXERCISE    EXPIRATION
        OF SHARES     PRICE         DATE
     ---------------------------------------

           6,942       $ 3.78       7/24/02
         181,748       $ 4.86       9/30/02
          16,655       $ 4.33       10/6/03
           1,500       $ 4.00       10/6/03
         143,738       $ 0.50      10/31/03
          15,962       $ 1.88       9/30/04
           7,981       $ 3.76       9/30/04
           4,310       $ 0.50      10/31/03
     ------------
         378,836
     ============

                                      F-15
<PAGE>

                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

   OPTION AGREEMENT

   Under the 1991 Stock Plan (the "1991 Plan"), officers and employees of the
   Company may be granted "incentive stock options" (stock) ("ISO" "ISOs").
   Directors, officers, employees and consultants of the Company may be granted
   options which do not qualify as ISOs ("Non-Qualified Option" or
   "Non-qualified Options") and, in addition, such persons may be granted awards
   of stock in the Company ("Awards") and opportunities to make direct purchases
   of stock in the Company ("Purchases").

   Certain stock options are vested over a four-year period, with 20% of the
   options vested up front and 20% vested every year. Certain stock options are
   vested immediately.

   The exercise price per share of ISOs granted under the 1991 Plan cannot be
   less than the fair market value per share of the Common Stock on the date of
   grant, or, in the case of ISOs granted to employees holding more than 10% of
   the total combined voting power of all classes of stock of the Company, 110%
   of the fair market value per share of the Common Stock on the date of grant.
   The exercise price per share of Nonqualified Options granted under the 1991
   Plan cannot be less than the lesser of the book value per share of Common
   Stock as of the end of the preceding fiscalyear, or 50% of the fair market
   value per share of Common Stock on the date of grant.

   The 1991 Plan requires that each option shall expire on the date specified by
   the Committee, but not more than ten years from its date of grant in the case
   of ISOs and ten years and one day in the case of Nonqualified Options.
   However, in the case of any ISO granted to an employee owning more than 10%
   of the total combined voting power of all classes of stock of the Company,
   such ISO shall expire on the date specified by the Committee, but not more
   than five years from its date of grant.

   The 1991 Plan authorizes the grant of Stock Rights to acquire 240,000 shares
   of Common Stock. Pursuant to the terms of the 1991 Plan, shares subject to
   options that for any reason expire or are terminated unexercised as to such
   shares may again be the subject of a grant under the 1991 Plan.

   As of September 30, 2000 and 1999, options to purchase 107,351 and 159,724
   shares of Common stock, respectively, were issued and unexercised under the
   1991 plan.

   In addition, the Company has outstanding certain options which were
   originally granted to former directors and a consultant of Tytronics
   Incorporated, the former parent of the Company. These options were converted
   into options to purchase shares of the Company's Common Stock in connection
   with the Reorganization and are not subject to the 1991 Plan. These options
   include an option to purchase 18,512 shares of Common Stock held by a
   director of the Company and a former director of Tytronics Incorporated, and
   an option to purchase 4,628 shares of the Company's Common Stock held by a
   former director of Tytronics Incorporated.

                                      F-16
<PAGE>

                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS


<TABLE><CAPTION>
                                                                  2000                                   1999
                                                       ------------------------------          ------------------------------
                                                                          WEIGHTED                                 WEIGHTED
                                                                           AVERAGE                                  AVERAGE
                                                                           EXERCISE                                EXERCISE
                                                        SHARES               PRICE              SHARES               PRICE
                                                       --------           -----------          --------           -----------
<S>                                                     <C>               <C>                   <C>               <C>
     Outstanding options at beginning of year           159,724           $      1.71           117,670           $      1.75
     Granted                                             29,250                  2.37            55,310                  1.80
     Exercised                                          (56,103)                 1.39              (400)                 1.80
     Terminated                                         (25,340)                 1.83           (12,856)                 2.51
                                                       --------           -----------          --------           -----------

     Outstanding options at end of year                 107,531           $      2.02           159,724           $      1.71
                                                       ========           ===========          ========           ===========

