SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                                (Amendment No. 4)

                               FLIR Systems, Inc.
                                ---------------
                                (Name of Issuer)

                     Common Stock, par value $.01 per share
                   ------------------------------------------
                         (Title of Class of Securities)

                                   302445 10 1
                                 ---------------
                                 (CUSIP Number)

                             Seth H. Hoogasian, Esq.
                                 General Counsel
                                 (781) 622-1000
                           Thermo Electron Corporation
                                 81 Wyman Street
                             Waltham, MA 02454-9046
                   ------------------------------------------
       (Name, Address and Telephone Number of Person Authorized to Receive
                           Notices and Communications)


                                February 25, 2002
                             -----------------------
             (Date of Event which Requires Filing of this Statement)


     If the filing  person has  previously  filed a statement on Schedule 13G to
report the acquisition  which is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box [ ].

       Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.





-------- ----------------------------------------------------------------------
         NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  1.     Thermo Electron Corporation
         IRS No. 04-2209186

-------- ----------------------------------------------------------------------
  2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GOUP*
                                                                        (a) [ ]
                                                                        (b) [ ]

         -------- -------------------------------------------------------------
  3.     SEC USE ONLY

-------- ----------------------------------------------------------------------
  4.     SOURCE OF FUNDS*

         OO

-------- ----------------------------------------------------------------------
  5.     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEMS 2(d) or 2(e)                                          [ ]


-------- ----------------------------------------------------------------------
  6.     CITIZENSHIP OR PLACE OF ORGANIZATION

         State of Delaware
-------- ----------------------------------------------------------------------
     NUMBER OF SHARES         7.    SOLE VOTING POWER

                                    1,762,000
  BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH

--------------------------- ------- -------------------------------------------
                              8.    SHARED VOTING POWER

                                    0

--------------------------- ------- -------------------------------------------
                                    SOLE DISPOSITIVE POWER

                              9.    1,762,000

--------------------------- ------- -------------------------------------------
                             10.    SHARED DISPOSITIVE POWER

                                    0

-------- ----------------------------------------------------------------------
  11.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         1,762,000

-------- ----------------------------------------------------------------------
  12.    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

-------- ----------------------------------------------------------------------
  13.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         10.6%

-------- ----------------------------------------------------------------------
  14     TYPE OF REPORTING PERSON *

         CO
-------- ----------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




     Thermo  Electron  Corporation  hereby  amends its statement on Schedule 13D
relating  to the shares  (the  "Shares")  of common  stock,  par value $0.01 per
share, of FLIR Systems, Inc. (the "Issuer"), as set forth below.

Item 2. Identity and Background

     Item 2 is hereby amended and restated in its entirety as follows:

     This  Amendment  is  being  filed  by  Thermo  Electron   Corporation  (the
"Reporting  Person"),  pursuant  to  Rule  13d-2,  to  reflect  changes  in  the
information previously reported under Items 4, 5, 6 and 7 of this Schedule 13D.

     The Reporting  Person develops,  manufactures and markets  technology-based
instruments, components and systems serving multiple markets, including, without
limitation,  life  sciences,  telecommunications  and  food,  drug and  beverage
production.  The  Reporting  Person  also  develops,  manufactures  and  markets
diagnostic and monitoring products serving the healthcare industry.

     The  principal  business  address  and  principal  office  address  of  the
Reporting  Person,  a  Delaware  corporation,   is  81  Wyman  Street,  Waltham,
Massachusetts 02454-9046.

     Appendix A attached to this  Schedule  13D sets forth with  respect to each
executive  officer and director of the Reporting Person his or her (a) name; (b)
residence or business address;  (c) present  principal  occupation or employment
and the  name,  principal  business  and  address  of any  corporation  or other
organization in which such employment is conducted; and (d) citizenship.  To the
knowledge of the Reporting Person,  there is no person who may be deemed to be a
controlling person of the Reporting Person.

     During  the last five  years,  neither  the  Reporting  Person  nor (to the
knowledge  of the  Reporting  Person) any  executive  officer or director of the
Reporting Person has been convicted in a criminal proceeding  (excluding traffic
violations and similar misdemeanors).

