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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, 2001.

[_]      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                                      04-2891557
              --------                                      ----------
   (State or Other Jurisdiction of                       (I.R.S. Employer
    Incorporation or Organization)                      Identification No.)

                                 (781) 275-9660
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

       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,
2001 were $6,966,434. 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 3, 2001 was approximately $918,603. As of December 1,
2001, 1,458,101, shares of Common Stock were outstanding.

Transitional Small Business Disclosure Format  Yes  [_]  No [X]
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<PAGE>

                                     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, marketing
and distribution company which specializes in providing technical
instrumentation for measuring the properties of a wide variety of liquids and
gases for process analytical applications. The Company operates its business
through the Tytronics, Nametre and Monitek divisions. 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. 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-in-water and oil-on-water monitors, for the process and environmental
markets.

On September 30, 2001, the Company sold substantially all of the assets
("Purchased Assets") of its materials characterization business segment operated
through the Holometrix Micromet Division, including Metrisa's thermaphysical
properties and cure monitoring instrument businesses and its associated contract
testing services business, relating to materials properties testing, to a new
entity created to operate the purchased assets, NETZSCH Instruments, Inc.
("NETZSCH"). The Purchased Assets, with an agreed net asset value of
approximately $800,000, consisting of assets with a book value of approximately
$1,200,000, reduced by liabilities assumed by NETZSCH of approximately $400,000,
were acquired by NETZSCH for aggregate consideration, determined by arms-length
negotiation, of (i) approximately $2,025,000, the net present value of which is
approximately $1,895,000, consisting of a cash payment in the amount of $500,000
and the issuance of a promissory note, without interest, in the amount of
$1,525,000 discounted at the prevailing prime rate plus 1.5% to a carrying value
of $1,395,187, and (ii) an indeterminate additional amount equal to 30% of the
net income of NETZSCH before interest, taxes and depreciation for each of the
NETZSCH's five fiscal years following the closing. The note receivable is
collateralized by substantially all assets of NETZSCH.

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 was a manufacturer and
marketer of in-line turbidity, suspended solids, color, concentration,
oil-in-water 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.

                                      -2-
<PAGE>

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 and Monitek Divisions
     serve many common markets and customers, including the chemical,
     petrochemical, refining, polymer, paints and coatings, and water markets
     resulting in complementary marketing and distribution opportunities.

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 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 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.

                                      -3-
<PAGE>


  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 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. Some 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 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.

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.

                                      -4-
<PAGE>

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 largely replaces 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:

  Optical Flow Cells
  ------------------
  Monitek's optical flow cells are flange-mounted devices inserted directly in a
  process stream, providing an optical path that 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.

                                      -5-
<PAGE>

  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.

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.

Current products are sold worldwide from the Company's offices in Bedford,
Massachusetts and Dusseldorf, Germany. 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.

                                      -6-
<PAGE>

THE COMPANY'S CUSTOMERS FROM CONTINUING OPERATIONS

During fiscal 2001, the Company had total revenues of approximately $6,966,434,
compared to $5,870,432 in fiscal 2000. One customer accounted for approximately
8% and 9% of sales in fiscal 2001 and 2000, respectively.

THE COMPANY'S BACKLOG

As of September 30, 2001, the Company's backlog for products and services
totaled $1,338,000, as compared to $1,519,000 in backlog as of September 30,
2000 (including backlog from the Company's former Holometrix-Micromet Division).
Also, 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, 2001 is expected to be delivered before September
30, 2002.

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, price, 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. 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.

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 $667,960 and $411,055 on research and development or 10%
and 7% of sales, in fiscal 2001 and 2000, respectively. The Company expects that
in fiscal 2002 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.

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.

                                      -7-
<PAGE>

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.

EMPLOYEES

As of September 30, 2001, the Company had 39 full-time equivalent employees,
including 30 full-time employees, 4 part-time employees, and 8 contract
employees, 3 of whom were part-time. As of September 30, 2000, including
Employees of the Company's former Holometrix-Micromet Division, the Company had
57 full-time equivalent employees, including 50 full-time employees, 8 part-time
employees, and 6 contract employees, 2 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 2001 was approximately $170,505. The Company expects to
continue leasing of this property, and is currently subleasing approximately 60%
of this property to NETZSCH, the acquirer of Holometrix Micromet, on a
month-to-month basis.

Previously, Metrisa also leased approximately 3,000 square feet of manufacturing
space in Livermore, California on a month-to-month basis. The Company
relinquished the rental of this property in June of 2001. The Company's rental
expense for this property was approximately $22,608 in fiscal 2001. Metrisa GmbH
leases approximately 6,000 square feet of office and manufacturing space in
Dusseldorf, Germany, on a month-to-month basis. The rent expense for this
location during fiscal 2001 was $68,307. The Company expects to continue renting
this property.

The Company's total rental expense for all of the above properties in fiscal
2001 was approximately $261,420.

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 2001 fiscal year.

                                      -8-
<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 2001                                        Low             High
----------------                                        ---             ----
First Quarter Ended December 31, 2000                 $0.6875         $1.5000
Second Quarter Ended March 31, 2001                    0.6250          0.6875
Third Quarter Ended June 30, 2001                      0.2500          0.6250
Fourth Quarter Ended September 30, 2001                0.2500          0.3000


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


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

         These quotations represent prices between dealers and do not include
retail markups, markdowns or commissions and may not necessarily represent
actual transactions. There were 333 holders of record of the Company's
outstanding capital stock as of December 1, 2001.

         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 that currently
restrict the Company from paying any cash dividends.









                                      -9-
<PAGE>


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

<TABLE><CAPTION>
SELECTED FINANCIAL DATA:
STATEMENT OF INCOME DATA-CONTINUING OPERATIONS                      2001            2000
                                                                --------------  --------------
<S>                                                               <C>              <C>
Net sales                                                         $6,966,434       $5,870,432
Net (loss) income                                                  ($773,543)        $401,205
Net (loss) income per Common share-basic and diluted                  ($0.53)           $0.32
Weighted average Common shares outstanding - basic and diluted     1,457,308        1,234,879

STATEMENT OF INCOME DATA- DISCONTINUED SEGMENT AND DISPOSAL
Net sales                                                         $3,002,958       $2,687,734
Net (loss) - including gain on disposal                             ($41,189)       ($649,460)
Net (loss) per Common share-basic and diluted                         ($0.03)          ($0.53)
Weighted average Common shares outstanding - basic and diluted     1,457,308        1,234,879

CONSOLIDATED BALANCE SHEET DATA
Working capital                                                    $ 967,892       $2,236,560
Total assets                                                      $6,530,663       $7,457,083
Long-term obligations, excluding current portion                  $1,347,011       $2,136,337
Stockholders' Equity                                              $1,573,097       $2,357,847
</TABLE>

OVERVIEW

On September 30, 2001, the Company sold substantially all of the assets
("Purchased Assets") of its materials characterization business segment operated
through the Company's Holometrix Micromet Division, including Metrisa's
thermaphysical properties and cure monitoring instrument businesses and its
associated contract testing services business, relating to materials properties
testing, to a new entity created to operate the purchased assets, NETZSCH
Instruments, Inc. ("NETZSCH"). The Purchased Assets, with an agreed net asset
value of approximately $800,000, consisting of assets with a book value of
approximately $1,200,000, reduced by liabilities assumed by NETZSCH of
approximately $400,000, were acquired by NETZSCH for aggregate consideration,
determined by arms-length negotiation, of (i) approximately $2,025,000, the net
present value of which is approximately $1,895,000, consisting of a cash payment
in the amount of $500,000 and the issuance of a promissory note, without
interest, in the amount of $1,525,000 discounted at the prevailing prime rate
plus 1.5% to a carrying value of $1,395,187, and (ii) an indeterminate
additional amount equal to 30% of the net income of NETZSCH before interest,
taxes and depreciation for each of the NETZSCH's five fiscal years following the
closing. The note receivable is collateralized by substantially all instruments
of NETZSCH. The Results of Operations for fiscal 2000 has been restated to
exclude results of the Holometrix Micromet Division.

