THERMO TERRATECH INC
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

                                                                    Exhibit 10.3












                           STOCK REPURCHASE AGREEMENT

                                 by and between

                              THERMO TERRATECH INC.
                                    as Seller

                                       and

                           NORMANDEAU ASSOCIATES, INC.
                                    as Buyer







<PAGE>



                           STOCK REPURCHASE AGREEMENT

      This Stock Repurchase  Agreement (the "Agreement") is made effective as of
the 30th day of June,  2000 by and between  Normandeau  Associates,  Inc., a New
Hampshire  corporation  (the  "Company") and Thermo  TerraTech  Inc., a Delaware
corporation (the "Seller").

      WHEREAS, prior to the completion of the transactions  contemplated by this
Agreement and other  agreements of the Company  entered into and made  effective
contemporaneously  with this  Agreement,  the  Seller is the owner of 250 shares
(the "Common  Shares") of Common  Stock,  $1.00 par value per share (the "Common
Stock"),  and 750 shares (the "Preferred  Shares") of Preferred Stock, $1.00 par
value per share (the "Preferred Stock"). The Common Shares and Preferred Shares,
in the aggregate,  represent all of the issued and outstanding shares of capital
stock of the Company; and

      WHEREAS,  the Seller desires to sell,  and Company  desires to repurchase,
all of the Common Shares, subject to the terms and conditions of this Agreement;
and

      WHEREAS,  in  connection  with the  consummation  of this  Agreement,  the
Company  shall effect an increase in its  authorized  capital  stock  through an
amendment  to its  Articles of  Incorporation  and a stock  split (the  "Split")
increasing  the amount of Common  Shares from 250 to 33,682 and  increasing  the
amount of Preferred Shares from 750 to 8,518; and

      WHEREAS,  the Seller and the Company agree that the Preferred Shares shall
be retained by the Seller and the terms, rights and preferences of the Preferred
Stock  shall be  amended  and  restated  in  accordance  with the  terms of this
Agreement; and

      WHEREAS, immediately prior to the completion of the sale and repurchase of
the Common  Shares,  the Company  shall issue and sell to the parties  listed on
Schedule A hereto,  an aggregate of Thirty Three  Thousand Six Hundred Eight Two
(33,682)  shares of Common  Stock,  $0.01 par  value per  share,  pursuant  to a
private  placement (the "Private  Placement") to be completed in compliance with
Rule 505 of  Regulation  D,  promulgated  under the  Securities  Act of 1933, as
amended, and applicable state securities or so-called, blue sky laws; and

      WHEREAS, the Company has established an Employee Stock Ownership Plan (the
"ESOP") to acquire  Twenty Six Thousand Four Hundred  (26,400)  shares of Common
Stock of the Company in the Private Placement; and

      WHEREAS,  in order  for the  ESOP to have  available  sufficient  funds to
complete  its  acquisition  of the Common  Stock in the Private  Placement,  the
Company, contemporaneously with the transactions contemplated by this Agreement,
is entering into Term Loans and a Revolving  Line of Credit  (collectively,  the
"Credit Facility") with Citizen's Bank of Massachusetts (the "Bank"); and
<PAGE>

      WHEREAS, certain officers,  directors, and employees of the Company (each,
an "Employee  Investor")  are  acquiring,  in the aggregate  Seven  Thousand Two
Hundred Eighty Two (7,282) shares of Common Stock in the Private Placement; and

      WHEREAS,  in connection with the completion of the Private Placement,  the
Company has prepared  and  delivered  to the ESOP and each  Employee  Director a
Private Placement Memorandum,  dated June 20, 2000 (the "PPM"). In addition, the
ESOP and each  Employee  Investor has  executed  and  delivered to the Company a
Subscription Agreement,  Purchaser Questionnaire,  and Investment Representation
Letter in  substantially  the form attached  hereto as Exhibit A, Exhibit B, and
Exhibit C, respectively; and

      WHEREAS,  immediately prior to the closing of the Private  Placement,  the
Company  completed  the  transactions  with the  Bank to  establish  the  Credit
Facility, and loaned certain funds received in connection therewith to the ESOP;
and

      WHEREAS,  immediately  after the  closing of the Credit  Facility  and the
Private Placement, the parties desire to complete the transactions  contemplated
by this Agreement; and

      WHEREAS, concurrent with the consummation of the transactions contemplated
by this Agreement, the Seller is consummating a transfer of 500 Preferred Shares
(post Split) to John Appleton for an aggregate purchase price of $50,000.

      NOW,  THEREFORE,  in consideration of the mutual promises  hereinafter set
forth and other good and  valuable  consideration,  the receipt and  adequacy of
which are hereby acknowledged, the parties hereby agree as follows:

     1.  Repurchase  and Sale of the Common  Shares,  and Retention of Preferred
Shares and Restatement of the Terms and Preferences of the Preferred Stock.

          1.1 Repurchase of the Common Shares. Subject to and upon the terms and
     conditions  of  this  Agreement,   at  the  closing  of  the   transactions
     contemplated  by this  Agreement  (the  "Closing"),  the Seller  will sell,
     transfer,  and  deliver to the  Company,  and the  Company  will  purchase,
     acquire,  accept and pay for, all of the Common  Shares,  free and clear of
     all  Security  Interests,  restrictions,  claims or rights of another.  For
     purposes of this Agreement,  "Security  Interests" shall mean any mortgage,
     pledge,  lien,  encumbrance,  charge or other security interests other than
     (a) mechanic's, materialman's or similar liens, (b) liens for Taxes not yet
     due and payable,  (c) liens  securing  rental  payments under capital lease
     arrangements,  and (d)  other  liens  arising  in the  ordinary  course  of
     business and not incurred in connection  with the  borrowing of money;  and
     "Tax"  shall  mean any  federal,  state,  local or  foreign  income,  gross
     receipts,   license,  payroll,   employment,   excise,  severance,   stamp,
     occupation,  premium windfall profits, environmental (including taxed under
     Section 59A of the Internal Revenue Code of 1986, as amended (the "Code")),
     customs,  duties,  capital stock,  franchise,  profits withholding,  social
     security  (or  similar  tax),  unemployment,   disability,  real  property,
     personal  property,  sales,  use,  transfer,   registration,  value  added,
     alternative  or  add on  minimum,  estimated  or  other  tax  of  any  kind
     whatsoever,  including any interest,  penalty or addition thereto,  whether
     disputed or not.

                                       2
<PAGE>


     1.2 Consideration for the Common Shares. The aggregate  consideration to be
     paid by the Company for the Common  Shares  shall be the sum Three  Million
     Three Hundred  Sixty-Eight  Thousand Two Hundred Dollars  ($3,368,200) (the
     "Purchase Price"). At the Closing, the Purchase Price shall be delivered by
     the Company to the Seller by wire transfer of immediately  available  funds
     to an account designated by the Seller (the "Cash Payment").

     1.3  Retention  of  Preferred  Shares  and  Restatement  of the  Terms  and
     Preferences  of the Preferred  Stock.  In addition to the repurchase of the
     Common Shares at the Closing,  the Company  agrees that the Seller shall be
     entitled to retain 8,018 Preferred Shares.  Prior to the Private Placement,
     the  Company  shall  have (i) filed an Amended  and  Restated  Articles  of
     Incorporation  (the "Amended and Restated  Articles") with the Secretary of
     State of the State of New  Hampshire  that will  provide  for,  among other
     things,  an increase  in the  authorized  capital  stock of the Company and
     designation  of the  rights  and  preferences  as set  forth in the form of
     Amended and Restated  Articles of  Incorporation  of the Company,  attached
     hereto as Exhibit D, and (ii) effect a stock  split to increase  the amount
     of Preferred  Shares that shall be issued and  outstanding and owned by the
     Seller  to  Eight  Thousand   Eighteen  (8,018)  shares  and.  The  parties
     acknowledge and agree that upon completion of the transactions contemplated
     hereby,  the  Preferred  Shares will have an Original  Issue Price of Eight
     Hundred One Thousand Eight Hundred Dollars ($801,800).

     1.4 Closing. The closing of the transactions contemplated by this Agreement
     (the "Closing")  shall take place at the offices of Epstein Becker & Green,
     P.C., 75 State Street,  27th floor,  Boston,  Massachusetts  02109 at 10:00
     a.m.,  Boston Time, on July 5, 2000 (the  "Closing  Date") or at such other
     place,  time or date  as may be  mutually  agreed  upon in  writing  by the
     parties,  but in no event  later  than July 7,  2000.  The  Closing  of the
     transactions  shall be deemed effective as of 12:01 a.m., July 1, 2000 (the
     "Effective Date").