     During  the last five  years,  neither  the  Reporting  Person  nor (to the
knowledge  of the  Reporting  Person) any  executive  officer or director of the
Reporting  Person  has  been a party  to a civil  proceeding  of a  judicial  or
administrative  body of competent  jurisdiction  which  resulted in a judgement,
decree or final order (i) enjoining  future  violations  of, or  prohibiting  or
mandating  activities  subject  to,  federal  or state  securities  laws or (ii)
finding a violation with respect to such laws.

Item 4. Purpose of Transaction

     The last two  paragraphs of Item 4 are hereby amended and restated in their
entirety as follows:

     Since July 2001, the Reporting  Person has from time to time sold Shares in
the open market as part of its overall  corporate  reorganization  announced  in
January 2000,  whereby the Reporting  Person has divested of noncore  businesses
and assets.  The Reporting  Person  expects to continue  selling  Shares in such
manner and in such amounts as it determines to be  appropriate.  In  determining
whether to do so, the Reporting Person will consider  various relevant  factors,
including  its  evaluation  of the Issuer's  business,  prospects  and financial



condition,  the market  price and trading  volume of the Shares,  the  Reporting
Person's  cash   requirements,   tax  and   accounting   considerations,   other
opportunities  available to the Reporting Person and general market and economic
conditions.  On October 30, 2001, the Reporting  Person entered into a "cashless
collar" agreement with Morgan Guaranty Trust Company of New York with respect to
250,000 Shares, the settlement of which is expected to occur on May 6, 2002. See
Item 6 of this Schedule 13D.

     Except as set forth in this Item 4 and Item 6, neither the Reporting Person
nor, to the  Reporting  Person's  knowledge,  any of the  executive  officers or
directors  of the  Reporting  Person has any current  plans or  proposals  which
relate to or would result in any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule  13D,  although  the  Reporting  Person and such other
persons do not rule out the  possibility  of  effecting or seeking to effect any
such actions in the future.

Item 5. Interest in Securities of the Issuer.

     Item 5 is hereby amended and restated in its entirety as follows:

     (a) The  Shares  beneficially  owned by the  Reporting  Person  consist  of
1,762,000 Shares, or approximately 10.6% of the outstanding Shares. As described
in  Item 6 of this  Schedule  13D,  the  Reporting  Person  has  entered  into a
"cashless  collar"  agreement  with respect to 250,000  Shares the settlement of
which is expected to occur on May 6, 2002.  To the  knowledge  of the  Reporting
Person,   the  executive   officers  and  directors  of  the  Reporting   Person
beneficially  own no Shares  within the meaning of Rule 13d-3 of the  Securities
Exchange Act of 1934, as amended.

     (b) The  Reporting  Person  has the sole  power to vote and  dispose of the
Shares beneficially owned by it.

     (c) Except as described below in this Item 5 and in Item 6 of this Schedule
13D, neither the Reporting Person nor, to the knowledge of the Reporting Person,
any person named in Appendix A  beneficially  has effected any  transactions  in
the Shares during the past 60 days.

     The  Reporting  Person has  effected the  following  open market sales with
respect to the Shares in the past 60 days:

---------------------------------------- --------------------------------------
 Date                           Amount                          Price per Share
---------------------------------------- --------------------------------------
02/25/02                        205,000                               $53.0670
----------------------------------------- -------------------------------------
02/26/02                        45,000                                $53.9889
---------------------------------------- --------------------------------------
02/28/02                        85,000                                $55.7135
---------------------------------------- --------------------------------------
03/01/02                        242,500                               $54.1608
---------------------------------------- --------------------------------------
03/04/02                        172,500                               $55.0310
---------------------------------------- --------------------------------------
03/05/02                         61,000                               $57.4913
---------------------------------------- --------------------------------------
03/06/02                         66,500                               $57.6047
---------------------------------------- --------------------------------------
03/07/02                         39,000                               $57.2608
---------------------------------------- --------------------------------------
03/08/02                         83,500                               $56.2172
---------------------------------------- --------------------------------------


     (d) Not applicable.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
     Securities of the Issuer.

     Item 6 is hereby amended and restated in its entirety as follows:

     On October 30, 2001, the Reporting Person entered into a "cashless  collar"
agreement with Morgan Guaranty Trust Company of New York with respect to 250,000
Shares.  Under the agreement,  the Reporting  Person wrote a covered call option
and  purchased  a put option with  respect to the Shares.  The call option has a
strike price of $47.2103 and the put option has a strike price of $38.7073. Only
one of the options can be  "in-the-money"  on the expiration date (May 6, 2002),
at which time the  "in-the-money"  option  will be  exercised  (and  settled for
cash), and the other option will expire.  If neither option is "in-the-money" on
the  expiration  date,  both options will  expire.  For purposes of  determining
whether an option is  "in-the-money,"  an average of the  closing  prices of the
Shares  during  the 10 trading  days from April 23,  2002 to May 6, 2002 will be
used.