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 Bedford, MA and Dusseldorf, Germany. Monitek's operations have become part
of Metrisa's process analytical business segment.

                                      -10-
<PAGE>

RESULTS OF CONTINUING OPERATIONS
--------------------------------
Fiscal Year Ended September 30, 2001 as compared to Fiscal Year Ended September
-------------------------------------------------------------------------------
30, 2000
--------
Net sales for fiscal 2001 totaled $6,966,434, as compared to $5,870,432 in the
comparable period of 2000, an increase of $1,096,002. This increase of
approximately 19% is primarily due to the inclusion of Monitek's sales for a
full fiscal year.

Cost of sales increased by $1,036,261 or 39% from $2,632,263 (45% of sales) to
$3,668,524 (53% of sales) in the same period of fiscal 2000. This percentage
increase of 8% was a result of inclusion of Monitek's higher cost products,
reduced pricing in selected markets, and some increased material costs.

Selling, general and administrative expenses increased by $941,699, or 42%, from
$2,218,286 (38% of sales) to $3,159,985 (45% of sales). This increase is
primarily due to the inclusion of Monitek's selling, general and administrative
expenses for a full fiscal year, including those of Metrisa GmbH, which alone
increased by $754,241, constituting the bulk of the increase.

Research and development increased by $256,905, or 62%, from $411,055 (7% of
sales) to $667,960 (10% of sales), as the result of increased product
development effort, primarily for Monitek's products, and the inclusion of
Monitek's research and development expenses for a full fiscal year.

Loss from operations was $530,035 for fiscal 2001, compared to income from
operations of $608,828 in fiscal 2000. This loss was primarily the result of
losses associated with the Company's Process Analytical operations in Germany,
increased cost of sales in selected areas, and significantly increased Process
Analytical research and development expenses, worldwide.

Net loss for continuing operations was $774,543 for fiscal 2001, compared to net
income of $401,205 in fiscal 2000, as a result of the matters discussed above.

Net loss for the Company was $815,732, compared to a net loss of $248,255 in
fiscal 2000. Included in this net loss is a loss from discontinued operations of
$322,575, and a gain on the disposal of the Materials Characterization business
segment of $281,386. Included in the net loss for fiscal 2000 was a loss from
discontinued operations of $649,460.

LIQUIDITY AND CAPITAL RESOURCES

Total assets at September 30, 2001 decreased to $6,530,663 from $7,457,083 at
September 30, 2000, a decrease of $926,420 or 12%. This decrease in assets was
primarily caused by the sale of the assets of the Materials Characterization
business segment. Cash increased by $159,714 as the result of the inclusion of a
$500,000 initial payment from the sale of the Materials Characterization
business segment, offset by $274,051 of debt repayments and other cash decreases
of $66,235, primarily due to the Company's net loss. Accounts receivable
decreased by $1,124,569, largely as a result of the elimination of the accounts
receivable associated with the Materials Characterization business segment and
improved collections. Inventory decreased by $441,344, largely due to the
elimination of the inventory associated with the Materials Characterization
business segment. Other assets decreased by $717,645, due to amortization and
the elimination of other assets associated with the Materials Characterization
business segment.

Total current liabilities at September 30, 2001 increased to $3,610,555 from
$2,962,899 on September 30, 2000, an increase of $647,656 or 22%. This increase
in liabilities was primarily due to an increase in current subordinated debt,
and accrued expenses associated with the sale of the Materials Characterization
business segment, offset by reduced accounts payable. The current portion of
long term debt increased by $578,120, due largely to the inclusion of an
additional $500,000 of subordinated debt repayments required by a lender as part
of the disposal of the Materials Characterization business segment. Revolving
Line of Credit remained approximately the same at $649,181. Accounts payable
decreased by $186,341, primarily due to the elimination of accounts payable
associated with the Materials Characterization business segment. Accrued
expenses increased by $256,634, due to the inclusion of accrued expenses
associated with the sale of the Materials Characterization business segment.

Accrued long-term liabilities increased by $90,000 to reflect certain long term
accrued expenses associated with the disposal of the Materials Characterization
business segment. Long-term debt decreased by $879,326, primarily due to the
accelerated repayment of certain subordinated debt, noted above.

Operating cash flows in fiscal 2001 were positive, amounting to $121,274,
compared to operating cash flows of $325,023 in fiscal 2000. Operating cash flow
equaled the sum of a net loss of $815,732 plus depreciation,

                                      -11-
<PAGE>

amortization and a non-cash research and development expenditure of $486,746,
plus changes in working capital of $750,542, offset by reconciliation of
$300,282, primarily due to the gain on the disposal of the Materials
Characterization business segment.

The Company funded increases in equipment and fixtures of $51,233 in fiscal
2001, primarily for computer equipment and certain test instrumentation. Other
assets decreased by $41,511. The Company also had proceeds from the sale of the
Materials Characterization business segment, net of cash paid expenses, of
$432,469. The net cash provided by investing activities was $339,725.

The Company line of credit remained essentially the same, decreasing by only
$757. The Company made principal payments on long-term debt of $274,051, the
majority of which was to the Company's senior subordinated lender. The Company
also made principal payments on its capital lease for certain computer equipment
of $27,155. As a result of the above, net cash used in financing activities was
$301,963.

Notes Payable Line of Credit, Subordinated Debt Loans
-----------------------------------------------------
As of September 30, 1998, the Company became 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. As of March 29, 2001, this line was modified to be a
receivables-based revolving line of credit with an Export-Import Bank lending
capability, because of the Company's substantial foreign business. Advances
under this line are limited to 80% of the Company's eligible domestic accounts
receivable and 90% of the Company's eligible foreign accounts receivable, up to
$1,250,000. All outstanding amounts are payable on demand and advances are
contingent upon maintaining a covenant relative to tangible net worth. As of
September 30, 2001, total advances under this line of credit were $649,181,
compared to total advances under the previous line of credit of $649,938 as of
September 30, 2000. As of September 30, 2001, the Company was in compliance with
all covenants on this line of credit.

Effective December 31, 2001, the Company further modified this receivables-based
line of credit with Silicon Valley Bank. The size of the line of credit was
reduced from $1,250,000 to $850,000, (advances for eligible foreign receivables
capped at $600,000). Covenants were reduced effective November 30, 2001,
continuing through expiration. Interest charged increased by 0.5%. Although
effective December 31, 2001, this amendment was signed January 11, 2002. The
Company believes that this modified line of credit will be adequate for future
needs.

As of September 29, 1998, the Company became a 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 and current debt
payments must exceed certain levels. An additional $500,000 of subordinated debt
repayment was required in conjunction with the disposal of the Materials
Characterization business segment. As of September 30, 2001, all covenants
associated with this subordinated debt financing were waived for both September
30, 2001 and December 31, 2001. In addition, these covenant requirements for
quarters ended March 31, 2002 and June 30, 2002 have been modified.

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 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.

                                      -12-
<PAGE>

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, modified as noted below, will provide sufficient capital to
maintain stable Company operations throughout fiscal 2002. The Company believes
that its strategic initiatives, the Monitek acquisition, the completed sale of
the Holometrix Micromet Division, the current re-structuring of Metrisa GmbH
(noted as a subsequent event), and other costs savings, will provide stable
Company operations for the foreseeable future. Regardless, 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.

Effective December 31, 2001, the Company further modified its receivables based
line of credit with its senior lender, Silicon Valley Bank. The size of the line
of credit was reduced from $1,250,000 to $850,000, (advances for eligible
foreign receivables capped at $600,000). Covenants were reduced effective
November 30, 2001, continuing through expiration. Interest charged increased by
0.5%. Although effective December 31, 2001, this amendment was signed January
11, 2002. The Company believes that this modified line of credit will be
adequate for future needs.