     Exercisable at end of year                          79,262           $      1.97           125,978           $      1.67
                                                       ========           ===========          ========           ===========

     Available for grant at end of year                 109,750                                 113,660
                                                       ========                                ========
</TABLE>

   The following table represents weighted average price and life information
   about significant option groups outstanding at September 30, 2000:

<TABLE><CAPTION>
                                       OPTIONS OUTSTANDING                              OPTIONS EXERCISABLE
                       -----------------------------------------------------    ----------------------------------
                                                WEIGHTED
         RANGE                                  AVERAGE         WEIGHTED                            WEIGHTED
           OF                                  REMAINING        AVERAGE                              AVERAGE
        EXERCISE         NUMBER               CONTRACTUAL       EXERCISE          NUMBER            EXERCISE
          PRICES       OUTSTANDING             LIFE (YRS)         PRICE         EXERCISABLE           PRICE
     ----------        -----------------------------------------------------    ----------------------------------
     <S>                 <C>                      <C>        <C>                   <C>             <C>
     $1.00-2.50          102,903                  6.7        $         1.95        74,634          $        1.86
     $     3.78            4,628                  2.4                  3.78         4,628                   3.78
                         -------                                                  -------
                         107,531                                                   79,262
                         =======                                                  =======
</TABLE>

   Had the fair value method of accounting been applied to the Company's stock
   option plan, with compensation cost for the Plan determined on the basis of
   the fair value of the options at the grant date, the Company's net income and
   earnings per share would have been as follows for the year ended September
   30, 2000:

        Net (loss)- as reported                            ($248,255)

        Net (loss)- pro forma                              ($268,432)
        Loss per share- as reported                             (.20)
        Loss per share- pro forma                               (.22)

                                      F-17
<PAGE>

                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

   The pro forma net income, as if compensation cost for the Plans had been
   determined based on the fair value at the grant date, in accordance with the
   provisions of FAS 123, is not materially different from the actual reported
   net income for the years ended September 30, 1999.

   The fair value of options at the date of grant were estimated using the
   minimum value model or the Black-Scholes model with an estimated weighted
   average life of six years from the date of grant, assuming a risk free
   interest rate of approximately 6% and assumed volatility % (Black-Scholes
   only). The Company does not intend to declare dividends on its common stock.

   The effect on 2000 and 1999 of expensing the estimated fair value of stock
   options are not necessarily representative of the effects on reporting the
   results of operations for future years.

8. PROFIT SHARING PLAN:
   -------------------

   The Company sponsors a 401(k) profit sharing plan (the "Plan") covering all
   employees of the Company having completed a minimum of six months of service.
   The Plan was converted into a new Fidelity 401K offering in July 2000. The
   Plan permits participants to make elective contributions up to the maximum
   limits allowed by the Internal Revenue Code Section 401(k), with a matching
   employer contribution. Participants become fully vested in the Company's
   matching contributions in their fifth year of service with the Company.

   The Plan also permits the employer to make fully vested discretionary
   contributions to the plan allocated to participants' accounts based on their
   relative compensation.

   Employer contributions were $9,341 and $9,054 in fiscal 2000 and 1999,
   respectively.

9. INCOME TAXES:
   ------------

   The provision for income taxes consisted of the following:












                                      F-18
<PAGE>

                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                      2000            1999
                                     ------          ------

     Current income taxes:
     State                             --              --
     Federal                           --              --
                                     ------          ------

     Total current                   $ --            $ --

     Deferred income taxes:
     Federal                         $ --            $5,000
     State                             --             1,000
                                     ------          ------

     Total deferred                    --             6,000
                                     ------          ------

                                     $ --            $6,000
                                     ======          ======


   At September 30,2000, the Company has net operating loss carryforwards for
   federal income tax purposes of approximately $2,592,000 expiring through
   fiscal 2020. At September 30, 2000, the Company has available research and
   development credit carryforwards of approximately $82,000. Under Internal
   Revenue Code Section 382, certain substantial changes in the Company's
   ownership would result in an annual limitation on the amount of net operating
   loss and credit carryforwards which could be utilized.


