Item 7. Material to Be Filed as Exhibits.

     The following  document  relating to the securities of the Issuer are filed
herewith:

     Letter Agreement dated 30 October 2001 between Thermo Electron  Corporation
and Morgan Guaranty Trust Company of New York






                                    SIGNATURE

     After reasonable  inquiry and to the best of its knowledge and belief,  the
Reporting  Person  certifies that the information set forth in this statement is
true, complete and correct.

Date:    April 3, 2002                  THERMO ELECTRON CORPORATION


                                        By:     /s/ Theo Melas-Kyriazi
                                                -----------------------------
                                        Name:    Theo Melas-Kyriazi
                                        Title:   Vice President and
                                                 Chief Financial Officer



         Appendix A is hereby amended and restated in its entirety as follows:

                                   APPENDIX A

     The following  individuals  are  executive  officers or directors of Thermo
Electron  Corporation  ("Thermo  Electron").  Unless  otherwise  noted, all such
individuals  are citizens of the United  States.  Unless  otherwise  noted,  the
business address of each executive officer and director of Thermo Electron is 81
Wyman Street, Waltham, Massachusetts 02454-9046.

Peter O. Crisp:                                 Director, Thermo Electron

         Mr. Crisp is the Vice Chairman of Rockefeller Financial Services, Inc.

Frank Jungers:                                  Director, Thermo Electron

     Mr.  Jungers is a consultant on business and energy  matters.  His business
address is 822 NW Murray, Suite 242, Portland, Oregon 97229.

John L. LaMattina                               Director, Thermo Electron

     Dr. LaMattina is the Executive Vice President of Pfizer Global Research and
Development.  His business address is Pfizer, Inc. 50 Pequot Avenue, New London,
Connecticut 06230

Jim P. Manzi:                                   Director, Thermo Electron

     Mr. Manzi is Chairman of  Stonegate  Capital,  a firm  involved in personal
investments.

Robert A. McCabe:                               Director, Thermo Electron

     Mr.  McCabe  is  the  Chairman  of  Pilot  Capital   Corporation,   a  firm
specializing  in private  investment  and  acquisition  services.  His  business
address is Pilot Capital Corporation,  444 Madison Avenue, Suite 2103, New York,
New York 10022.

Robert W. O'Leary:                              Director, Thermo Electron

     Mr.  O'Leary is the  Chairman and Chief  Executive  Officer of The Sagamore
Group, a firm specializing in change  management  situations with a focus on the
service sector.

Hutham S. Olayan:                               Director, Thermo Electron

     Ms. Olayan is the President and a director of Olayan America Corporation, a
firm  engaged  in  private  investments,  including  real  estate  and  advisory
services.  Her business address is Olayan America Corporation,  505 Park Avenue,
Suite 1100, New York, New York 10022.



Michael E. Porter:                              Director, Thermo Electron

     Dr.  Porter is the Bishop  William  Lawrence  University  Professor  at the
Harvard Business  School,  and a leading  authority on competitive  strategy and
international competitiveness.  His business address is Harvard Business School,
Soldiers Field Road, Boston, Massachusetts 02163.

Elaine S. Ullian:                               Director, Thermo Electron

     Ms.  Ullian is  President  and Chief  Executive  Officer of Boston  Medical
Center, a 550-bed academic medical center affiliated with Boston University. Her
business  address is Boston Medical Center,  Talbot 1, One Boston Medical Center
Place, Boston, Massachusetts 02118.

Richard F. Syron:  Director, Chairman of the Board and Chief Executive Officer,
                   Thermo Electron

Marijn E. Dekkers: Director, President and Chief Operating Officer, Thermo
                   Electron

     Mr. Dekkers is a citizen of The Netherlands.

Guy Broadbent: Vice President, Thermo Electron; President, Optical Technologies

     Mr. Broadbent is a citizen of the United Kingdom.