     1.5 Transfer of Certain Assets at the Closing. At the Closing,  there shall
     be transferred  from the Company to the Seller the following  assets of the
     Company (the "Excluded Assets"):

          (a)  cash as of midnight on the day prior to the Effective Date, which
               shall be subject to the Seller's normal sweep procedures from its
               lockbox numbered 198575 and account numbered  3750208214  located
               at the Bank of America in Atlanta, Georgia; and

          (b)  the intercompany receivable, with the exception of the line items
               set forth on Schedule  1.5(b) hereto,  owed to the Company by the
               Seller or its Affiliates, as shown on the Company's April 1, 2000
               Balance Sheet, as adjusted as at midnight on the day prior to the
               Effective Date.

     1.6  Uncleared  Checks.  The Seller shall retain the  liability for payment
     with respect to any checks of the Company  written  prior to the  Effective
     Date to pay for  services  or goods  received  in the  ordinary  course  of
     Company's business and consistent with the Company's past payment practices
     prior to the Closing. The Seller shall not be liable for any checks written
     to prepay for any goods or services.

                                       3
<PAGE>

      2.  Representations  of the  Seller  regarding  the  Seller and the Common
Shares.

     The Seller represents and warrants to the Company as follows:

     2.1  Organization.  The Seller is a  corporation  duly  organized,  validly
     existing and in good standing under the laws of the State of Delaware,  and
     has all requisite  power and authority to own its  properties,  to carry on
     its business as now being conducted,  to execute and deliver this Agreement
     and the agreements  contemplated herein, and to consummate the transactions
     contemplated hereby and thereby.

     2.2.  Ownership  and Title to Common  Shares.  The  Common  Shares  are not
     encumbered  and are freely  transferable  by Seller.  Seller holds good and
     marketable  title to the Common  Shares to be  transferred  to the  Company
     hereunder  and no third party can claim any right thereto or make any claim
     thereon.  The transfer of the Common Shares to the Company pursuant to this
     Agreement  will vest in the Company full title to the Common  Shares,  free
     and  clear of all  Security  Interests,  restrictions,  claims or rights of
     another.

     2.3  Authority.  Seller has full right,  power,  capacity and  authority to
     execute,   deliver  and  perform  this  Agreement  and  to  consummate  the
     transactions  contemplated hereby. This Agreement constitutes the valid and
     binding obligation of Seller enforceable  against it in accordance with the
     terms  hereof.  Neither the  execution,  delivery and  performance  of this
     Agreement nor the consummation of the transactions contemplated hereby will
     (i)  conflict  with  or  result  in a  violation,  breach,  termination  or
     acceleration of, or default under (or would result in a violation,  breach,
     termination,  acceleration  or default with the giving of notice or passage
     of time,  or both) any of the terms,  conditions or provisions of any note,
     bond,  mortgage,  indenture,  license,  agreement  or other  instrument  or
     obligation  to which either  Seller is a party or by which either Seller or
     any of its  properties or assets may be bound or affected or (ii) result in
     the violation of any order,  writ,  injunction,  decree,  statute,  rule or
     regulation  applicable  to either Seller or its  properties  or assets.  No
     consent or  approval  by, or  notification  to or filing  with,  any court,
     governmental  authority or any third party is required in  connection  with
     the execution,  delivery and performance of this Agreement by Seller or the
     consummation of the transactions contemplated hereby.

     2.4 No Broker.  The Seller represents and warrants that no person,  firm or
     corporation  has acted as a broker or finder for the  Seller in  connection
     with this Agreement or the transactions  contemplated  hereby and no broker
     or finder is entitled to any brokerage or finder's fee or other commissions
     in respect to such  transactions  based upon  agreements,  arrangements  or
     understanding made by or on behalf of the Seller.

     3. Representations of the Seller regarding the Company.

          The Seller represents and warrants to the Company as follows:

                                       4
<PAGE>

     3.1  Capitalization.  Without  giving  effect to the  transfer of Preferred
     Shares to John Appleton or the Private Placement,  the Preferred Shares and
     the Common  Shares are the only  issued and  outstanding  shares of capital
     stock of the Company and are validly issued,  fully paid and  nonassessable
     and owned,  beneficially and of record, by the Seller. No shares of capital
     stock of the Company are subject to, or have been issued in  violation  of,
     preemptive  rights.  The Company does not have outstanding (i) any stock or
     other securities convertible into or exchangeable for shares of its capital
     stock or containing  profit  participation  features,  or (ii) any options,
     warrants or rights to subscribe for or to purchase its capital stock or any
     stock or securities convertible into or exchangeable for its capital stock.
     The Company is not subject to any  obligation  (contingent or otherwise) to
     repurchase  or otherwise  acquire or retire any shares of its capital stock
     of any  warrants,  options,  or other rights to acquire its capital  stock.
     There  are  no  voting  agreements,   voting  trusts  or  other  agreements
     (including,  but not limited to, contractual or statutory preemptive rights
     or cumulative voting rights), commitments or understandings with respect to
     the voting or transfer of the capital stock of the Company. To the Seller's
     knowledge,  all  issuances,  sales and  repurchases  by the  Company of its
     shares  of  capital  stock  have  been  effected  in  compliance  with  all
     applicable laws,  including,  without  limitation,  applicable  Federal and
     state securities laws.

     3.2 Litigation.  There is no action,  suit,  investigation or proceeding to
     which  the  Company  is a party  pending  or,  to the  Seller's  knowledge,
     threatened  before any court or  governmental  agency,  authority,  body or
     arbitrator  that could  reasonably  be expected to have a material  adverse
     effect on the business,  operations  or financial  condition of the Company
     ("Material  Adverse  Effect").  The  Company  has not been  permanently  or
     temporarily  enjoined by any order,  judgment or decree of any court or any
     governmental  agency,  authority or body from engaging in or continuing any
     conduct or  practice  in  connection  with its  business.  To the  Seller's
     knowledge there is not in existence on the date hereof any order,  judgment
     or decree of any court,  tribunal or agency naming the Company or enjoining
     or requiring the Company to take any action of any kind with respect to its
     business.

     3.3 Consents and Approvals. The execution and delivery of this Agreement by
     the Seller does not, and the performance of the  transactions  contemplated
     hereby by the Seller will not,  require any filing with or notification to,
     or any consent, approval, authorization or permit from, any governmental or
     regulatory  authority  or any other person  except where  failure to obtain
     such  consents,  approvals,  authorizations  or  permits,  or to make  such
     filings or notifications (i) would not prevent or delay the consummation of
     the transactions  contemplated by this Agreement, and (ii) would not have a
     Material Adverse Effect on the Company. Except as set forth in this Section
     3.3,  the Seller  does not make any  representation  or  warranty as to any
     requirement that may exist for the Company to give any notice to, or obtain
     any  consent of, any third party in order to  consummate  the  transactions
     contemplated by this Agreement.

     3.4 Minute  Books.  To the  Seller's  knowledge,  the  minute  books of the
     Company contain  complete and correct copies of the minutes of each meeting
     and  each  action  by  written   consent  of  its  Board  of  Directors  or
     stockholders, and to the Seller's knowledge the stock ledger of the Company
     contains a complete and correct  record of all  issuances  and transfers of
     capital stock of the Company.

                                       5
<PAGE>

     3.5 Intellectual Property Matters .

          (a)  To the Seller's  knowledge,  the Company has all right, title and
               interest,  free and clear of any  liens,  charges,  encumbrances,
               restrictions,  royalties  or any  clams  of  ownership  by  third
               parties to U.S. Patent No. 4,970,988 issued November 20, 1990 and
               Canadian  Patent  No.   2,016,607   issued  June  30,  1992  (the
               "Company's   Patent"),   except  for  (i)  a  clerical  error  in
               recordation  of the  U.S.  Patent  as  having  been  assigned  to
               Normandeau Associates,  Inc., a Delaware corporation (the "Patent
               Recordation  Error"),  and (ii) a  security  assignment  recorded
               against the U.S. Patent held by Mellon Bank, N.A. as successor to
               Meritor  Savings  Bank,   dated  May  19,  1992  and  a  security
               assignment  recorded  against the Canadian Patent held by Meritor
               Savings  Bank  dated  October  27,  1992  (the  "Patent  Security
               Interests").