                                      F-19
<PAGE>

                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

   Deferred income taxes reflect the net effects of temporary differences
   between the carrying amounts of assets and liabilities for financial
   reporting purposes and the amounts used for income tax purposes. The net
   deferred tax assets are attributable to the following temporary differences
   at September 30:

                                                 2000                  1999
                                             -----------           -----------
     Deferred tax assets:
     Accounts receivable allowances          $    52,000           $    67,000
     Depreciation and amortization               133,000                87,000
     Inventory                                    89,000               116,000
     Other accruals                               56,000               122,000
     Tax credits                                  83,000                82,000
     Net operating loss carryforwards            938,000               806,000
     AMT credits                                  35,000                35,000
                                             -----------           -----------

                                               1,386,000             1,315,000
     Valuation allowance                      (1,386,000)           (1,315,000)
                                             -----------           -----------
     Deferred tax liability:
     Depreciation and amortization                  --                    --
                                             -----------           -----------

     Net deferred tax asset                  $      --             $      --
                                             ===========           ===========



   As required by FAS 109, management of the Company has evaluated the positive
   and negative evidence bearing upon the realizability of its deferred tax
   assets. The Company has recorded a valuation allowance of $1,386,000 to
   offset some of the net deferred tax assets as a result of the uncertainties
   surrounding the realization of the assets. The Company is reflecting a full
   valuation allowance in 2000 based upon management's estimate of the amount of
   deferred tax assets that more likely than not to be realized.

   A reconciliation of the federal statutory income tax rate and the effective
   tax rate as a percentage of income (loss) before taxes and minority interest
   for the years ended September 30 is as follows:

                                                    2000             1999
                                                   ------           ------
     Federal statutory rate                         34.00 %          34.00 %
     State taxes, net of federal benefit             1.00 %           5.50 %
     Intangibles                                   (27.00)%          (3.66)%
     Other permanent differences                    16.00 %          (0.51)%
     Valuation allowance                           (24.00)%         (35.89)%
                                                   ------           ------
     Effective tax rate                                 - %          (0.56)%
                                                   ======           ======

                                      F-20
<PAGE>

                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

10. LEASE COMMITMENTS:
    -----------------

   The Company leases its facilities in Bedford under a lease which expires in
   October 2002. The lease provides each of the parties the right to notify the
   other of their intention to terminate the lease by written notice on June 1,
   2001; otherwise the lease will extend through the full three-year extension.
   In addition, the Company rents equipment and office space in Germany and
   office space in California on a month-to-month basis.. The rent expenses
   including operating expenses charged by the landlord and real estate taxes
   was $182,081 and $159,567 in fiscal 2000 and 1999, respectively. The office
   space rented in New Jersey was vacated January 15, 2000

   The Company entered into a capital lease agreement with GMAC in August 2000
   to purchase a car. In addition the Company entered into a capital lease
   agreement with a bank in June 1999 to lease its new computer system. Assets
   under the capital lease are included in Machinery and Equipment in 2000 as
   follows:

     Machinery, equipment and automobile          $87,823
     Accumulated depreciation                     (20,046)
                                                  --------

     Net capital lease assets                     $67,777
                                                  ========

   The following is a schedule by year of future minimum lease payments at
   September 30, 2000:


                                                 CAPITAL           OPERATING
    FISCAL YEAR                                   LEASES            LEASES
    -------------------------------------------------------------  ---------
          2001                                   $ 33,200          $208,146
          2002                                     25,831           135,151
          2003                                     11,094            10,551
          2004                                      4,623             3,173
                                                 --------          --------

                                                 $ 74,748          $357,022
                                                 ========          ========

     Less amount representing interest             10,309
                                                 --------
     Present value of minimum lease payments
     (includes current portion of $27,155)       $ 64,440
                                                 ========




                                      F-21
<PAGE>

                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

11. CASH FLOW INFORMATION:
    ---------------------

   Supplemental disclosure of cash flow information for years ended September 30
   is as follows:

                                  2000              1999
                                --------          --------
     Interest paid              $368,166          $384,622
     Income taxes paid               800            79,000


12. SEGMENT REPORTING:
    -----------------

   The following is presented in accordance with SFAS No. 131, "Disclosures
   about Segments of an Enterprise and Related Information." The Company is a
   product development, manufacturing and contract test services company which
   specializes in manufacturing instruments and providing contract test services
   for measuring properties of a wide variety of materials, liquids and gases.
   The Company operates its business in two identifiable reporting industry
   segments: the development and manufacture of process analytical instruments
   and the development and manufacture of materials characterization instruments
   as well as contract testing services for materials characterization. The
   Company also manages these product lines across geographic reportable
   segments: North America, Europe, Asia Pacific and Other.