Barry S. Howe:          Vice President, Thermo Electron; President, Measurement
                        and Control

Marc N. Casper:         Vice President, Thermo Electron; President, Life and
                        Laboratory Sciences

Seth H. Hoogasian:      Vice President and General Counsel, Thermo Electron

Theo Melas-Kyriazi:     Vice President and Chief Financial Officer,
                        Thermo Electron

     Mr. Melas-Kyriazi is a citizen of Greece.

Peter E. Hornstra:      Corporate Controller and Chief Accounting Officer,
                        Thermo Electron






                                                                JP MORGAN [Logo]

Morgan Guaranty Trust Company
of New York
P.O. Box 161
60 Victoria Embankment
London BC4Y OJP
England

                                                                 30 October 2001

Thermo Electron Corporation
81 Wyman Street
Waltham, MA
02454

Attention: Mr. Melas-Kyriazi
Fax:     001 781-1181
Reference: 8016970

                          Re: Share Option Transaction

     The purpose of this letter  agreement (this  "Confirmation")  is to confirm
the terms and conditions of the Transaction entered into between MORGAN GUARANTY
TRUST  COMPANY OF NEW YORK  ("Morgan")  and  THERMO  ELECTRON  CORPORATION  (the
"Counterparty")  on the Trade Date  specified  below (the  "Transaction").  This
Confirmation  constitutes  a  "Confirmation:  as  referred to in the ISDA Master
Agreement  specified  below,  and  supersedes  all or any prior  written or oral
agreements in relation to the Transaction.

     The  definitions   and  provisions   contained  in  the  1996  ISDA  Equity
Derivatives  Definitions as published by the International Swaps and Derivatives
Association,  lnc., (the "Equity  Definitions")  (as amended and supplemented by
the 1998 ISDA Euro Definitions) are incorporated into this Confirmation.  In the
event of any inconsistency between the Equity Definitions and this Confirmation,
this Confirmation shall govern.

1. This Confirmation  evidences a complete and binding agreement between you and
us as to the terms of this Transaction to which this  Confirmation  relates.  If
you and we are parties to a master  agreement that governs  transactions of this
type  (whether  in the form of the ISDA  Master  Agreement  (Multicurrency-Cross
Border) (the "ISDA Form") or any other form (a "Master  Agreement")),  then this
Confirmation  will  supplement,  form a part of and be  subject  to that  Master
Agreement.  If you are party to a master agreement that governs  transactions of
this type  (whether  in the form of the ISDA Form or any  other  form)  with The
Chase  Manhattan  Bank  ("Chase",   and  such   agreement,   the  "Chase  Master
Agreement"),  you and we agree  that  effective  the Trade  Date you and we are.
deemed to be parties to a master  agreement  containing all the terms (including
any Credit Support Document or other credit enhancement,  pledge,  security,  or
similar  agreement)  that are contained in the Chase Master  Agreement as if the
Chase  Master  Agreement  had been  entered  into  between  you and us (such new
agreement between you and us, the "New Morgan  Agreement") and this Confirmation
will  supplement,  form a part of, and be  subject to the New Morgan  Agreement.
Notwithstanding the foregoing,  the parties agree that upon the effectiveness of
any merger  between  Chase and Morgan (i) all  Transactions  governed by the New
Morgan Agreement,  effective as of such merger date, and at all times thereafter
be governed by the Chase Masster  Agreement,  (ii) each  Confirmation  forming a
party of, or stated to be governed  by or subject  to, the New Morgan  Agreement
shall thereafter,  constitute a Confirmation which supplements, forms a part of,
and is subject to the Chase Master  Agreement and (iii) the New Morgan Agreement
shall terminate and be of no further force and effect.


