EXHIBIT 10.16

SECOND LOAN MODIFICATION AGREEMENT

	This Second Loan Modification Agreement is entered into as of 
September 23, 1998, by and between METRISA, INC., formerly known as 
Holometrix, Inc., successor by merger with, among others, Tytronics 
Incorporated ("Borrower"), a Delaware corporation whose address is 25 
Wiggins Avenue, Bedford, Massachusetts 01730, and SILICON VALLEY 
BANK, a California-based bank ("Bank") with its principal place of 
business at 3003 Tasman Drive, Santa Clara, CA 95054, and with a loan 
production office located at Wellesley Office Park, 40 William Street, Suite 
350, Wellesley, Massachusetts 02481, doing business under the name 
"Silicon Valley East".

1.	DESCRIPTION OF EXISTING INDEBTEDNESS.  Among other 
indebtedness which may be owing by Borrower to Bank, Borrower is 
indebted to Bank pursuant to, among other documents, (i) a certain Loan and 
Security Agreement dated as of July 24, 1997, as amended by a certain Loan 
Modification and Assumption Agreement dated as of July 23, 1998 (as 
amended, the "Loan Agreement"), and (ii) a certain Promissory Note dated 
July 24, 1997 (the "Note").  Capitalized terms used but not otherwise 
defined herein shall have the same meaning as in the Loan Agreement.

Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to 
as the "Indebtedness."

2.	DESCRIPTION OF COLLATERAL AND GUARANTIES.  
Repayment of the Indebtedness is secured by the Collateral as described in 
the Loan Agreement.

Hereinafter, the Loan Agreement, together with all other documents 
securing repayment of the Indebtedness shall be referred to as the "Security 
Documents".  Hereinafter, the Security Documents, together with all other 
documents evidencing or securing the Indebtedness shall be referred to as 
the "Existing Loan Documents".

3.	DESCRIPTION OF CHANGE IN TERMS.
	
	A.	Modifications to Loan Agreement.

		1.	The Loan Agreement shall be amended by deleting 
the following definition appearing in Section 1.1 
thereof.


	"Borrowing Base" means an amount equal to 
the lesser of: (i) seventy percent (70.0%) of 
Eligible Accounts as determined by Bank 
with reference to the most recent Borrowing 
Base Certificate delivered by Borrower, 
increasing to seventy-five percent (75.0%) of 
Eligible Accounts after the Borrower reports 
two (2 ) consecutive profitable quarters, and 
(ii) for Advances through September 30, 
1997, the then existing Tangible Net Worth 
of the Borrower, plus "Minority Interest" as 
defined in the Borrower's balance sheet for 
such period, and for Advances after 
September 30, 1997, the then existing 
Tangible Net Worth of the Borrower, 
multiplied by 1. l.
			
		and inserting in lieu thereof the following:

	"Borrowing Base" means an amount equal 
to: (i) seventy-five percent (75.0%) of 
Eligible Accounts as determined by Bank 
with reference to the most recent Borrowing 
Base Certificate delivered by Borrower, plus 
(ii) twenty percent (20.0%) of the value of 
Borrower's Eligible Inventory (valued at the 
lower of cost or wholesale fair market value) 
as determined by Bank with reference to the 
most recent Borrowing Base Certificate 
delivered by Borrower, minus (iii) the then 
outstanding principal balance of the Term 
Loan.

		2.	The Loan Agreement shall be amended by deleting 
the following definition appearing in Section 1.1 
thereof:

		`"Committed Revolving Line" means a credit 
extension of up to One Million Dollars 
($1,000,000.00).

				and inserting in lieu thereof the following:

	`"Committed Revolving Line" means a credit 
extension of up to One Million Two Hundred 
Fifty Thousand Dollars ($1 ,250,000,00).