          (b)  To the Seller's  knowledge there exists no pending or anticipated
               litigation,  actions,  lawsuits  or  claims,  including,  without
               limitation, the filing or threatened filing, whether voluntary or
               involuntary,   of  insolvency  or   bankruptcy   proceedings   or
               forfeiture   proceedings   against   the   Company,   claims   of
               infringement  or  misappropriation,  or other claims material and
               adverse to the  ownership  rights of the Company  with respect to
               the Company's Patent.

     3.6 Taxes . To the Seller's  knowledge,  the Seller or its  affiliates,  on
     behalf of the Company,  has timely filed all Federal,  state, county, local
     and foreign Tax returns which it is required to have filed on behalf of the
     Company,  and  such  returns  are  complete  and  correct  in all  material
     respects. To the Seller's knowledge,  there are no unexpired waivers of any
     statute of limitations with respect to any Taxes relating to the Company or
     the  Company's  assets,  and the  Seller  is not a party to any  action  or
     proceeding by any  governmental  authority for the collection or assessment
     of Taxes relating to the Company or the Company's  assets.  To the Seller's
     knowledge,  the Company is not currently a beneficiary  of any extension of
     time within  which to file any Tax return,  and no claim has ever been made
     by an  authority  in a  jurisdiction  where the Company does not file a Tax
     return that it is or may be subject to taxation by that jurisdiction.

     3.7  Insurance  Policies  . The  insurance  policies  of the  Seller or its
     affiliates that relate to the business of the Company are in full force and
     effect, and the Seller is not in default under any of them.

     3.8 Employee Benefits.

     (a)  To the knowledge of the Seller, the Thermo Electron Corporation Choice
          Plan (the "Choice Plan") (and each related trust,  insurance contract,
          or fund)  complies in form and in operation  in all respects  with the
          applicable  requirements  of ERISA  and the  Code,  except  where  the
          failure  to comply  would not have a  material  adverse  effect on the
          financial condition of the Company taken as a whole.

     (b)  No action, suit, proceeding, hearing, or investigation with respect to
          the  administration or the investment of the assets of the Choice Plan
          (other than routine claims for benefits) is pending,  except where the
          action, suit,  proceeding,  hearing, or investigation would not have a
          material  adverse  effect on the  financial  condition  of the Company
          taken as a whole.

                                       6
<PAGE>

     3.9 Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLER
     CONTAINED IN THIS AGREEMENT, THE SELLER DISCLAIMS ALL WARRANTIES,  EXPRESS,
     IMPLIED OR  STATUTORY,  INCLUDING,  WITHOUT  LIMITATION,  ANY  WARRANTY  OF
     MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. FURTHER, ANY OF
     THE  FOREGOING  REPRESENTATIONS  IN  SECTION  2 OR 3  THAT  ARE  UNTRUE  OR
     INACCURATE, THE UNTRUTHFULNESS OR INACCURACY OF WHICH THE COMPANY OR ANY OF
     THE COMPANY'S MANAGEMENT HAVE KNOWLEDGE ON THE DATE HEREOF, SHALL BE DEEMED
     TO BE AMENDED OR MODIFIED TO THE EXTENT  NECESSARY TO RENDER IT  CONSISTENT
     WITH THE COMPANY'S  KNOWLEDGE.  THE  "COMPANY'S  KNOWLEDGE"  SHALL MEAN THE
     ACTUAL  KNOWLEDGE OF THE COMPANY'S SENIOR LEVEL  MANAGEMENT,  CONSISTING OF
     THE  FOLLOWING  INDIVIDUALS,  PAMELA S. HALL,  SUSAN  SANBORN  AND PETER C.
     KINNER,  REGARDING THE NATURE,  SCOPE AND DEGREE OF THE  UNTRUTHFULNESS  OR
     INACCURACY OF ANY OF THE REPRESENTATION OR WARRANTIES PROVIDED IN SECTION 2
     OR 3.

     4. Representations of the Company.


        The Company represents and warrants to the Seller as follows:

     4.1  Organization  .  The  Company  is a  New  Hampshire  corporation  duly
     organized,  validly  existing  and in good  standing  under the laws of the
     State of New  Hampshire,  and has all requisite  power and authority to own
     its  properties  and to carry on its  business as now being  conducted,  to
     execute and deliver this Agreement and the agreements  contemplated herein,
     and to consummate the  transactions  contemplated  hereby and thereby.  The
     Company is duly qualified to do business as a foreign  corporation in those
     jurisdictions  in which the conduct of the Company  requires the Company to
     be so qualified,  except where the failure to be so qualified does not have
     a Material Adverse Effect on the Company.

     4.2 Authorization .

     (a)  The  execution  and delivery by the Company of this  Agreement and the
          agreements  provided  for herein,  and the  agreements  related to the
          Private   Placement  and  the  consummation  by  the  Company  of  the
          transactions   contemplated   hereby  and  thereby,   have  been  duly
          authorized by all requisite  corporate action.  This Agreement and all
          such other  agreements and obligations  entered into and undertaken in
          connection  with  the  transactions  contemplated  hereby  and  by the
          Private Placement to which the Company is a party constitute the valid
          and legally binding obligations of it, enforceable against the Company
          in accordance with their respective terms.

     (b)  The  execution,  delivery and  performance  of this  Agreement and the
          agreements provided for herein, and the consummation by the Company of
          the transactions  contemplated  hereby and thereby,  will not, with or
          without  the  giving  of notice or the  passage  of time or both,  (a)
          violate the  provisions of any law,  rule or regulation  applicable to
          the Company;  (b) violate the  provisions of the charter or by-laws of
          the Company,  or the plan and trust  documents under which the ESOP is
          maintained;  (c) violate any judgment,  decree,  order or award of any
          court, governmental body or arbitrator; or (d) conflict with or result
          in the  breach  or  termination  of  any  term  or  provision  of,  or
          constitute a default under, or cause any acceleration  under, or cause
          the creation of any lien, charge or encumbrance upon the properties or
          assets of the Company  pursuant to any  indenture,  mortgage,  deed of
          trust or other agreement or instrument to which the Company is a party
          or by which the Company is or may be bound.

                                       7
<PAGE>

     (c)  The retention of the Preferred  Shares and the amendment to the terms,
          rights and  preferences of the Preferred Stock in accordance with this
          Agreement, and the issuance, sale and delivery of the shares of Common
          Stock   issuable  upon   conversion  of  the  Preferred   Shares  (the
          "Conversion  Shares")  will be prior to issuance duly  authorized  and
          reserved for issuance,  as the case may be, by all necessary corporate
          action  on the  part of the  Company.  The  Preferred  Shares  when so
          issued,  sold and delivered in accordance  with the provisions of this
          Agreement,  and the Conversion Shares,  when issued,  will be duly and
          validly issued,  fully paid and non-assessable,  free and clear of all
          Security  Interests,  restrictions,  claims or rights of  another.  No
          consent, approval or authorization of, or designation,  declaration or
          filing with, any governmental  authority or any other person or entity
          is required of the Company in connection  with the issuance,  sale and
          delivery of the Preferred  Shares in accordance with the terms of this
          Agreement.

     (d)  No consents or approvals of third  parties are required in  connection
          with the consummation by the Company of the transactions  contemplated
          by this Agreement.

     4.3  Financial  Capability  . Upon  closing of the Credit  Facility and the
     Private  Placement,  the Company  will have all funds  necessary to pay the
     Cash Payment and its related fees and expenses  (and will provide  evidence
     thereof to the Seller),  will have the financial capacity to perform all of
     its other obligations  under this Agreement,  will have no contemplation of
     insolvency,  and will have no intent to hinder, delay or defraud any of its
     or the  Company's  present or future  creditors.  The Company,  immediately
     after the Closing,  will be solvent,  will be able to meet its  obligations
     and debts as they become  due,  the value of the  Company's  assets at such
     time will  exceed the  Company's  liabilities,  and the  Company  will have
     adequate capital for the conduct of its business.

     4.4 Credit Facility . Immediately  prior to the Closing,  the Company shall
     have duly executed and  delivered to the Bank the  necessary  documents and
     agreements to complete the Credit Facility and provide funding to the ESOP.
     The Credit  Facility has been duly  authorized by all  necessary  corporate
     action and is an enforceable obligation of the Company.