   The accounting policies for each segment are the same as those described in
   the summary of significant policies (Note 2).









                                      F-22
<PAGE>

                                  METRISA, INC.

                          NOTES TO FINANCIAL STATEMENTS

   A summary of the Company's operations by product line follows:

                                                  2000                  1999
                                              -----------           -----------
     Revenues:
     Process analytical                       $ 5,870,432           $ 4,743,439
     Materials characterization                 2,687,734             2,897,156
                                              -----------           -----------
                                                8,558,166             7,640,595
                                              -----------           -----------
     Income (loss) from operations:
     Process analytical                           608,828              (514,375)
     Materials characterization                  (513,229)             (211,054)
                                              -----------           -----------
                                                   95,599              (725,429)
                                              -----------           -----------
     Assets:
     Process analytical                         5,925,688             4,469,663
     Materials characterization                 1,531,395             2,096,141
                                              -----------           -----------
                                                7,457,083             6,565,804
                                              -----------           -----------
     Depreciation and amortization:*
     Process analytical                           240,530               167,770
     Materials characterization                   198,764               229,325
                                              -----------           -----------
                                                  439,294               397,095
                                              -----------           -----------
     Interest expense:*
     Process analytical                           290,404               296,885
     Materials characterization                   127,483               151,409
                                              -----------           -----------
                                                  417,887               448,294
                                              -----------           -----------
     Interest income:
     Process analytical                            26,493                72,558
     Materials characterization                      --                  13,456
                                              -----------           -----------
                                                   26,493                86,014
                                              -----------           -----------

   *Includes $49,723 of warrant amortization classified as interest expense on
   the Statement of Income.

                                      F-23
<PAGE>


   A summary of the Company's operations by geographical area follows:

                                     2000                1999
                                  ----------          ----------
     North America                $5,116,750          $5,264,662
     Europe                        2,130,670           1,565,189
     Asia Pacific                    967,713             810,744
     Other foreign sales             343,033                --
                                  ----------          ----------
                                  $8,558,166          $7,640,595
                                  ==========          ==========


   A summary of the Company's long lived assets by geographical area follows:

Geographic Area                      2000                1999
                                  ----------          ----------

     USA                          $2,023,332          $2,201,970
     Germany                      $  234,292                --
                                  ----------          ----------
     Total                        $2,257,624          $2,201,970
                                  ==========          ==========


13. RESTRUCTURING CHARGE:
    --------------------

   The Company has incurred a restructuring charge as a result of the closure of
   the Nametre Division's Metuchen, New Jersey, facility, and subsequent
   consolidation, in part, in the Company's Bedford, Massachusetts, facility.
   The Nametre Division manufactures and markets in-line and laboratory
   viscosity analyzers. The decision to consolidate was made in June 1999 due to
   Nametre's decreased sales volume, partly as a result of decreased Asian
   sales, and substantial losses. At that same time, the decision was announced
   to all employees, with Metuchen operations continuing through the close of
   fiscal 1999, and relocation occurring in November 1999. Complete closure of
   the New Jersey facility occurred in January 2000.

   This relocation resulted in a restructuring charge of $149,288, primarily for
   employee severance and certain nonrecurring charges. This amounts to a charge
   of approximately $0.15 per share.

   This consolidation began in the first quarter of fiscal 2000, and was largely
   completed by the end of the second quarter of fiscal 2000. This restructuring
   charge was primarily for employee severance and certain non-recurring
   charges. As of September 30, 2000 the remaining restructure accrual was
   $10,350, to be used for the balance of severance for a long-term employee.




                                      F-24