		3.	The Loan Agreement shall be amended by inserting 
after the definition of "Eligible Foreign Accounts" 
appearing in Section 1.1 thereof the following new 
definition:

				`"Eligible Inventory" means that portion of 
Borrower's Inventory that is located at 
Borrower's principal place of business or 
such other locations as are permitted under 
Section 7.11 and that complies with the 
representations and warranties set forth in 
Section 5.5, but shall in any event exclude 
used, returned or obsolete Inventory.  For 
purposes hereof, Inventory shall be limited to 
raw materials and finished goods of the 
Borrower.

		4.	The Loan Agreement shall be amended by deleting 
the following definition appearing in Section 1.1 
thereof:

				`"Revolving Maturity Date" means 
September 23. 1998.

				and inserting in lieu thereof the following:
			`"Revolving Maturity Date" means 
September 23, 1999.

		5.	The Loan Agreement shall be amended by deleting 
the following text appearing as Section 6.8 thereof:

				"6.8 Quick Ratio.  Borrower shall maintain as 
of the last day of each of the following 
periods, a ratio of Quick Assets to Current 
Liabilities as follows: (a) Quarter ending June 
30, 1997 - 0.50:1.0; (b) Months ending July 
31, 1997, and August 31, 1997 - 0.35:1.0; (c) 
Month ending October 31, 1997, and each 
subsequent month which is not also a quarter 
end - 0.40:1.0; and (d) Quarter ending 
December 31 , 1997, and all subsequent 
quarters - 0.70:1.0.

				and inserting in lieu thereof the following:

				6.8 Quick Ratio.  Borrower shall maintain as 
of the last day of each of the following 
periods, a ratio of Quick Assets to Current 
Liabilities as follows: (a) Quarter ending 
September 30, 1998 - 0.70:1.0; (b) Quarter 
ending December 31, 1998 - 0.60:1.0; (c) 
Quarter ending March 31, 1999- 0.65:1.0; (d) 
Quarter ending June 30, 1999 and for each 
quarter thereafter - 0.70:1.0; and (e) Month 
ending October 31, 1998, and each 
subsequent month which is not also a quarter 
end - 0.50: 1.0.

	6.	The Loan Agreement shall be amended by deleting 
the following text appearing as Section 6.9 thereof:

	6.9 Tangible Net Worth.  Borrower shall 
maintain as of the last day of each of the 
following periods, a Tangible Net Worth as 
follows: (a) Month ending June 30, 1997 - 
$550,000.00; (b) Months ending July 31, 
1997, and August 31, 1997 - $500,000.00; (c) 
Quarter ending September 30, 1997, and each 
subsequent quarter - $1,150,000.00; and (d) 
Month ending October 31, 1997, and each 
subsequent month which is not also a quarter 
end - $900,000.00.

		and inserting in lieu thereof the following

	6.9 Tangible Net Worth.  Borrower shall 
maintain as of the last day of each of the 
following periods, a Tangible Net Worth as 
follows: (a) Quarter ending September 30, 
1998, and each subsequent quarter - 
$1,200,000.00; and (b) Month ending 
October 31, 1998, and each subsequent 
month which is not also a quarter end - 
$900,000 00.
	
	7.	The Loan Agreement shall be amended by deleting 
the following text appearing as Section 6.13 thereof:

	6.13 Net Income.  Borrower shall maintain 
on the last day of each of the following 
quarters, Net Income as follows: (a) Quarter 
ending June 30,1997 -  ($25,000.00); (b) 
Quarter ending September 30, 1997 - 
$150,000.00; (c) Quarter ending December 
31, 1997 - ($75,000.00); (d) Quarter ending 
March 31, 1998 - $1.00; and (e) Quarter 
ending June 30 1998 - $50,000.00.

		and inserting in lieu thereof the following:

	6.13 Net Income.  Borrower shall maintain 
on the last day of each of the following 
quarters, Net Income as follows: (a) Quarter 
ending September 30, 1998 - $250,000.00; 
(b) Quarter ending December 31, 1998 - -
($375,000.00); (c) Quarter ending March 31, 
1999 - ($125,000.00); and (d) Quarter ending 
June 30, 1999 and for each quarter thereafter - 
$1.00.