     4.5 Private  Placement . The Company hereby  represents and warrants to the
     Seller the following in connection with the Private Placement:

     (a)  Immediately prior to the Closing, the Company shall have completed the
          Private Placement,  and in connection  therewith,  shall have received
          from the ESOP and each Employee Investor a duly executed  Subscription
          Agreement,   Purchaser  Questionnaire,   and  Investor  Representation
          Letter;

     (b)  The Private Placement has been conducted in compliance with applicable
          Federal and state securities, or so-called Blue Sky, laws;

                                       8
<PAGE>

     (c)  The funds  received by the Company in the Private  Placement are being
          used to fund a portion of the Cash  Payment  due to the  Seller  under
          this Agreement;

     (d)  In connection  with the Private  Placement,  the Company  prepared and
          distributed  to each  Employee  Investor the PPM and have  provided to
          each Employee  Investor an  opportunity  to ask  management  questions
          regarding the Private  Placement,  the Company,  the ESOP,  the Credit
          Facility,  the PPM, and the transactions  contemplated hereby. The PPM
          does not contain any untrue  statement  of a material  fact or omit to
          state a  material  fact  necessary  to make the  statements  contained
          therein not  misleading.  There is no material  fact that has not been
          disclosed  by the  Company  to the  Employee  Investors  or ESOP  that
          materially  adversely  effect or could  reasonably be  anticipated  to
          materially  adversely  effect the Company's  ability to consummate the
          transactions contemplated hereby.

     4.6 No Broker . The Company represents and warrants that no person, firm or
     corporation  has acted as a broker or finder for the Company in  connection
     with this Agreement or the transactions  contemplated  hereby and no broker
     or finder is entitled to any brokerage or finder's fee or other commissions
     in respect to such  transactions  based upon  agreements,  arrangements  or
     understanding  made by or on behalf of the Company.  The Company  agrees to
     indemnify  and hold harmless the Seller  against any claims or  liabilities
     asserted  against it by any person acting or claiming to act as a broker or
     finder on behalf of the Company.

      5.    Certain Covenants.

     5.1  Confidentiality  . All  information  not  previously  disclosed to the
     public  or  generally  known  to the  persons  engaged  in  the  respective
     businesses  of the Company or the Seller that shall have been  furnished by
     the  Company  or the  Seller  to the  other  party in  connection  with the
     transactions  contemplated hereby or as provided pursuant to this Section 5
     shall not be  disclosed  to any other  person  other than their  respective
     employees, directors, attorneys, accountants, lenders or financial advisors
     or other than as contemplated  herein.  In the event that the  transactions
     contemplated  by  this  Agreement  shall  not  be  consummated,   all  such
     information  which  shall be in  writing  shall be  returned  to the  party
     furnishing the same, including, to the extent reasonably  practicable,  all
     copies or reproductions  thereof which may have been prepared,  and neither
     party shall at any time thereafter  disclose to any third parties,  or use,
     directly or indirectly, for its own benefit, any such information,  written
     or oral, about the business of the other party hereto.

     5.2 Public Announcements.  Except as otherwise required by law, the parties
     agree  that any and all  general  public  pronouncements  or other  general
     public  communications  concerning  this  Agreement  and  the  transactions
     contemplated   hereby,   and  the  timing,   manner  and  content  of  such
     disclosures, shall be subject to the mutual agreement of the Seller and the
     Company;  provided,  however,  that  another  party  may  make  any  public
     disclosure  that it believes in good faith is required by applicable law or
     any listing or trading agreement concerning its publicity-traded securities
     (in which case the disclosing party will use its best efforts to advise the
     other party prior to making the disclosure).

                                       9
<PAGE>

     6. Closing  Deliveries  of the Seller.  At the Closing,  the Company  shall
receive  documents,  instruments or  certificates  as the Company may reasonably
request including, without limitation, the following:

     6.1  Secretary's  Certificate  . A  certificate  signed by the Secretary or
     Assistant  Secretary  of the Seller  attesting to the  authenticity  of the
     resolutions authorizing the transactions contemplated by this Agreement and
     the incumbency of the Seller's officers.

     6.2 Good Standing and Foreign Qualification  Certificates.  Certificates of
     the  Secretary  of State  of the  State of New  Hampshire  as to the  legal
     existence  and  good  standing  of the  Company  in New  Hampshire  and the
     certificates  of the Secretary of State of each of the following  states as
     to the foreign qualification therein:  Florida,  Georgia,  Illinois,  Iowa,
     Maine,  Maryland,  Massachusetts,  Michigan,  Mississippi,  New Jersey, New
     York, North Carolina, Oregon,  Pennsylvania,  Rhode Island, South Carolina,
     Texas, Virginia, West Virginia and Wisconsin.

     6.3  Consents  of Third  Parties  . Copies of all  requisite  consents  and
     approvals of all lenders,  lessors and other third parties whose consent or
     approval is required in order for the Seller to consummate the transactions
     contemplated by this Agreement.

     6.4 Stock Certificates . The stock  certificate(s)  representing the Common
     Shares, duly endorsed to the Company in accordance with this Agreement.

     6.5 Charter Document. A certified copy of the Amended and Restated Articles
     of  Incorporation  of the  Company,  duly  filed with and  accepted  by the
     Secretary of State of the State of New  Hampshire  establishing  the terms,
     rights and preferences of the Preferred Shares.

     6.6 Cross  Receipt . A cross  receipt  executed  by the Seller  (the "Cross
     Receipt"), in substantially the form attached hereto as Exhibit E.

     6.7 South Carolina Real Estate Lease.  The Seller shall execute and deliver
     an assumption of the Amended and Restated Lease Agreement  between Henry J.
     Kania,  Bonny D. Kania, James O'Hara and Mary G. O'Hara and Environmental &
     Chemical  Sciences,  Inc. dated as of January 28, 1988 (the "South Carolina
     Lease") in form and substance satisfactory to the Company.

     7. Closing  Deliveries  of the Company . At the  Closing,  the Seller shall
receive all documents,  instruments or certificates as the Seller may reasonably
request including, without limitation, the following:

     7.1  Secretary's  Certificate  . A  certificate  signed by the Secretary or
     Assistant  Secretary of the Company  attesting to the  authenticity  of the
     resolutions authorizing the transactions contemplated by this Agreement and
     the incumbency of the Company's officers.

                                       10
<PAGE>

     7.2 Good Standing and Foreign Qualification Certificates.

     (a)  Certificates  of the  Secretary of State of the State of New Hampshire
          as to the legal  existence  and good  standing  of the  Company in New
          Hampshire  and the  certificates  of the Secretary of State of each of
          the following states as to the foreign qualification therein: Florida,
          Georgia,  Illinois,  Iowa, Maine, Maryland,  Massachusetts,  Michigan,
          Mississippi,   New  Jersey,   New  York,   North   Carolina,   Oregon,
          Pennsylvania,  Rhode Island,  South Carolina,  Texas,  Virginia,  West
          Virginia  and  Wisconsin.  (b)  A  certificate  of  the  ESOP  trustee
          pertaining to the proper establishment and legal existence of the ESOP
          trust.

     7.3  Consents  of Third  Parties.  Copies  of all  requisite  consents  and
     approvals of all lenders,  lessors and other third parties whose consent or
     approval  is  required  in  order  for  the  Company  to   consummate   the
     transactions contemplated by this Agreement.

     7.4 Cash Payment. The Cash Payment.

     7.5 Stock  Certificate  . A certificate  representing  all of the Preferred
     Shares.

     7.6 Charter Document. A certified copy of the Amended and Restated Articles
     of  Incorporation  of the  Company,  duly  filed with and  accepted  by the
     Secretary of State of the State of New  Hampshire  establishing  the terms,
     rights and preferences of the Preferred Shares.

     7.7 Cross Receipt. The Cross Receipt executed by the Company.

     7.8  Credit  Facility  .  Evidence  satisfactory  to the  Seller  that  all
     documents  related to the completion of the Credit  Facility have been duly
     executed and delivered by the Company.

     7.9  Private  Placement.  Evidence  satisfactory  to the  Seller  that  all
     documents related to the completion of the Private Placement have been duly
     executed and delivered by the Company, the ESOP and each Employee Investor.

     7.10 Motor  Vehicle  Leases.  The  Company  shall  execute  and  deliver an
     assumption  of the motor  vehicle  leases  identified in Schedule 7.10 (the
     "Motor Vehicle  Leases") and all  obligations and liabilities in connection
     therewith  in form and  substance  satisfactory  to the  Seller  and  shall
     provide evidence of having named Thermo Electron  Corporation as additional
     insured on each insurance policy for each vehicle leased thereunder.