In addition, it must be noted that the Company's ability to satisfy its
obligations under existing indebtedness will be primarily dependent upon its
future financial and operating performance and upon the Company's ability to
obtain covenant amendments or waivers, if required, or refinance borrowings or
raise additional equity capital. On May 15, 2001, the Company obtained a waiver
and amendment for Finova Mezzanine Capital, Inc. subordinated debt of covenants
for the quarters ending December 31, 2000, March 31, 2001 and June 30, 2001.
Finova has further waived these covenants as of September 30, 2001 and for the
quarter ended December 31, 2001. In addition, these covenant requirements for
quarters ended March 31, 2002 and June 30, 2002 have been modified. The Company
has also modified its receivables-based line of credit with its senior lender,
as described above. Management plans to continue to negotiate with its lenders
in order to develop a satisfactory longer term financing plan with respect to
its debt agreements.

New Accounting Pronouncements
-----------------------------
On July 20, 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) 141, BUSINESS COMBINATIONS,
and SFAS 142, GOODWILL AND INTANGIBLE ASSETS. SFAS 141 is effective for all
business combinations completed after June 30, 2001. SFAS 142 is effective for
fiscal years beginning after December 15, 2001; however, certain provisions of
this Statement apply to goodwill and other intangible assets acquired between
July 1, 2001 and the effective date of SFAS 142. Major provisions of these
Statements and their effective dates for the Company are as follows:

o    all business combinations initiated after June 30, 2001 must use the
     purchase method of accounting. The pooling of interest method of accounting
     is prohibited except for transactions initiated before July 1, 2001.

o    intangible assets acquired in a business combination must be recorded
     separately from goodwill if they arise from contractual or other legal
     rights or are separable from the acquired entity and can be sold,
     transferred, licensed, rented or exchanged, either individually or as part
     of a related contract, asset or liability

o    goodwill, as well as intangible assets with indefinite lives, acquired
     after June 30, 2001, will not be amortized. Effective October 1, 2002, all
     previously recognized goodwill and intangible assets with indefinite lives
     will no longer be subject to amortization.

o    effective October 1, 2002, goodwill and intangible assets with indefinite
     lives will be tested for impairment annually and whenever there is an
     impairment indicator

o    all acquired goodwill must be assigned to reporting units for purposes of
     impairment testing and segment reporting.

                                      -13-
<PAGE>

The Company will continue to amortize goodwill recognized prior to July 1, 2001,
under its current method until October 1, 2002, at which time annual and
quarterly goodwill amortization of approximately $72,000 and $18,000 will no
longer be recognized. By September 30, 2002 the Company will have completed a
transitional fair value based impairment test of goodwill as of October 1, 2002.
Impairment losses, if any, resulting from the transitional testing will be
recognized in the quarter ended December 31, 2002, as a cumulative effect of a
change in accounting principle.

In August 2001, FASB issued SFAS No. 144, ACCOUNTING FOR IMPAIRMENT OR DISPOSAL
OF LONG-LIVED ASSETS, which supersedes SFAS No. 121, ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF, and
the accounting and reporting provisions of APB No. 30, REPORTING THE RESULTS OF
OPERATIONS- REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A BUSINESS, AND
EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS. SFAS
No. 144 addresses financial accounting and reporting for the impairment or
disposal of long-lived assets and is effective for fiscal years beginning after
December 15, 2001. The Company is evaluating the impact of the adoption of SFAS
No. 144 on the financial statements.

DISCLOSURES ABOUT MARKET RISK

FOREIGN CURRENCY EXCHANGE RISK. The value of the U.S. dollar affects the
Company's financial results. During fiscal 2001 the Company's sales revenue
included $1,464,834 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.

SUBSEQUENT EVENT

The Company announced in the first quarter of fiscal 2002 that it plans to move
the majority of the production done at its German location to the Company's
Bedford facility during the second quarter of fiscal 2002. There will be a small
reduction in staff in Germany as a result of this move. The remaining staff at
Metrisa GmbH will perform sales, customer support services and research and
development going forward. The Company expects to record a restructuring charge
of approximately $100,000 in the first quarter of fiscal 2002 to cover these
related expenses.












                                      -14-
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.

The Company's consolidated financial statements and the related auditors' report
are presented on pages F-1 through 20. The financial statements filed in this
Item 7 are as follows:

Item                                                                    Page

Reports of Independent Accountants                                      F1

Balance Sheets - September 30, 2001 and 2000                            F2

Statements of Operations for the years ended
September 30, 2001 and 2000                                             F3

Statements of Stockholders' Equity for the years ended
September 30, 2001 and 2000                                             F3

Statements of Cash Flows for the years ended
September 30, 2001 and 2000                                             F5

Notes to Financial Statements                                           F6 - F19

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

         None.











                                      -15-
<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, 2001:

Name                          Age        Position
--------------------------------------------------------------------------------
John E. Wolfe                 63         President, Treasurer, CFO and Director
Joseph J. Caruso              58         Director
John V. Atanasoff             66         Director
Joaquim S. S. Ribeiro         65         Director
Salvatore J. Vinciguerra      63         Director
Emile A. Sayegh               47         Vice President and Director
Eric F. Mooney                70         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. He is a member of the Board
of Trustees of Bryant College in Smithfield, Rhode Island, and was Chairman of
that Board from 1995 to 1999. Mr. Wolfe is also 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. Atanasoff joined the Company as a Director in 2001. From June 1993
to June 2000, Mr. Atanasoff was Chairman of the Board, President and CEO of
Colorado MEDtech, Inc., a publicly traded medical products company located in
Boulder, Colorado. He retired from those positions in June 2000, continuing as a
Director until November 2001. Previously, Mr. Atanasoff served as Chief
Executive Officer of Cybernetics Products, Inc., a publicly traded company that
develops and manufactures computer controlled equipment for the electronics
industry and computer graphic scanners and cameras for the motion picture and
audio visual markets. For more than five years prior to 1989, Mr. Atanasoff held
various senior management positions with the Fluid Technology Group of EG&G,
Inc. and Textron Systems (formerly AVCO Systems). Mr. Atanasoff received his BS
in Mechanical Engineering from Iowa State University, his M.S. in Mechanical
Engineering from the University of Rochester; he also completed the Senior
Executive Program at the Sloan School of Management at Massachusetts Institute
of Technology.

        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, Twisted Systems, and TimeBlaster. 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

                                      -16-
<PAGE>

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
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 was 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, 2001. 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, 2001, John Atanasoff was granted an option to
purchase 4,000 shares of the Company's Common Stock at an exercise price of
$2.00 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
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

                                      -17-
<PAGE>

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.























                                      -18-
<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, 2001 and September 30, 2000, of those
persons who were (i) the Company's Chief Executive Officer during the fiscal
year ended September 30, 2001, and (ii) other executive officers of the Company
as of September 30, 2001, who received total cash and bonus compensation in
excess of $100,000 (the "Named Officers") during fiscal year 2001.

                             EXECUTIVE COMPENSATION
                             ----------------------
<TABLE><CAPTION>
                                                                                       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             2001    148,477       n/a            n/a            n/a         50,000(1)            n/a
President, CEO

Eric F. Mooney            2001     76,450       n/a          24,939           n/a          5,000(1)            n/a
Vice President

Emile A. Sayegh           2001    131,205       n/a            n/a            n/a         25,000(1)            n/a
Vice President

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

Emile A. 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

Emile A. Sayegh           1999     90,825         500          n/a            n/a          2,132(1)            n/a
Vice President
</TABLE>
--------------------
 (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.