If you and we are not  parties  to such a  Master  Agreement  or are not  deemed
hereby to be party to a New Morgan  Agreement,  then you and we agree to use all
reasonable  efforts  promptly to negotiate,  execute and deliver an agreement in
the form of the ISDA Form (such agreement, the "New Master Agreement), with such
modifications as you and we will in good faith agree.  Upon the execution by you
and us of a New Master Agreement, this Confirmation will supplement, form a part
of, and be subject to the New Master  Agreement.  All  provisions  contained  or
incorporated by reference in that New Master Agreement, the Master Agreement, or
the New Morgan  Agreement,  as the case may be, upon its  execution  will govern
this  Confirmation,  except as expressly  modified  below.  Until we execute and
deliver any New Master  Agreement,  this  Confirmation,  together with all other
documents  referring  to  the  ISDA  Form  (each  a  "Confirmation")  confirming
transactions  (each a  "Transaction")  entered into between us  (notwithstanding
anything to the contrary in a Confirmation),  shall supplement,  form a part of,
and be  subject  to an  agreement  in the  form  of the  ISDA  Form as if we had
executed an agreement in such form (but without any  Schedule) on the Trade Date
of the first  such  Transaction  between  us (such  agreement  or the ISDA Form,
hereinafter the ISDA Form Agreement"). In the event of any inconsistency between
the  provisions of any ISDA Form  Agreement,  a Master  Agreement,  a New Morgan
Agreement or a New Master  Agreement  (such agreement as amended or supplemented
from time to time, the "Agreement")  and this  Confirmation,  this  Confirmation
will prevail for purposes of this Transaction.

2. The terms of the particular  Transaction to which this  Confirmation  relates
are as follows:

                                  General Terms
--------------------------------------------------------------------------------


                                                         

     Trade Date:                                            October 23, 2001

     Option Style:                                          European.

     Option Type:                                           Cashless Collar (a combination of a Put and a Call).

     Shares:                                                The Common Stock, par value $0.01 per share, of FLIR
                                                            Systems Inc. (the "Issuer") (NASDAQ NMS identifies:
                                                            "FLIR")

     Number of Options:                                     250,000

     Option Entitlement:                                    One Share per Option

     Multiple Exercise:                                     Inapplicable

     Start Date:                                            Trade Date

     Initial Share Price:                                   USD 42.3031

     Call Strike Price:                                     USD 47.2103 (111.60% of the initial Price) subject however to possible
                                                            adjustment in accordance with the provisions set forth under "Cash
                                                            Dividend Adjustment" in Section 6 of this Confirmation.


     Put Strike Price:                                      USD  38.7073 (91.50% of the Initial Price) subject however to possible
                                                            adjustment in accordance with the provisions set forth under "Cash
                                                            Dividend Adjustment" in Section 6 of this Confirmation

     Premium:                                               Not Applicable

     Premium Payment Date:                                  Not Applicable

     Exchange(s):                                           National Association of Securities Dealers Automated
                                                            Quotations System National Market System ("NASDAQ NMS")

     Related Exchange(s):                                   The principal exchange(s) with respect to options
                                                            contracts or future contracts, if any, on the Shares.


Procedure for Exercise
-----------------------

     Expiration Time:                                       The Valuation Time.

     Expiration Date:                                       The final Averaging Date (expected to be 6 May 02)

     Automatic Exercise:                                    Applicable.

     Exercise Date:                                         The Expiration Date


Valuation:
---------

     Valuation Time:                                        At the close of the regular trading session on the
                                                            Exchange (currently 4:00 p.m. New York City time), and
                                                            shall not refer to any extended trading hours.

     Valuation Date:                                        The Expiration Date

     Averaging Dates:                                       Ten consecutive Exchange Business Days from and including 23 Apr
                                                            02, subject to Market Disruption Event provisions.

                                                            "Market Disruption Event" means in relation to any Exchange Business
                                                            Day during the Valuation period, as determined by the



                                                            Calculation Agent, the occurrence or existence during the one half hour
                                                            period that ends at the Valuation Time of the material suspension of or
                                                            material imitation imposed on trading on (1) the Exchange trading in the
                                                            Shares or in stocks generally or (2) the Options Exchange in option
                                                            contracts related to the Shares; provided that a limitation on the hours
                                                            and number of days of trading resulting from a change in the regular
                                                            business hours of the Exchange will not constitute such an event.

Settlement Terms:

     Cash Settlement:                                       Applicable

     Cash Settlement Amount:                                An amount, as calculated by the Calculation Agent and paid by the
                                                            Relevant Party (as defined below) to the other party on the Cash
                                                            Settlement Payment Date, equal to the Number of Options multiplied by
                                                            the Option Entitlement multiplied by the Strike Price Differential
                                                            equals zero, no amount shall be so payable by either party.