     8. Indemnification.


                                       11
<PAGE>

     8.1 By the Seller.  The Seller hereby agrees to indemnify and hold harmless
     the Company  from and against all  claims,  damages,  losses,  liabilities,
     obligations,  judgments,  liens,  injunctions,  charges,  orders,  decrees,
     rulings,  assessments,  penalties,  fines,  costs and expenses  (including,
     without limitation,  settlement costs and any reasonable legal,  accounting
     or other expenses for  investigating or defending any actions or threatened
     actions)  (collectively,  the  "Losses")  as a result of,  resulting  from,
     arising  out  of,  related  to or in  connection  with  any  breach  of any
     representation or warranty,  or  non-fulfillment  or non-performance on the
     part  of  the  Seller  of any  covenant  or  agreement  contained  in  this
     Agreement.  Notwithstanding any of the foregoing,  the Company shall not be
     entitled to  indemnification  hereunder  with  respect to any breach of any
     representation or warranty  contained in this Agreement by the Seller where
     it is  shown by a  preponderance  of the  evidence  that one or more of the
     Company's executive officers has actual knowledge prior to the Closing Date
     that such  representation  or warranty of the Seller is false or inaccurate
     when and as made hereunder.

     8.2 By the Company.  The Company hereby  indemnifies and holds harmless the
     Seller from and against all Losses in connection with:

     (a)  any breach of any  representation or warranty,  or  non-fulfillment or
          non-performance  on  the  part  of the  Company  of  any  covenant  or
          agreement, contained in this Agreement;

     (b)  any claim for  severance  payments  or other  liabilities  (including,
          without limitation,  any liability for wrongful discharge) that may be
          due to any employee of the Company by reason of (i) the termination of
          the  employment of any of the employees by the Company on or after the
          Closing  Date  or  (ii)  the  constructive  dismissal  of  any  of the
          employees  resulting from differences between the terms and conditions
          of their  employment  of the  Company  after the  Closing and those in
          effect prior to the Closing;

     (c)  any and all  liabilities  and  obligations  of the  Company  under  or
          relating  to  any  of  the  contracts  or  projects  of  the  Company,
          irrespective of whether such  liabilities or obligations  accrue prior
          to or  subsequent to the Closing or relate to the period of time prior
          to or subsequent to the Closing;

     (d)  any and  all  liabilities  and  obligations  of the  Seller  under  or
          relating  to the leases for the  Company's  various  office  spaces as
          identified on Schedule 8.2 hereto;

     (e)  any and all other  liabilities and obligations of the Seller (i) under
          or  relating  to  compliance  with  any  statute,  regulation  or rule
          relating to the protection of the  environment  or to the  generation,
          transportation,  storage,  treatment,  disposal or  management  of any
          "hazardous  material"  (as so  defined  under  the  Federal  Hazardous
          Materials  Transportation  Act,  codified  within 49  U.S.C.  Sections
          5101-5127  and its  implementing  regulations,  or under  any  similar
          federal,  state or local law);  "hazardous waste" (as so defined under
          the  Federal  Solid  Waste  Disposal  Act as amended  by the  Resource
          Conservation  and Recovery Act, as codified within 42 U.S.C.  Sections
          6901-6992k  and its  implementing  regulations,  or under any  similar
          federal,  state or local laws); and/or any "hazardous  substances" (as
          listed  or  identified  pursuant  to the  Comprehensive  Environmental
          Response,  compensation  and  Liability Act of 1980, as amended by the
          Superfund  Amendments and Reauthorization Act of 1986 in Section 302.4
          of the  National  Contingency  Plan  (Title 40 of the Code of  Federal
          Regulations) as in effect as of the Closing Date, or under any similar
          federal,  state or local  laws;  and (ii) all  other  liabilities  and
          obligations of the Seller  resulting from the conduct of the Company's
          business prior to the Effective Date;

                                       12
<PAGE>

     (f)  any and all liabilities,  claims, actions, obligations and the like of
          the Company related to or in connection with the Credit Facility;

     (g)  any and all  liabilities,  claims,  actions,  obligations and the like
          related to or in  connection  with the Private  Placement,  including,
          without limitation, the PPM and compliance with applicable Federal and
          state securities laws; and

     (h)  any and all liabilities,  claims, actions, obligations and the like of
          the related to or in connection  with the operation of the business of
          the Company, including but not limited to the Motor Vehicle Leases and
          all  insurance  obligations  and claims with respect  thereto,  on and
          after the Effective Date.

     8.3  Claims  for  Indemnification.  Whenever  any  claim  shall  arise  for
     indemnification  under this  Section 8, the Company or the  Seller,  as the
     case may be (the  party  seeking  such  indemnification,  the  "Indemnified
     Party"), shall promptly notify the other party or parties hereto (the party
     or parties from whom indemnification is sought, the "Indemnifying  Party"),
     and such  Indemnifying  Party's counsel  pursuant to Section 11 herein,  in
     writing (the  "Indemnification  Notice") of the claim,  which writing shall
     include  the facts  constituting  the basis for such  claim,  the  specific
     section of this Agreement upon which the claim is based and an estimate, if
     possible,  of the amount of damages  suffered by the Indemnified  Party. In
     the event of any such claim for indemnification hereunder resulting from or
     in  connection  with any  claim or legal  proceedings  by a third  party (a
     "Third Party Claim"),  the Indemnification  Notice shall specify, if known,
     the amount or an estimate of the amount of the liability  arising therefrom
     and shall attach all  correspondence  and demands from such third party. In
     the event that any claim for indemnification involves a matter other than a
     Third Party Claim, the  Indemnifying  Party shall have 30 days from receipt
     of the  Indemnification  Notice to object to such  claim by  delivery  of a
     written notice of such  objection to the  Indemnified  Party  specifying in
     reasonable  detail the basis for such  objection.  Failure to timely object
     shall  constitute  a  final  and  binding   acceptance  of  the  claim  for
     indemnification  by the  Indemnifying  Party and the claim shall be paid in
     accordance with Section 8.5 hereof.  The Indemnified Party shall not settle
     or  compromise  any  claim by a third  party for  which it is  entitled  to
     indemnification  hereunder  without the prior written consent,  which shall
     not  be  unreasonably  withheld  or  delayed,  of the  Indemnifying  Party;
     provided,  however,  that if suit shall have been  instituted  against  the
     Indemnified  Party and the Indemnifying  Party shall not have taken control
     of such suit within ten (10) days after notification  thereof,  as provided
     in Section 11 of this Agreement, the Indemnified Party shall have the right
     to settle or compromise  such claim upon giving notice to the  Indemnifying
     Party,  so  long  as  such  settlement  includes  a  full  release  of  the
     Indemnifying party from such Third Party Claim.

     8.4 Defense by the Indemnifying Party.

                                       13
<PAGE>

     (a)  In  connection  with  any  claim  which  may  give  rise to  indemnity
          hereunder  resulting  from  or  arising  out of  any  claim  or  legal
          proceeding  by  a  person  other  than  the  Indemnified   Party,  the
          Indemnifying  Party, at the sole cost and expense of the  Indemnifying
          Party, may, upon written notice given to the Indemnified Party, assume
          the defense of any such claim or legal  proceeding if the Indemnifying
          Party  acknowledges to the Indemnified Party in writing the obligation
          of the  Indemnifying  Party to indemnify  the  Indemnified  Party with
          respect to all  elements  of such  claim.  If the  Indemnifying  Party
          assumes  the  defense  of any  such  claim or  legal  proceeding,  the
          Indemnifying Party shall select counsel to conduct the defense of such
          claims or legal proceedings (which may include Epstein Becker & Green,
          P.C.) and,  at the sole cost and  expense of the  Indemnifying  Party,
          shall take all steps it deems  necessary or appropriate in the defense
          or settlement  thereof.  The Indemnifying Party shall not consent to a
          settlement  of, or the entry of any judgment  arising  from,  any such
          claim or legal  proceeding  without the prior  written  consent of the
          Indemnified Party (which consent shall not be unreasonably withheld or
          delayed),  unless such settlement or judgement includes a full release
          of the Indemnified  Party from such Third Party Claim. The Indemnified
          Party  shall be  entitled  to  participate  in (but not  control)  the
          defense  of any  such  action,  with  its own  counsel  and at its own
          expense.  If the Indemnifying Party does not assume the defense of any
          such  claim or  litigation  resulting  therefrom  within ten (10) days
          after  the date it  receives  written  notice of such  claim  from the
          Indemnified  Party: (a) the Indemnified  Party may defend against such
          claim  or  litigation  in such  manner  as it may  deem  necessary  or
          appropriate,  including,  but not limited to,  settling  such claim or
          litigation  (subject  to the last  sentence of Section  8.3),  on such
          terms  as the  Indemnified  Party  may deem  appropriate,  and (b) the
          Indemnifying  Party  shall  be  entitled  to  participate  in (but not
          control) the defense of such  action,  with its counsel and at its own
          expense.  If the  Indemnifying  Party thereafter seeks to question the
          manner in which the Indemnified  Party defended such Third Party Claim
          or the amount or nature of any such settlement, the Indemnifying Party
          shall have the burden to prove by a preponderance of the evidence that
          the Indemnified  Party did not defend or settle such Third Party Claim
          in a reasonably prudent manner.