The following table set forth option grants to the Named Officers in the
compensation table during the Company's fiscal year ended September 30, 2001:

                                                                      Options
   Date                        Percent of Total Options   Exercise    Granted
of Option      Optionee         Granted in Fiscal 2001      Price      FY2001
---------      --------         ----------------------      -----      ------
 3/22/01    Eric F Mooney               2.3%               $ 2.00       5,000
 3/22/01    Emile A. Sayegh            11.7%               $ 2.00      25,000
 3/22/01    John E. Wolfe              23.5%               $ 2.00      50,000

There were no options exercised during fiscal 2001.

                                      -19-
<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         2001 (Exercisable/         Options at Sept. 30, 2001
     Name                    Exercise        Realized 1          Unexercisable)         (Exercisable/Unexercisable) 1
     ----                    --------        ----------          --------------         -----------------------------
<S>                             <C>              <C>            <C>                              <C>
John E. Wolfe                   --               --             22,431 / 40,000                  $5,186 / --
Eric F. Mooney                  --               --              5,728 /  4,000                  $1,038 / --
Emile A. Sayegh                 --               --             11,370 / 20,853                  $2,190 / $171
</TABLE>
--------------------

1 Value is based on the difference between option exercise price and the fair
  market value at fiscal 2001 year-end, multiplied by the number of shares
  underlying the option.

CONSULTING AGREEMENT

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 $88,075 and $48,062 for fiscal years 2001 and 2000,
respectively. The expense related to this agreement was $34,000 and $42,000, for
the fiscal years 2001 and 2000, respectively. Mr. Caruso, a director of the
Company, is president of The Bantam Group, Inc.

2000 STOCK PLAN

On March 22, 2000 the Board of Directors adopted the 2000 Omnibus Stock Plan
(the "2000 Plan"), which was approved by the stockholders on March 22, 2000. The
purpose of the 2000 Plan is to provide incentives to officers, directors,
employees and consultants of the Company. Under the 2000 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 2000 Plan is administered by the Compensation Committee ("Committee"),
currently consisting of Messrs. Atanasoff, Vinciguerra and Caruso. Mr. Caruso is
a former executive officer of the Company.

Subject to the terms of the 2000 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 2000 Plan and to prescribe and rescind regulations pertaining to
it.

ISOs under the 2000 Plan may be granted to any employee of the Company. As of
September 30, 2001, the Company had 39 full time equivalent employees. Only
those officers and directors of the Company who are employees may be granted
ISOs under the 2000 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.

The exercise price per share of ISOs granted under the 2000 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

                                      -20-
<PAGE>

2000 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 2000 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 2000 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 2000 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 2000 Plan authorizes the grant of Stock Rights to acquire 200,000 shares of
Common Stock. Pursuant to the terms of the 2000 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 2000 Plan.

As of September 30, 2001, options to purchase 172,565 shares of Common Stock
were issued and unexercised under the 2000 Plan.

In addition, the Company has outstanding options under the Company's 1991 Stock
Plan (the "1991 Plan"). As of September 30, 2001, options to purchase 123,091
shares of common stock were issued and unexercised and had been granted under
the 1991 Plan and no options 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 or the 2000 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 the President of The 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.

                                      -21-
<PAGE>

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

The following table sets forth as of December 1, 2001, to the knowledge of the
Company, the ownership of the Company's 1,458,101 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.

                                                 Number of Shares    Percentage
Name of Beneficial Owner                        Beneficially Owned   of Class(1)
------------------------                        ------------------   -----------
John V. Atanasoff 2                                   45,652             3.1%
The Bantam Group, Inc.3                              102,915             6.9%
Joseph J. Caruso 4                                   130,684             8.9%
Massachusetts Technology Development Corporation     137,095             9.4%
Sentex Sensing Technology, Inc.                      160,000            11.0%
Eric F. Mooney 5                                      28,868             2.0%
Joaquim S. S. Ribeiro 6                               45,460             3.1%
Emile A. Sayegh 7                                    107,135             7.3%
Finova Mezzanine Capital, Inc. 8                     148,048             9.2%
Edward J. Stewart, III 9                             122,645             8.4%
Salvatore J. Vinciguerra 10                           19,000             1.3%
John E. Wolfe 11                                     290,899            19.5%
                                                     -------            -----
All Officers and Directors as a group (7 persons)    667,698            37.6%
                                                     =======            =====
--------------------
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 24,826 shares of Common Stock beneficially owned by Mr. Atanasoff are issuable
upon the exercise of currently outstanding stock options or warrants.

3 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.

4 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.

5 Of the 28,868 shares beneficially owned by Dr. Mooney, 5,728 are issuable upon
the exercise of currently outstanding stock options. 6 19,884 shares of Common
Stock beneficially owned by Mr. Ribeiro are issuable upon the exercise of
currently outstanding stock options or warrants.

7 11,370 shares of Common Stock beneficially owned by Mr. Sayegh are issuable
upon the exercise of currently outstanding stock options or warrants.

8 Issuable upon the exercise of currently outstanding stock options.

9 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.

10 6,000 shares of Common Stock beneficially owned by Mr. Vinciguerra are
issuable upon the exercise of currently outstanding options.

11 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.

                                      -22-
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company and The Bantam Group, Inc. ("Bantam") are parties to a consulting
agreement effective June 6, 1993, which continues month-to-month unless
terminated by either party on thirty days' notice. Payments to Bantam pursuant
to this agreement were $88,075 and $48,062 for fiscal years 2001 and 2000,
respectively. Mr. Caruso, a director of the Company, is also president of
Bantam.

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.

On May 17, 2001 the Company issued 10,000 new warrants to Silicon Valley Bank.
The warrants have an exercise price of $2.00 per share, and a three year vesting
period.






                                      -23-
<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).

                                      -24-
<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 as Exhibit 10.17 to Form 10-K
dated December 31, 1999, and incorporated herein by reference).

        10.18 Third Loan Modification Agreement between the Company and Silicon
Valley Bank dated March 30, 1999 (filed as Exhibit 10.18 to Form 10-K
dated December 31, 1999, and incorporated herein by reference).

        10.19 Fourth Amendment of Lease between Opta Food Ingredients, Inc. and
the Company dated September 30, 1999(filed as Exhibit 10.19 to Form 10-K
dated December 31, 1999, and incorporated herein by reference).

        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.

        10.21 Asset Purchase Agreement between Metrisa, Inc. and NETZSCH
Instruments, Inc., dated September 30, 2001 (filed with Metrisa's Form 8-K dated
October 12, 2001 and incorporated herein by reference).

        (b) Reports on Forms 8-K. The following reports on Form 8-K were filed
by the Company during the Company's fiscal quarter ended September 30, 2001:

        1. Form 8-K dated October 12, 2001 reporting the sale of substantially
           all of the assets of Metrisa's Holometrix Micromet Division.



                                      -25-
<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 31, 2001
    -------------------------------------------
     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 31, 2001
----------------------------
Joseph J. Caruso

/s/ JOAQUIM S.S. RIBEIRO                Director          December 31, 2001
----------------------------
Joaquim S.S. Ribeiro

/s/ EMILE A. SAYEGH                     Director          December 31, 2001
----------------------------
Emile A. Sayegh

/s/ SALVATORE J. VINCIGUERRA            Director          December 31, 2001
----------------------------
Salvatore J. Vinciguerra

/s/ JOHN E. WOLFE                       Director          December 31, 2001
----------------------------
John E. Wolfe

                                        Director
----------------------------
John V. Atanasoff

                                      -26-
<PAGE>















                                     METRISA, INC.

                                 FINANCIAL STATEMENTS

                    FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000


<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC 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, 2001 and 2000, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the years 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 audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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 audits provide a
reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Metrisa,
Inc. and subsidiaries as of September 30, 2001 and 2000, 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.