	8.	The Loan Agreement shall be amended by deleting 
the Compliance Certificate attached as Exhibit D to 
the Loan Agreement and inserting in lieu thereof 
Exhibit D attached to this Loan Modification 
Agreement.

?	9.	The Loan Agreement shall be amended by deleting 
the Borrowing Base Certificate attached as Exhibit 
C to the Loan Agreement and inserting in lieu 
thereof Exhibit C attached to this Loan 
Modification Agreement.

4.	FACILITY FEE.  Borrower shall pay to Bank a facility fee (the 
"Facility Fee") equal to Ten Thousand Dollars ($10,000.00) which fee shall 
be due on the date hereof and which shall be deemed fully earned as of the 
date hereof.

 5.	RATIFICATION OF LOAN DOCUMENTS.  Borrower hereby 
ratifies, confirms, and reaffirms all terms and conditions of all security or 
other collateral granted to the Bank, and confirms that the indebtedness and 
Obligations secured thereby includes, without limitation, the Indebtedness.

6.	CONSISTENT CHANGES.  The Existing Loan Documents are 
hereby amended wherever necessary to reflect the changes described above.


7.	NO DEFENSES OF BORROWER.  Borrower agrees that it has no 
defenses against the obligations to pay any amounts under the Indebtedness.


8.	CONTINUING VALIDITY.  Borrower understands and agrees that 
in modifying the existing Indebtedness, Bank is relying upon Borrower's 
representations, warranties, and agreements, as set forth in the Existing Loan 
Documents.  Except as expressly modified pursuant to this Loan 
Modification Agreement, the terms of the Existing Loan Documents remain 
unchanged and in full force and effect.  Bank's agreement to modifications 
to the existing Indebtedness pursuant to this Loan Modification Agreement 
in no way shall obligate Bank to make any future modifications to the 
Indebtedness.  Nothing in this Loan Modification Agreement shall constitute 
a satisfaction of the Indebtedness.  It is the intention of Bank and Borrower 
to retain as liable parties all makers and endorsers of Existing Loan 
Documents, unless the party is expressly released by Bank in writing.  No 
maker, endorser, or guarantor will be released by virtue of this Loan 
Modification Agreement.  The terms of this paragraph apply not only to this 
Loan Modification Agreement, but also to all subsequent loan modification 
agreements.

9.	JURISDICTION/VENUE.  Borrower accepts for itself and in 
connection with its properties, unconditionally, the non-exclusive 
jurisdiction of any state or federal court of competent jurisdiction in the 
Commonwealth of Massachusetts in any action, suit, or proceeding of any 
kind against it which arises out of or by reason of this Loan Modification 
Agreement; provided, however, that if for any reason Bank cannot avail 
itself of the courts of the Commonwealth of Massachusetts, then venue shall 
lie in Santa Clara County, California.

10.	COUNTERSIGNATURE.  This Loan Modification Agreement shall 
become effective only when it shall have been executed by Borrower and 
Bank (provided, however, in no event shall this Loan Modification 
Agreement become effective until signed by an officer of Bank in 
California),

	This Loan Modification Agreement is executed as of the date first 
written above.


BORROWER:	BANK:

METRISA, INC., formerly known as	SILICON VALLEY BANK, 
doing Holometrix, Inc., successor 	doing business as 
by merger with, doing business as among	SILICON VALLEY EAST	
others, Tytronics Incorporated


By:_______________________	By:____________________

Name:_____________________	Name:__________________

Title:______________________	Title:___________________	

 		SILICON VALLEY BANK
	

						
		By:____________________

	Name:__________________
						
		Title:___________________
 	(signed in Santa Clara 
County, California)
	


 

 
 
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