     (b)  The Indemnifying  Party and the Indemnified Party shall cooperate with
          each other in all reasonable  respects in connection  with the defense
          of any Third Party Claim,  including making available records relating
          to such claim and furnishing employees of the Indemnified Party as may
          be reasonably necessary for the preparation of the defense of any such
          Third Party Claim or for  testimony  as  witnesses  in any  proceeding
          relating to a Third Party Claim.

     8.5 Payment of Indemnification  Obligation . Upon a final  determination of
     an indemnification  claim made by the Indemnified Party, whereby such final
     determination  is by reason of (i) a failure of the  Indemnifying  Party to
     timely object to an Indemnification  Notice or (ii) the mutual agreement of
     the Indemnifying Party and the Indemnified Party, or (iii) a final award or
     judgment  pursuant  to  Section  10  hereof,  then the amount of the Losses
     stated in such claim or otherwise agreed to or awarded, as the case may be,
     shall be paid by the Indemnifying Party to the Indemnified Party payment in
     cash or by cashier's  check or by wire  transfer of  immediately  available
     funds.

                                       14
<PAGE>

     8.6  Survival  of  Representations;  Claims  for  Indemnification  . Unless
     otherwise provided herein, all representations and warranties  contained in
     this Agreement shall survive until the 18 month  anniversary of the Closing
     Date and any claim for indemnification  must be made on or prior to such 18
     month anniversary, except for (i) claims, if any, asserted in writing prior
     to such date and identified as a claim for indemnification pursuant to this
     Section 8, which shall  survive  until  finally  resolved and  satisfied in
     full, (ii) claims based upon fraud or intentional misrepresentation,  which
     shall survive  indefinitely,  or (iii) claims  related to the Motor Vehicle
     Leases, which shall survive until such leases are terminated or expired and
     of no further force or effect.

     8.7 Limitations on Indemnification Obligations.

     (a)  The  Indemnified  Party  shall not be  entitled  to  recover  from the
          Indemnifying Party under this Section 8 unless and until the aggregate
          amount of all Losses by the  Indemnified  Party  under this  Section 8
          exceeds  $100,000 (the  "Basket").  The parties hereto agree that once
          the aggregate  amount of Losses by any  Indemnified  Party exceeds the
          Basket,  the Indemnified  Party shall be entitled to indemnity for the
          amount of all claims  made by the  Indemnified  Party in excess of the
          Basket.  The  Indemnifying  Party  shall not be  obligated  to pay any
          Losses  under this Section 8 once the  aggregate  amount of all Losses
          paid by such Indemnifying Party under this Section 8 equals $1,500,000
          (the "Cap"). Notwithstanding the foregoing, the Cap shall not apply to
          (i)  any  indemnification  claims  based  upon  fraud  or  intentional
          misrepresentation  and the  Indemnified  Party  shall be  entitled  to
          recovery for all Losses in connection with claims pursuant to fraud or
          intentional  misrepresentation,  (ii) any indemnification claims based
          upon Section 2.2, (iii) any indemnification  claims based upon failure
          of the Company to perform or pay the  liabilities of the Company after
          the  Effective  Date as and when  due,  and  (iv) any  indemnification
          claims  based upon Section  8.2(b-g).  In the case of  8.7(a)(ii)  the
          Company  shall be entitled to recover all Losses  resulting  therefrom
          and in either case of  8.7(a)(iii)  or 8.7(a)(iv)  the Seller shall be
          entitled to recover for all Losses resulting therefrom.

     (b)  Subject to the  provisions  of this  Section 8, an  Indemnified  Party
          shall be entitled  to recover  the full amount of any Losses  incurred
          due to the  matter  for  which  indemnification  is  sought,  but  any
          recovery shall be net of any economic benefit to which the Indemnified
          Party is entitled due to such Losses,  including,  without limitation,
          (i) any tax  refund,  reduction  or  benefit  and (ii)  any  insurance
          proceeds (excluding  self-insured amounts and deductible amounts).  In
          no event shall any Indemnified  Party be awarded  punitive or multiple
          damages.

     8.8  Liability  for  Taxes.  The  following  provisions  shall  govern  the
     allocation of  responsibility as between Company and Seller for certain tax
     matters prior and subsequent to the Effective Date:

     (a)  Allocation of Taxes; Seller's Indemnification for Taxes of the Company
          Prior to the Effective  Date.  Notwithstanding  anything herein to the
          contrary, the Seller shall be responsible for all Taxes imposed on the
          Company  or any  affiliated  group in which  the  Company  is or was a
          member for all taxable periods, or portions of taxable periods, ending
          before  or as of the  close of  business  on the  Effective  Date (the
          "Seller  Taxes").  Whenever in  accordance  with this Section 8.8, the
          Seller shall be required to pay the Company the Seller Taxes,  subject
          to the  parties'  right to  dispute  the  amount of such Taxes in good
          faith with the appropriate  taxing  authority,  such payments shall be
          made on the later of (i) ten (10)  days  after  requested  or (ii) ten
          (10) days before the  requesting  party is required to pay or cause to
          be paid the related Tax liability and the parties shall treat any such
          payments as a purchase price  adjustment  for tax purposes.  Where the
          Seller Taxes are  calculated on the basis of a period which included a
          day after the Effective Date, such Seller Taxes shall be calculated on
          the basis of the  taxable  income of the Company as though the taxable
          year  of the  Company  terminated  at the  close  of  business  on the
          Effective Date.  Seller shall indemnify and hold the Company  harmless
          from and against all  liabilities  for the Seller  Taxes to the extent
          such Taxes have not been paid.

                                       15
<PAGE>

     (b)  Returns for Tax Periods  Ending on or before the Effective  Date.  The
          Seller  shall  file (or  cause to be  filed)  any Tax  Returns  of the
          Company for Tax  periods  ending on or before the  Effective  Date for
          which Tax Returns shall not have been filed before the Effective Date.
          Such Tax Returns  shall be prepared  on a basis  consistent  with past
          practice  to the extend  such past  practice  is  consistent  with all
          federal, state, local and foreign Tax laws, rules and regulation.

     (c)  Retention of Records.  Each of the Company and the Seller shall retain
          all books,  records and other data  pertaining  to Tax matters for all
          open periods through the Effective Date. In particular, the Seller and
          the Company  shall retain all Tax Returns,  schedules and work papers,
          and all material  records and other  documents  relating  thereto with
          respect to the operations of the Company prior to the Effective  Date,
          until the expiration of the statute of limitations (and, to the extent
          notified by the Seller, any extensions  thereof) of the respective Tax
          periods.

     (d)  Seller Indemnification for Taxes. The Company shall indemnify and hold
          the Seller and any  Affiliates of the Seller  harmless from  liability
          for any Taxes  attributable  to the  operations of the business of the
          Company after the Effective Date.

     9. Post-Closing Agreements .

     9.1 The Seller's Post-Closing Agreements.  The Seller and the Company agree
     that from and after the Closing Date:

     (a)  Proprietary  Information  . The Seller  shall hold in  confidence  all
          knowledge  and  information  of a secret or  confidential  nature with
          respect to the terms of this  Agreement or the business of the Company
          and not to  disclose,  publish  or make  use of the same  without  the
          consent of the  Company,  except to the extent  that such  information
          shall  have  become  public  knowledge  other  than by  breach of this
          Agreement by the Company. The Seller agrees that the remedy at law for
          any breach of this  Section  9.1(a) would be  inadequate  and that the
          Company  shall be  entitled  to  injunctive  relief in addition to any
          other remedy it may have upon breach of any  provision of this Section
          9.1.

     (b)  Sharing  of Data . The  Seller  shall  have the  right for a period of
          three (3) years following the Closing Date to have  reasonable  access
          to such  books,  records and  accounts,  including  financial  and tax
          information,  correspondence,  production records,  employment records
          and other similar  information of the Company for the limited purposes
          of concluding its  involvement in the business of the Company prior to
          the  Closing  Date  and  for  complying  with  its  obligations  under
          applicable securities,  tax,  environmental,  employment or other laws
          and  regulations.  The  Company  shall  have the right for a period of
          three (3) years following the Closing Date to have  reasonable  access
          to those books,  records and  accounts,  including  financial  and tax
          information,  correspondence,  production records,  employment records
          and other  similar  records  which are  retained  by the Seller to the
          extent  that  any of the  foregoing  relates  to the  business  of the
          Company or is otherwise  needed by the Company in order to comply with
          its  obligations  under  applicable  securities,  tax,  environmental,
          employment or other laws and regulations.