Grant Thornton LLP
Boston, Massachusetts
December 21, 2001
(except for Notes 2 and 5 for which the date is January 11, 2002)



                                       F-1
<PAGE>
                                  METRISA INC.
                                 BALANCE SHEETS
                           SEPTEMBER 30, 2001 AND 2000
<TABLE><CAPTION>
                                     ASSETS                                      2001              2000
                                                                             ------------      ------------
<S>                                                                          <C>               <C>
Current assets:
     Cash and cash equivalents                                               $  1,200,456      $  1,040,742
     Accounts receivable, less allowance for doubtful accounts
          of $91,424 and $130,000 in 2001 and 2000, respectively                1,280,021         2,404,590
     Inventories:
          Raw materials                                                           801,302           814,044
          Work in process                                                         201,218           668,326
          Finished goods                                                          252,375           213,869
                                                                             ------------      ------------
                                                                                1,254,895         1,696,239

     Prepaid expenses                                                             105,421            57,888
     Notes receivable                                                             737,654              --
                                                                             ------------      ------------
          Total current assets                                                  4,578,447         5,199,459

Long-term Note Receivable                                                         657,533              --
Equipment and fixtures, net                                                       145,496           390,792
Other assets, net of accumulated amortization of $928,894
     and $922,926 in 2001 and 2000, respectively                                1,149,187         1,866,832
                                                                             ------------      ------------
          Total assets                                                       $  6,530,663      $  7,457,083
                                                                             ============      ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Revolving line of credit                                                     649,181           649,938
     Current portion of long-term debt                                            880,971           302,851
     Accounts payable                                                           1,172,611         1,358,952
     Accrued expenses and other                                                   907,792           651,158
                                                                             ------------      ------------
          Total current liabilities                                             3,610,555         2,962,899
                                                                             ------------      ------------

Accrued long-term liability                                                        90,000              --

Long-term debt, less current portion                                            1,257,011         2,136,337

Commitments

Stockholders' equity:
     Preferred stock $1.00 par value, 10,000,000 shares authorized,
          0 shares issued and outstanding at September 30, 2001 and 2000             --                --
     Common stock, $.50 par value, 4,000,000 shares authorized,
          1,458,101 and 1,448,453 shares issued at September 30, 2001
          and 2000,  respectively                                                 729,050           724,226
     Additional paid-in capital                                                 2,780,416         2,767,872
     Accumulated deficit                                                       (1,911,749)       (1,096,017)
     Cummulative translation adjustment                                           (24,620)          (38,234)
                                                                             ------------      ------------
          Total stockholders' equity                                            1,573,097         2,357,847
                                                                             ------------      ------------
               Total liabilities and stockholders' equity                    $  6,530,663      $  7,457,083
                                                                             ============      ============
</TABLE>
     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS

                                       F-2
<PAGE>
                                  METRISA, INC.
                              STATEMENTS OF INCOME
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

<TABLE><CAPTION>
                                                                                              2001              2000
                                                                                          ------------      ------------
<S>                                                                                       <C>               <C>
Sales:
     Product sales                                                                        $  6,417,181      $  5,588,897
     Service Sales                                                                             549,253           281,535
                                                                                          ------------      ------------
Net sales                                                                                    6,966,434         5,870,432

Cost of sales                                                                                3,668,524         2,632,263
                                                                                          ------------      ------------
Gross profit                                                                                 3,297,910         3,238,169

Operating expenses:
     Selling, general and administrative                                                     3,159,985         2,218,286
     Research and development                                                                  667,960           411,055
                                                                                          ------------      ------------
                                                                                             3,827,945         2,629,341
                                                                                          ------------      ------------
(Loss) Income from operations                                                                 (530,035)          608,828

Other income (expense):
     Other income (expense)                                                                    (17,527)           47,540
     Interest income                                                                            19,155            26,493
     Interest expense                                                                         (246,136)         (281,656)
                                                                                          ------------      ------------
                                                                                              (244,508)         (207,623)
                                                                                          ------------      ------------
(Loss) Income from continuing operations before income taxes                                  (774,543)          401,205

Income taxes                                                                                      --                --
                                                                                          ------------      ------------
(Loss) Income from continuing operations                                                      (774,543)          401,205

Discontinued operations (Note 3):
     Loss from operations of  discontinued segment
     (Less applicable taxes of $0 and $0)                                                     (322,575)         (649,460)
     Gain on disposal of Materials Characterization
     Business Segment (Less applicable taxes of $0 and $0)                                     281,386              --
                                                                                          ------------      ------------
     Loss from discontinued operations and disposal                                            (41,189)         (649,460)

Net Loss                                                                                  $   (815,732)     $   (248,255)
                                                                                          ============      ============
Net (loss) income from continuing operation per common share-basic and diluted            $      (0.53)     $       0.32
Net loss from discontinued operations and disposal per common share-basic and diluted     $      (0.03)     $      (0.53)
Net loss per common share-basic and diluted                                               $      (0.56)     $      (0.20)
Weighted average shares outstanding-basic and diluted                                        1,457,308         1,234,879
</TABLE>



    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                       F-3
<PAGE>
                                  METRISA, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000



<TABLE><CAPTION>
                                                                                                                          TOTAL
                                               COMMON STOCK             ADDITIONAL      CUMULATIVE                        STOCK-
                                                 PAR VALUE               PAID - IN      TRANSLATION    ACCUMULATED       HOLDERS'
                                            SHARES        AMOUNT          CAPITAL       ADJUSTMENT        DEFICIT         EQUITY
                                          ---------    ------------    ------------    ------------    ------------    ------------
<S>                                       <C>          <C>             <C>             <C>             <C>             <C>
BALANCE SEPTEMBER 30, 1999                1,020,474    $    510,237    $  2,013,753    $       --      $   (847,762)   $  1,676,228

Sale of common shares                       116,939    $     58,469    $    218,676                                    $    277,145

Shares Issued - Acquisition                 160,000    $     80,000    $    299,200                                    $    379,200

Exercise of stock options                    56,103    $     28,052    $     50,093                                    $     78,145

Retirement of Loan                           94,937    $     47,468    $    177,532                                    $    225,000

Valuation of Warrant Issued                    --      $       --      $      8,618                                    $      8,618

Cumulative translation adjustment                                                      $    (38,234)                   $    (38,234)

Net Loss                                                                                               $   (248,255)   $   (248,255)
                                          -----------------------------------------------------------------------------------------

BALANCE SEPTEMBER  30, 2000               1,448,453    $    724,226    $  2,767,872    $    (38,234)   $ (1,096,017)   $  2,357,847

Issuance of shares for technology transfer    9,648           4,824          12,544                                    $     17,368

Cumulative translation adjustment                                                            13,614                    $     13,614

Net Loss                                                                                                   (815,732)   $   (815,732)
                                          -----------------------------------------------------------------------------------------
BALANCE SEPTEMBER  30, 2001               1,458,101         729,050       2,780,416         (24,620)     (1,911,749)      1,573,097
                                          =========================================================================================
</TABLE>














    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                      F-4
<PAGE>
                                  METRISA, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000
<TABLE><CAPTION>
                                                                                 2001              2000
                                                                             ------------      ------------
<S>                                                                          <C>               <C>
Operating activities:
     Net loss                                                                $   (815,732)     $   (248,255)
     Adjustments to reconcile net loss to net cash provided by (used in)
          operating activities:
          Depreciation and amortization                                           403,554           389,571
          Reduction in Reserve for bad debt                                       (18,896)          (36,668)
          Warrant amortization                                                     50,298            49,723
          Non-cash research and development expenditure                            32,894              --
          Gain on disposal of business segment                                   (281,386)
          Changes in operating assets and liabilities, net of
               effects of purchase and disposals of subsidiaries:
               Accounts receivable                                                544,823          (147,938)
               Inventories                                                         75,079           381,215
               Prepaid expense                                                    (62,081)           69,248
               Notes receivable                                                      --              10,554
               Accounts payable and accrued expenses                              192,721          (142,427)
                                                                             ------------      ------------
Net cash provided by operating activities                                         121,274           325,023

Investing activities:
     Additions to equipment and fixtures                                          (51,233)          (38,371)
     Proceeds from sale of business segment-net of cash paid expenses             432,469              --
     Decrease (Increase) in other assets                                          (41,511)            8,567
     Acquisition of Monitek Technologies, Inc. net of cash acquired                  --            (676,868)
                                                                             ------------      ------------
Net cash provided by (used in) investing activities                               339,725          (706,672)

Financing activities:
     (Decrease) Increase of line of credit agreement                                 (757)          161,000
     Principal payments on long-term debt                                        (274,051)         (345,273)
     Principal payments on capital lease obligation                               (27,155)          (17,994)
     Net proceeds from sale of common stock                                          --             363,908
                                                                             ------------      ------------
Net cash (used in) provided by financing activities                              (301,963)          161,641
                                                                             ------------      ------------

Effect of foreign exchange rate on cash                                               678           (38,234)

Net decrease in cash and cash equivalents                                         159,714          (258,242)

Cash and cash equivalents at beginning of year                                  1,040,742         1,298,984
                                                                             ------------      ------------
Cash and cash equivalents at end of year                                     $  1,200,456      $  1,040,742
                                                                             ============      ============

Supplemental disclosure of noncash investing and financing activities:
  Receipt of Note Receivable to affect disposal                              $  1,395,188              --
  Issuance of common stock and forgivemness of receivable for
  research and development expenditure                                             32,895              --
  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
</TABLE>
    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                       F-5
<PAGE>
                                  METRISA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000


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, Inc.
(the "Company") is a product development, manufacturing, marketing and
distribution company which specializes in providing technical instrumentation
for measuring the properties of a wide variety of liquids and gases for process
analytical applications. The Company operates its business through three
divisions known as Tytronics, Nametre and Monitek. 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. 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-in-water and oil-on-water monitors, for the process and environmental
markets.

As described in Note 3, effective September 30, 2001, the Company discontinued
and disposed of substantially all of the assets of its Materials
Characterization business segment (the Holometrix Micromet division), including
Metrisa's thermaphysical properties and cure monitoring instrument businesses
and its associated contract testing services business, relating to materials
properties testing.

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 was a manufacturer and
marketer of in-line turbidity, suspended solids, color, concentration,
oil-in-water 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.

2. SIGNIFICANT ACCOUNTING POLICIES:
   -------------------------------
BASIS OF PRESENTATION

The consolidated financial statements are prepared on the accrual basis of
accounting and 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.

LIQUIDITY

The ability of the Company to satisfy its obligations under existing
indebtedness will be primarily dependent upon its future financial and operating
performance and upon the Company's ability to obtain covenant amendments or
waivers, if required, or refinance borrowings or raise additional equity
capital. On May 15, 2001, the Company obtained a waiver and amendment for Finova
Mezzanine Capital, Inc. subordinated debt of covenants (EBITDA to long-term
debt) for the quarters ending December 31, 2000, March 31, 2001 and June 30,
2001. Finova has further waived these covenants as of September 30, 2001 and for
the quarter ended December 31, 2001. In addition, these covenant requirements
for quarters ended March 31, 2002 and June 30, 2002 have been modified.
Management plans to continue to negotiate with its lenders in order to develop a
satisfactory longer term financing plan with respect to its debt agreements.
However, there are no assurances that these changes can be obtained at
acceptable terms.

                                      F-6
<PAGE>

                                  METRISA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

Effective December 31, 2001, the Company further modified its receivables based
line of credit with its senior lender, Silicon Valley Bank. The size of the line
of credit was reduced from $1,250,000 to $850,000, (advances for eligible
foreign receivables capped at $600,000). Covenants were reduced effective
November 30, 2001, continuing through expiration. Interest charged increased by
0.5%. Although effective December 31, 2001, this amendment was signed January
11, 2002.

REVENUE RECOGNITION

Revenue for instrument sales is recognized when instruments are shipped. Revenue
for testing services is recognized as services are rendered. Revenue is
recognized only when binding evidence of an agreement exists, delivery of
product or service has been rendered, fees are fixed or determinable and
collectibility is reasonably assured. The Company adopted SEC Staff Accounting
Bulletin No. 101 (SAB No. 101) Revenue Recognition in the fourth quarter in
fiscal 2001. The adoption of SAB No. 101 did not have a material impact on the
financial statements.

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 which approximates FIFO.

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 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:

                                                   2001         2000
                                                ---------    ---------
           Furniture and fixture                $  74,815    $  70,254
           Leasehold improvements                  42,342       43,961
           Machinery and equipment                277,647      797,750
                                                ---------    ---------
                                                  394,804      911,965
           Accumulated depreciation              (249,308)    (521,173)
                                                ---------    ---------
                                                $ 145,496    $ 390,792
                                                =========    =========

Depreciation expense was $134,996 and $137,937 for fiscal 2001 and 2000,
respectively.
                                      F-7
<PAGE>
                                  METRISA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

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.

Other assets consisted of the following at September 30:

                                                    2001         2000
                                                -----------  -----------
           Patents                                 $345,537    $ 380,731
           Goodwill                               1,092,532    1,551,464
           Licensing agreement                       21,064       61,513
           Trademarks                                17,529       17,529
           Financing costs                          394,506      394,506
           Other                                    206,913      384,015
                                                -----------  -----------
                                                  2,078,081    2,789,758
           Accumulated amortization               (928,894)     (922,926)
                                                -----------  -----------
                                                $ 1,149,187  $ 1,866,832
                                                ===========  ===========

Amortization expense was $318,856 and $301,357 in fiscal 2001 and 2000,
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 operations 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 707,632 and 486,367
as of September 30, 2001 and 2000, respectively.

                                      F-8
<PAGE>
                                  METRISA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

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.

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 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 43% and 42% of revenues in fiscal 2001 and 2000, 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

On July 20, 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) 141, BUSINESS COMBINATIONS,
and SFAS 142, GOODWILL AND INTANGIBLE ASSETS. SFAS 141 is effective for all
business combinations completed after June 30, 2001. SFAS 142 is effective for
fiscal years beginning after December 15, 2001; however, certain provisions of
this Statement apply to goodwill and other intangible assets acquired between
July 1, 2001 and the effective date of SFAS 142. Major provisions of these
Statements and their effective dates for the Company are as follows:

   o    all business combinations initiated after June 30, 2001 must use the
        purchase method of accounting. The pooling of interest method of
        accounting is prohibited except for transactions initiated before July
        1, 2001.

   o    intangible assets acquired in a business combination must be recorded
        separately from goodwill if they arise from contractual or other legal
        rights or are separable from the acquired entity and can be sold,
        transferred, licensed, rented or exchanged, either individually or as
        part of a related contract, asset or liability

   o    goodwill, as well as intangible assets with indefinite lives, acquired
        after June 30, 2001, will not be amortized. Effective October 1, 2002,
        all previously recognized goodwill and intangible assets with indefinite
        lives will no longer be subject to amortization.
                                      F-9
<PAGE>
                                  METRISA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

   o    effective October 1, 2002, goodwill and intangible assets with
        indefinite lives will be tested for impairment annually and whenever
        there is an impairment indicator

   o    all acquired goodwill must be assigned to reporting units for purposes
        of impairment testing and segment reporting.

The Company will continue to amortize goodwill recognized prior to July 1, 2001,
under its current method until October 1, 2002, at which time expected annual
and quarterly goodwill amortization of approximately $72,000 and $18,000 will no
longer be recognized. By September 30, 2003 the Company will have completed a
transitional fair value based impairment test of goodwill as of October 1, 2002.
Impairment losses, if any, resulting from the transitional testing will be
recognized in the quarter ended December 31, 2002, as a cumulative effect of a
change in accounting principle.