                                       16
<PAGE>

     (c)  Further  Assurances  . At any  time and from  time to time  after  the
          Closing,  at the Company's request and without further  consideration,
          the Seller  shall  promptly  execute and deliver such  instruments  of
          sale, transfer, conveyance,  assignment and confirmation, and take all
          such other  action as the  Company  may  reasonably  request,  to more
          effectively  to  transfer,  convey and assign to the  Company,  and to
          confirm the  Company's  title to, among other things the Common Shares
          and the Company's Patent.

     (d)  Transition.  The Seller  will not take any action  that is designed or
          intended  to have the effect of  discouraging  any  lessor,  licensor,
          customer, supplier, or other business relationship of the Company from
          maintaining the same business relationships with the Company after the
          Closing as it maintained with the Company prior to the Closing.

     (e)  Covenant  Not to  Compete.  For a period of three  (3) years  from and
          after the Closing Date (the "Restricted Period"),  the Seller will not
          engage  directly  or  indirectly  in any  business  that  the  Company
          conducts as of the Closing Date in any geographic area in which any of
          the Company  conducts that business as of the Closing Date;  provided,
          however,  that ownership of less than 5% of the  outstanding  stock of
          any publicly traded  corporation  shall not be deemed to be engaged in
          any  business  solely by reason  thereof.  If the final  judgment of a
          court of competent jurisdiction declares that any term or provision of
          this Section  9.1(e) is invalid or  unenforceable,  the parties  agree
          that  the  court   making   the   determination   of   invalidity   or
          unenforceability  shall have the power to reduce the scope,  duration,
          or area of the term or provision, to delete specific words or phrases,
          or to replace any invalid or  unenforceable  term or provision  with a
          term or provision that is valid and enforceable and that comes closest
          to expressing  the intention of the invalid or  unenforceable  term or
          provision,  and this  Agreement  shall be  enforceable  as so modified
          after the  expiration  of the time within  which the  judgment  may be
          appealed.

     (f)  Non-Solicitation. Without limiting the generality of the provisions of
          Section  9.1(e),  the Seller hereby agrees that during the  Restricted
          Period it will not, without Company's prior written consent,  directly
          or indirectly, solicit, or participate as employee, agent, consultant,
          stockholder,  director, manager, partner or in any other individual or
          representative capacity in any business which solicits,  business from
          any  person,  firm,  corporation  or  other  entity  which is or was a
          customer of the Company  during the two (2) year period  preceding the
          date of such  solicitation,  or from any  successor in interest to any
          such person,  firm,  corporation or other entity,  in any case for the
          purpose of securing  business or contracts  related to the business of
          the Company. Notwithstanding the foregoing, the Seller shall not be in
          violation of this  Section  9.1(f) as a result of its  conducting  its
          ongoing  operations in the ordinary course of business and as a result
          of which the Seller may otherwise be deemed to have  violated  Section
          9.1(f).

                                       17
<PAGE>

     (g)  401 (k) Plan.

          (i)  Participation. Effective as of the Closing Date, all employees of
               the Company who are  continuing as employees of the Company after
               the   Closing   (the   "Transferred   Employees")   shall   cease
               participation   in  the  Choice  Plan.  As  soon  as  practicable
               following the Closing, the Company shall designate, or establish,
               a savings plan, qualified under Sections 401(a) and 401(k) of the
               Code,  and a trust  thereunder  that is  exempt  from  tax  under
               Section 501(a) of the Code  (collectively,  the "Company's 401(k)
               Plan"),  and shall allow all Transferred  Employees then employed
               by the Company and  previously  eligible  to  participate  in the
               Choice Plan to participate  in Company's  401(k) Plan on the same
               terms  and  conditions  as  apply  to  other  similarly  situated
               employees of Company.

          (ii) 401(k) Transfer.  As soon as practicable after the designation or
               establishment of the Company's 401(k) Plan, and upon (i) evidence
               reasonably  satisfactory to the Seller,  which may be in the form
               of an opinion of the Company's counsel, that the Company's 401(k)
               Plan is  qualified  under  Section  401(a) of the Code and exempt
               from tax under Section  501(a) of the Code,  evidence  reasonably
               satisfactory  to the  Company,  which  may be in the  form  of an
               opinion  of  the  Seller's  counsel,  that  the  Choice  Plan  is
               qualified  under  Section  401(a) of the Code and exempt from tax
               under Section  501(a) of the Code, and (ii)  satisfaction  of any
               other applicable legal requirements to such transfer,  the Seller
               shall cause the Choice Plan to transfer to the trust  established
               under the  Company's  401(k) Plan,  in cash or in other  property
               reasonably acceptable to the Company's 401(k) Plan's trustee, the
               full account balances of all Transferred Employees, determined as
               of a date that is as close as is  reasonably  practicable  to the
               date of transfer and determined  without regard to any applicable
               vesting schedule under the Choice Plan.

          (iii)Effect of Transfer - Indemnification.  The Seller and the Company
               agree that the transfer of the Choice Plan assets and liabilities
               contemplated  by this  Section  9.1(g) is intended to comply with
               Section  414(l)  of the  Code  and  any  other  applicable  legal
               requirements for such a transfer.  Upon the transfer, the Company
               shall indemnify and hold harmless the Choice Plan and the Seller,
               as well as  their  respective  affiliates,  directors,  officers,
               employees,  agents and fiduciaries,  from and against all losses,
               liabilities and expenses,  including reasonable expenses and fees
               of counsel, attributable to any action or inaction of the Company
               with respect to the account balances and liabilities  transferred
               to the Company's 401(k) Plan.

     (h) South Carolina  Lease.  The Company and Seller shall notify vendors and
     service  providers of utilities,  supplies and maintenance  with respect to
     the  property  covered by the South  Carolina  Lease of the transfer of the
     lease and cause all  invoices  or  accounts  related  thereto to run to the
     Seller.

     (i)  Company's  Patent.  Within a reasonable  time after the  Closing,  the
     Seller shall  deliver to the Company the filings  necessary for the Company
     to correct  the  Patent  Recordation  Error and remove the Patent  Security
     Interests,  provided that the Company  provides  reasonable  assistance and
     cooperation in connection therewith.

                                       18
<PAGE>

     9.2 The Company's Post-Closing Agreements. The Company agrees that from and
     after the Closing Date:

     (a)  Health Insurance. Effective as of Closing, the Company shall establish
          a new group health insurance plan or plans or designated  pre-existing
          group health  insurance plan or plans (the  "Company's  Medical Plan")
          that will  provide  coverage to all  Transferred  Employees  and their
          dependents  currently  eligible  under a group health  insurance  plan
          maintained  by the Seller or by the  Company  prior to the  Closing on
          terms and conditions  determined by the Company as appropriate for the
          Company's  employees   following  the  Closing.   Notwithstanding  the
          preceding  sentence  and  notwithstanding  the date an actual claim is
          submitted,  the  applicable  health  plan of the Seller  shall  retain
          responsibility  for all  eligible  services  or  payments  provided to
          employees  of the Company (or their  dependents)  under any such plan,
          whether maintained by the Seller or the Company,  prior to the Closing
          Date, and Company's Medical Plan shall be responsible for all eligible
          services or payments  provided to  employees  of the Company (or their
          dependants) on or after the Closing Date.

     (b)  Further  Assurances.  At any time and from time to time to time  after
          the   Closing,   at  the   Seller's   request  and   without   further
          consideration, the Company shall promptly and deliver such instruments
          or  documentation,  and take all such  other  action as the Seller may
          reasonably  request, to more effectively confirm the Seller's title to
          the Preferred Shares.

     (c)  Motor Vehicle  Leases.  Within 30 days after the Closing,  the Company
          shall  assume  the Motor  Vehicle  Leases  directly  with the  lessors
          thereunder. The Company acknowledges and agrees that the Motor Vehicle
          leases will be  terminated by Seller and Thermo  Electron  Corporation
          upon  expiration of said 30 days. The Seller shall present the Company
          with any purchase options under the Motor Vehicle Leases that arise as
          a result of said termination.

     10. Governing Law; Jurisdiction and Venue .

     10.1 Governing Law . This  Agreement  shall be governed by and construed in
     accordance  with the laws of The  Commonwealth  of  Massachusetts,  without
     regard to conflicts or choice of law provisions.