In August 2001, FASB issued SFAS No. 144, ACCOUNTING FOR IMPAIRMENT OR DISPOSAL
OF LONG-LIVED ASSETS, which supersedes SFAS No. 121, ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF, and
the accounting and reporting provisions of APB No. 30, REPORTING THE RESULTS OF
OPERATIONS- REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A BUSINESS, AND
EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS. SFAS
No. 144 addresses financial accounting and reporting for the impairment or
disposal of long-lived assets and is effective for fiscal years beginning after
December 15, 2001. The Company is evaluating the impact of the adoption of SFAS
No. 144 will have on the financial statements.

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, 2001 and September 30, 2000 respectively, the
components of the other comprehensive income were immaterial and consisted
solely of foreign currency translation adjustment.

3. DISCONTINUED OPERATIONS:
   -----------------------
On September 30, 2001, the Company sold substantially all of the assets
("Purchased Assets") of its Materials Characterization business segment,
including Metrisa's thermaphysical properties and cure monitoring instrument
businesses and its associated contract testing services business, relating to
materials properties testing, to NETZSCH Instruments, Inc. ("NETZSCH")
(representing NETZSCH's operation of the "Purchased Assets"), a Delaware
corporation. The Purchased Assets, with an agreed net asset value of
approximately $800,000, consisting of assets with a book value of approximately
$1,200,000, reduced by liabilities assumed by NETZSCH of approximately $400,000,
were acquired by NETZSCH for aggregate consideration, determined by arms-length
negotiation, of (i) approximately $2,025,000, the net present value of which is
approximately $1,895,000, consisting of a cash payment in the amount of $500,000
and the
                                      F-10
<PAGE>
                                  METRISA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

issuance of a promissory note, without interest, in the amount of $1,525,000
discounted at the prevailing prime rate plus 1.5% to a carrying value of
$1,395,187, and (ii) an indeterminate additional amount equal to 30% of the net
income of NETZSCH, before interest, taxes and depreciation for each of the
NETZSCH's five fiscal years following the closing. The note receivable is
collateralized by substantially all the assets of NETZSCH.

4. 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 $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.

5. REVOLVING LINE OF CREDIT:
   ------------------------
The Company has a revolving line of credit with Silicon Valley Bank and the
Export Import Bank collateralized by substantially all assets of the Company.
Advances under the line of credit cannot exceed 80% of the Company's eligible
domestic accounts receivable plus 90% of eligible foreign accounts receivable,
to an aggregate amount of $1,250,000 (advances for eligible foreign receivables
capped at $750,000). All outstanding amounts are payable on demand and advances
are contingent upon maintaining a covenant relative to tangible net worth and
the availability of unused line of credit as computed pursuant to the agreement.
The interest rate on the credit line is prime rate plus 1.5%. As of September
30, 2001, the Company was in compliance with all covenants and ratios of this
line of credit. This line is due for renewal in March 2002.

Effective December 31, 2001, the Company further modified its receivables based
line of credit with its senior lender, Silicon Valley Bank. The size of the line
of credit was reduced from $1,250,000 to $850,000, (advances for eligible
foreign receivables capped at $600,000). Covenants were reduced effective
November 30, 2001, continuing through expiration. Interest charged increased by
0.5%. Although effective December 31, 2001, this amendment was signed January
11, 2002.

                                      F-11
<PAGE>
                                  METRISA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

6. LONG-TERM DEBT:
   --------------
<TABLE><CAPTION>
Long-term debt consisted of the following at September 30:

                                                                                      2001           2000
                                                                                   ----------     ----------
<S>                                                                                <C>            <C>
Subordinated note payable to an investment banking firm due October 1, 2003 at
     13.75% interest per annum (interest only payments through September 2000),
     principal payments begin in fiscal 2001, with a final payment due on
     October 1, 2003. See schedule of payments for all long term debt below.       $1,700,000     $1,900,000

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 principal installments of $8,868
     commencing in July 2001 through June 2005.                                       399,052        424,655

Promissory note due to Amisco bearing interest at 12%, due at October 2000.                --          9,448
Capital Lease Obligations                                                              37,285         64,440
Other                                                                                   1,645         39,645
                                                                                   ----------     ----------
                                                                                    2,137,982      2,439,188
Less current portion                                                                  880,971        302,851
                                                                                   ----------     ----------
Long-term portion                                                                  $1,257,011     $2,136,337
                                                                                   ==========     ==========
</TABLE>
The aggregate amounts of required principal payments on the Company's long-term
debt at September 30, 2001 are as follows:

              2002                               $ 880,971
              2003                                 539,301
              2004                                 637,900
              2005                                  79,810
                                               -----------
                                               $ 2,137,982
                                               ===========

The subordinated loan agreement (Finova) requires that 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. Finova has waived these
covenants as of September 30, 2001 and for the quarter ended December 31, 2001
and modified these covenants for the quarters ended March 31, 2002 and June 30,
2002. 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.

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,

                                      F-12
<PAGE>
                                  METRISA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

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.

7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
   ----------------------------------------------
The Company and The 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 $88,075 and $48,062 for fiscal years 2001
and 2000, respectively. The expense related to this agreement was $34,000 and
$42,000, for the fiscal years 2001 and 2000, respectively. Mr. Caruso, a
director of the Company, is president of The Bantam Group, Inc.

8. STOCKHOLDERS' EQUITY:
   --------------------
WARRANTS

The Company granted 4,310 warrants valued at $8,617 to Finova in January 2000
which are being amortized to interest expense over the life of the loan. On May
17, 2001 the Company issued 10,000 new warrants to a secured creditor. The
warrants have an exercise price of $2.00 per share and a three-year vesting
period. These warrants were not valued as the effect would not be material as
the exercise price was above the market price.

A summary of warrants issued, outstanding and exercisable at September 30, 2001:

           NUMBER OF SHARES     EXERCISE PRICE        EXPIRATION 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
                 10,000             $ 2.00                 5/17/06
                -------
                388,836
                =======

                                      F-13
<PAGE>
                                  METRISA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

OPTION AGREEMENTS

On March 22, 2000 the Board of Directors adopted the 2000 Omnibus Stock Plan
(the "2000 Plan"), which was approved by the stockholders on March 22, 2000. The
purpose of the 2000 Plan is to provide incentives to officers, directors,
employees and consultants of the Company. Under the 2000 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".

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 2000 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 2000 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 2000 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 2000 Plan authorizes the grant of Stock Rights to acquire 200,000 shares of
Common Stock. Pursuant to the terms of the 2000 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 2000 Plan.

As of September 30, 2001, options to purchase 172,565 shares of Common stock
were issued and unexercised under the 2000 plan.

In addition, the Company has outstanding options under the Company's 1991 Stock
Plan (the "1991 Plan"). As of September 30, 2001, options to purchase 123,091
shares of common stock were issued and unexercised and had been granted under
the 1991 Plan and options for zero 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 or the 2000 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 the President of The 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.

                                      F-14
<PAGE>
                                  METRISA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

As of September 30, 2001 and 2000, options to purchase 123,091 and 107,531
shares of Common stock, respectively, were issued and unexercised under the 1991
plan.
<TABLE><CAPTION>
                                                           2001                          2000
                                                ---------------------------   ---------------------------
                                                                 WEIGHTED                      WEIGHTED
                                                                 AVERAGE                       AVERAGE
                                                                 EXERCISE                      EXERCISE
                                                SHARES            PRICE          SHARES         PRICE
                                                ------------   ------------   ------------   ------------
     <S>                                        <C>            <C>            <C>            <C>
     Outstanding options at beginning of year        107,531   $       2.02        159,724   $       1.71
     Granted                                         212,765           2.07         29,250           2.37
     Exercised                                           --             --         (56,103)          1.39
     Terminated                                       (1,500)          1.86        (25,340)          1.83
                                                ------------                  ------------
     Outstanding options at end of year              318,796   $       2.06        107,531   $       2.02
                                                ============                  ============
     Exercisable at end of year                      173,233   $       2.02         79,262   $       1.97
                                                ============                  ============
     Available for grant at end of year               98,485                       109,750
                                                ============                  ============
</TABLE>
The following table represents weighted average price and life information about
significant option groups outstanding at September 30, 2001:

<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        314,168       8.4         $ 2.03          168,605     $ 1.97
      $3.78          4,628       1.4         $ 3.78            4,628     $ 3.78
               -----------                               -----------
                   318,796                                   173,233
               ===========                               ===========
</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,
2001:
           Net (loss)- as reported                 ($815,732)
           Net (loss)- pro forma                   ($856,648)
           Loss per share- as reported               ($.56)
           Loss per share- pro forma                 ($.59)

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 five years from the date of grant, assuming a risk free interest rate of
approximately 5% and assumed volatility 0% (Black-Scholes only). The Company
does not intend to declare dividends on its common stock.

                                      F-15
<PAGE>
                                  METRISA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

The effect on 2001 and 2000 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.

9. 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 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 $14,043 and $9,341 in fiscal 2001 and 2000,
respectively.

10. INCOME TAXES:
    ------------
The Company has not recorded a provision for income taxes for September 30, 2001
and 2000, due to the net operating loss. A full valuation allowance has been
recorded on all net deferred assets. At September 30, 2001, the Company has net
operating loss carryforwards for federal income tax purposes of approximately
$2,794,000 and research and development credit carryforwards of approximately
$83,000. These carryforwards generally expire in the years 2016 through 2020 and
may be subject to additional annual limitations as a result of changes in the
the Company's ownership.

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:

                                           2001            2000
                                       ------------    ------------
Deferred tax assets:
  Accounts receivable allowances       $     37,000    $     52,000
  Depreciation and amortization             110,000         133,000
  Inventory                                  42,000          89,000
  Other accruals                             57,000          56,000
  Tax credits                                83,000          83,000
  Net operating loss carryforwards        1,176,000         938,000
  Gain on segment disposal                   37,000            --
  AMT credits                                35,000          35,000
                                       ------------    ------------
                                          1,577,000       1,386,000
  Valuation allowance                    (1,577,000)     (1,386,000)
                                       ------------    ------------
Net deferred tax asset                 $       --      $       --
                                       ------------    ------------

                                      F-16
<PAGE>
                                  METRISA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000


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 is reflecting a full valuation allowance in 2001 and 2000 based upon
management's estimate of the amount of deferred tax assets that more likely than
not may not 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:
                                             2001            2000
                                         ------------    ------------
Federal statutory rate                        34.00 %         34.00 %
State taxes, net of federal benefit            8.00 %          1.00 %
Intangibles                                  (19.00)%        (27.00)%
Other permanent differences                   25.00 %         16.00 %
Valuation allowance                          (48.00)%        (24.00)%
                                         ------------    ------------
Effective tax rate                               -- %            -- %
                                         ------------    ------------

11. LEASE COMMITMENTS:
    -----------------
The Company occupies its premises and leases certain equipment under operating
leases that expire at various dates through 2004. In addition to base rentals of
facilities the Company is responsible for certain pass through operating costs
such as real estate taxes. Rent expense was $261,420 and $182,081 in fiscal 2001
and 2000, respectively.

The Company leases certain other assets under capital leases that expire through
February 2004. Assets capitalized and amortized under capital leases are as
follows:

              Machinery, equipment and automobile        $   87,823
              Accumulated depreciation                      (37,610)
                                                         ----------
              Net capital lease assets                   $   50,213
                                                         ==========

Future minimum lease payments under capital and operating leases are as follows
at September 30, 2001:

                                           CAPITAL         OPERATING
FISCAL YEAR                                 LEASES          LEASES
                                         ------------    ------------
  2002                                   $     25,831    $    190,540
  2003                                         11,094          15,699
  2004                                          4,623           3,699
                                         ------------    ------------
                                               41,548         209,938
                                                         ============
Less amount representing interest               4,263
                                         ------------
Present value of minimum lease payments
(includes current portion of $25,831)    $     37,285
                                         ============

                                      F-17
<PAGE>
                                  METRISA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000


12. CASH FLOW INFORMATION:
    ---------------------
Supplemental disclosure of cash flow information for years ended September 30 is
as follows:
                                                  2001              2000
                                              ------------      ------------
    Interest paid                             $    331,519      $    368,166
    Income taxes paid                                   --               800

13. SEGMENT REPORTING:
    -----------------
The following is presented in accordance with SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." The Company has sold its
Material Characterization business segment effective September 30, 2001 and the
continuing operation consists of one segment, Process Analytical segment.

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

A summary of the Company's continuing operation (Process Analytical business
segment) follows:
                                                  2001              2000
                                              ------------      ------------
     Revenue                                  $  6,966,434      $  5,870,432
     (Loss) income from operations                (530,035)          608,828
     Assets                                      6,530,663         5,925,688
     Depreciation and amortization*                254,316           240,530
     Interest expense*                             246,136           281,656
     Interest income                                19,155            26,493

*Includes $32,450 in FY2001 and $33,513 in FY2000 of warrant amortization
 classified as interest expense on the Statement of Operations.

A summary of the continuing operations (Process Analytical business segment)
revenues by geographical area follows:
                                                  2001              2000
                                              ------------      ------------
     North America                            $  3,296,140      $  3,221,898
     Europe                                      2,327,510         1,706,008
     Asia Pacific                                  940,321           680,125
     Other foreign sales                           402,463           262,401
                                              ------------      ------------
     Total                                    $  6,966,434      $  5,870,432
                                              ============      ============

                                      F-18
<PAGE>
                                  METRISA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000

A summary of the continuing operation (Process Analytical business segment)
long-lived assets by geographic area follows:

                                                  2001              2000
                                              ------------      ------------
     USA                                      $  1,071,874      $  1,251,591
     Germany                                       222,809           234,292
                                              ------------      ------------
     Total                                    $  1,294,683      $  1,485,883
                                              ============      ============

A summary of the Company's discontinued operation (Materials Characterization
business segment) follows:

                                                  2001              2000
                                              ------------      ------------
     Revenue                                  $  2,002,958      $  2,687,734
     (Loss) from operations - before
     interest and gain on disposal                (176,483)         (513,229)
     Assets                                            --          1,531,395
     Depreciation and amortization *               199,536           198,764
     Interest expense *                            135,181           127,483

*Includes $17,848 in FY2001 and $16,210 in FY2000 of warrant amortization
 classified as interest expense on the Statement of Operations.

A summary of the Company's discontinued operation (Materials Characterization
business segment) by geographical area follows:

                                                  2001              2000
                                              ------------      ------------
     North America                            $  2,119,249      $  1,894,852
     Europe                                        475,705           424,662
     Asia Pacific                                  321,704           287,588
     Other foreign sales                            86,300            80,632
                                              ------------      ------------
     Total                                    $  3,002,958      $  2,687,734
                                              ============      ============

A summary of the Company's discontinued operation (Materials Characterization
business segment) long-lived assets by geographic area follows:

                                                  2001              2000
                                              ------------      ------------
     USA                                      $        --       $    771,741
                                              ------------      ------------
     Total                                    $        --       $    771,741
                                              ============      ============

14. SUBSEQUENT EVENT:
    ----------------
The Company announced in the first quarter of fiscal 2002 that it plans to move
the majority of the production done at its German location to the Company's
Bedford facility during the second quarter. There will be a small reduction in
staff in Germany as a result of this move. The remaining staff at Metrisa GmbH
will perform sales, customer support services and research and development going
forward. The Company expects to record a restructuring charge of approximately
$100,000 in the first quarter of fiscal 2002 to cover these related expenses.

                                      F-19