     10.2  Consent  to  Jurisdiction  . Each  party  to this  Agreement,  by its
     execution  hereof,  (a)  hereby   irrevocably   submits  to  the  exclusive
     jurisdiction of the state courts of The  Commonwealth of  Massachusetts  or
     the United States District Court for the District of Massachusetts  for the
     purpose of any action, claim, cause of action or suit (in contract, tort or
     otherwise),  inquiry,  proceeding or investigation  arising out of or based
     upon this Agreement or relating to the subject  matter  hereof,  (b) hereby
     waives,  to the extent not prohibited by applicable  law, and agrees not to
     assert by way of motion, as a defense or otherwise, in any such action, any
     claim  that  it  is  not  subject  to  the  personal  jurisdiction  of  the
     above-named  courts,  that its property is exempt or immune from attachment
     or  execution by reason of a lack of personal  jurisdiction,  that any such
     proceeding  brought in one of the above-named  courts is improper by reason
     of a lack of personal  jurisdiction or venue, or that this Agreement or the
     subject  matter hereof may not be enforced in or by such court by reason of
     a lack of personal  jurisdiction or improper  venue,  and (c) hereby agrees
     not to commence any action,  claim,  cause of action or suit (in  contract,
     tort or otherwise),  inquiry, proceeding or investigation arising out of or
     based upon this  Agreement or relating to the subject  matter  hereof other
     than before one of the above-named  courts,  nor to make any motion or take
     any other  action  seeking or intending to cause the transfer or removal of
     any such  action,  claim,  cause of  action or suit (in  contract,  tort or
     otherwise),  inquiry,  proceeding or  investigation to any court other than
     one of the above-named  courts whether on the grounds of inconvenient forum
     or otherwise.  Each party hereby consents to service of process in any such
     proceeding in any manner  permitted by  Massachusetts  law, and agrees that
     service of process  delivered  pursuant to Section 11 hereof is  reasonably
     calculated to give actual notice.

                                       19
<PAGE>

     10.3 WAIVER OF JURY TRIAL . TO THE EXTENT NOT  PROHIBITED BY APPLICABLE LAW
     WHICH  CANNOT BE WAIVED,  EACH OF THE PARTIES  HERETO  HEREBY  WAIVES,  AND
     COVENANTS  THAT IT WILL NOT ASSERT  (WHETHER  AS  PLAINTIFF,  DEFENDANT  OR
     OTHERWISE),  ANY RIGHT OT TRIAL BY JURY IN ANY CIVIL ACTION IN ANY FORUM IN
     RESPECT  OF ANY  ISSUE  OR  ACTION,  CLAIM,  CAUSE  OF  ACTION  OR SUIT (IN
     CONTRACT, TORT OR OTHERWISE),  INQUIRY, PROCEEDING OR INVESTIGATION ARISING
     OUT OF OR BASED UPON THIS  AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY
     WAY  CONNECTED   WITH  OR  RELATED  OR   INCIDENTAL  TO  THE   TRANSACTIONS
     CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A
     COPY OF THIS SECTION 10.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
     OF EACH SUCH PARTY OT THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

      11.  Notices.  Any notices or other  communications  required or permitted
hereunder shall be sufficiently given if delivered  personally,  by telecopy, or
sent  by  federal  express,  registered  or  certified  mail,  postage  prepaid,
addressed  as  follows or to such other  address of which the  parties  may have
given notice:

      To the Company:         Normandeau Associates, Inc.
                              25 Nashua Road
                              Bedford, New Hampshire 03110-550
                              Attention: Pamela S. Hall, President
                              Fax: (603) 472 - 7052

      With a copy to:         W. Terence Jones, Esquire
                              Maselan Jones & Stanzler, P.C.
                              50 Milk Street
                              Boston, Massachusetts 02109
                              Fax: (617) 451- 5174

                                       20
<PAGE>

      To the Company:         Thermo TerraTech Inc.
                              c/o Thermo Electron Corporation
                              81 Wyman Street
                              Waltham, Massachusetts 02454-9046
                              Attention:  Brian Holt
                              Fax:  (781) 622-1283

      with a copy to:         Thomas A. Rosenbloom, Esquire
                              Epstein Becker & Green, P.C.
                              75 State Street, 27th Floor
                              Boston, Massachusetts 02109
                              Fax: (617) 342-4001

Unless otherwise specified herein, such notices or other communications shall be
deemed received (a) on the date actually delivered, if delivered personally,  by
overnight  courier or by  telecopy  or (b) three (3)  business  days after being
sent, if sent by registered or certified mail.

     12. No  Third-Party  Beneficiaries.  This  Agreement  shall not  confer any
rights or remedies  upon any person or entity other than the parties  hereto and
their respective successors and permitted assigns.

     13. Construction.  The parties have participated jointly in the negotiation
and drafting of this Agreement.  In the event an ambiguity or question of intent
or  interpretation  arises,  this  Agreement  shall be  construed  as if drafted
jointly  by the  parties  and no  presumption  or  burden of proof  shall  arise
favoring  or  disfavoring  any party by virtue of the  authorship  of any of the
provisions of this  Agreement.  Any reference to any federal,  state,  local, or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations promulgated thereunder,  unless the context requires otherwise.  The
word "including" shall mean "including,  without limitation." The parties intend
that each  representation,  warranty,  and covenant  contained herein shall have
independent  significance.   If  any  party  has  breached  any  representation,
warranty,  or  covenant  contained  herein in any  respect,  the fact that there
exists  another  representation,  warranty,  or  covenant  relating  to the same
subject matter  (regardless  of the relative  levels of  specificity)  which the
party has not  breached  shall not detract  from or  mitigate  the fact that the
party is in breach of the first representation, warranty, or covenant.

     14. Specific Performance.  Each of the parties acknowledges and agrees that
the  other  parties  would  be  damaged  irreparably  in  the  event  any of the
provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached.  Accordingly,  each of the parties  agrees that
the other parties shall be entitled to an injunction or  injunctions  to prevent
breaches of the  provisions of this Agreement and to enforce  specifically  this
Agreement and the terms and  provisions  hereof in any action  instituted in any
court of the United States or any state  thereof  having  jurisdiction  over the
parties  and the matter,  in  addition to any other  remedy to which they may be
entitled, at law or in equity.

                                       21
<PAGE>

     15. Successors and Assigns.  This Agreement shall be binding upon and inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
assigns,  except that the Company, on the one hand, and the Seller, on the other
hand, may not assign their respective  obligations  hereunder  without the prior
written  consent of the other party.  Any  assignment in  contravention  of this
provision  shall be void. No assignment  shall release the Company or the Seller
from any obligation or liability under this Agreement.

     16. Entire Agreement;  Amendments;  Attachments. The Exhibits and Schedules
hereto  are  hereby  incorporated  as  integral  parts of this  Agreement.  This
Agreement, all Exhibits and Schedules hereto, and all agreements and instruments
to  be  delivered  by  the  parties   pursuant   hereto   represent  the  entire
understanding  and  agreement  between  the parties  hereto with  respect to the
subject  matter  hereof  and  supersede  all  prior  oral  and  written  and all
contemporaneous oral negotiations,  commitments and understandings  between such
parties.  The  parties  hereto may amend or modify this  Agreement  by a written
instrument executed by the Company and the Seller.

     17. Severability. Any provision of this Agreement which is invalid, illegal
or  unenforceable  in  any  jurisdiction  shall,  as to  that  jurisdiction,  be
ineffective to the extent of such  invalidity,  illegality or  unenforceability,
without   affecting  in  any  way  the  remaining   provisions  hereof  in  such
jurisdiction or rendering that or any other provision of this Agreement invalid,
illegal or unenforceable in any other jurisdiction.

     18. Expenses.  Except as otherwise  expressly provided herein, the Company,
on the one hand, and the Seller,  on the other hand, will pay all other fees and
expenses  incurred  by them in  connection  with the  transactions  contemplated
hereunder.

     19. Section  Headings.  The section headings are for the convenience of the
parties and in no way alter,  modify,  amend, limit, or restrict the contractual
obligations of the parties.

     20.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original, but all of which
shall be one and the same document.

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       22
<PAGE>



      IN WITNESS  WHEREOF,  this Agreement has been duly executed by the parties
hereto as of and on the date first above written.


                              NORMANDEAU ASSOCIATES, INC.



                              By:  _____________________________
                                    Pamela S. Hall, President


                              THERMO TERRATECH INC.



                              By:  _____________________________
                                     Brian Holt








                                       23


</TEXT>
</DOCUMENT>