     Strike Price Differential and Relevant Party mean      (a) If the Settlement Price is greater than the Call Strike Price then
                                                            the Strike Price Differential is an amount equal to the excess of the
                                                            Settlement Price over the Call Strike Price, and the Relevant Party is
                                                            the Counterparty, or

                                                            (b) If the Settlement Price is less then the Put Strike Price, then
                                                            the Strike Price Differential is an amount equal to the excess of the
                                                            Put Strike Price over the Settlement Price, and the Relevant Party is
                                                            Morgan, or

                                                            (c) if the Settlement price is greater than or equal to the Put Strike
                                                            Price, and less than or equal to the Call Strike Price, then the
                                                            Strike Price Differential is zero and the Relevant Party is not
                                                            applicable.

     Settlement Price:                                      The arithmetic average of the Relevant Price for each Averaging Date

     Relevant Price:                                        The last offer price per Share reported by the Exchange
                                                            at the Valuation Time on the relevant Averaging Date.


     Settlement Currency:                                   USD.

     Settlement Date:                                       Three Currency Business Days after the Valuation Date.


Adjustments:
-----------

     Method of Adjustment:                                  Calculation Agent Adjustment.


Extraordinary Events:

     Consequence of Merger Events
     ----------------------------
                                                            Alternative Obligation, provided that notwithstanding the foregoing, the
                                                            Calculation Agent will determine if the Merger Event affects the
                                                            theoretical value of the Transaction on the Merger Date (such
                                                            theoretical value being determined according to the value of the
                                                            Option immediately prior to and after such Merger Event on the Merger
                                                            Date) and Calculation Agent in its sole discretion may elect to adjust
                                                            the Call Strike price and the Put Strike Price to reflect the
                                                            characteristics (including volatility, dividend and policy and
                                                            liquidity) of the New Shares to be received as merger consideration.

     Share-for-Other:                                       Cancellation of Payment.

     Share-for-Combined:                                    Cancellation and Payment.
     Nationalization or Insolvency:                         Cancellation and Payment.
     -----------------------------


3.       Calculation Agent:
         ------------------

Calculation Agent means Morgan.

4.       Account Details:
         ----------------

         Account for payments to Morgan.

     Pay:                                                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK

     AC No:                                                 670-07-054

     Favour:                                                MORGAN GUARANTY TRUST COMPANY OF NEW YORK

     Ref:                                                   MGTCUS33XXX


         Account for payments to Counterparty:       Please advise.

5.       Offices:
        ---------

(A)      The Office of Morgan for the Transaction is:

         Morgan Guaranty Trust Company
         of New York
         P.O. Box 161
         60 Victoria Embankment
         London EC4Y 0JP
         England

(B)      The Office of the Counterparty for the Transaction is:

         Thermo Electron Corporation
         81 Wyman Street
         Waltham, MA
         02454

6.   Other Provisions:
    -----------------

(a)  Transfer:  Neither  party  may  transfer  any  or  all  of  its  rights  or
     obligations under this Transaction without the prior written consent of the
     non-transferring  party.  All purported  transfer that is not in compliance
     with this provision shall be void.

(b)  No Reliance,  etc: Each party  represents  that (i) it is entering into the
     Transaction evidenced hereby as principal (and not as agent or in any other
     capacity):  (ii) the other party is not acting as a fiduciary for it; (iii)
     it is not relying upon any representations except those expressly set forth
     in the Agreement or this  Confirmation;  (iv) it has consulted with its own



     legal,  regulatory,  tax, business,  investment,  financial, and accounting
     advisers  to the  extent it has deemed  necessary,  and it has made its own
     investment,  hedging, and trading decisions based upon it sown judgment and
     upon any advice from such advisers as it has deemed  necessary and not upon
     any view  expressed  by the other party;  and (v) it is entering  into this
     Transaction with a full  understanding  of the terms,  conditions and risks
     thereof and it is capable of and willing to assume those risks.

(c)  Governing  Law:  This  Confirmation  will be governed by and  construed  in
     accordance  with the laws of the State of New York  (without  reference  to
     choice of law doctrine).

(d)  Time of  Dealing:  The time of dealing  will be  confirmed  by Morgan  upon
     written request.

(e)  Definition  of Buyer,  Seller:  For  purposes  of Article 2.2 of the Equity
     Definitions and this  Transaction,  Counterparty  shall be considered to be
     the Buyer,  and Morgan the Seller of a Put Option with a Strike Price equal
     to the Put Strike Price. Morgan shall be considered to be the Buyer and the
     Counterparty  the Seller of a Call Option with a Strike  price equal to the
     Call Strike Price.

(f)  Additional  Representation:  Counterparty  represents that, as of the Trade
     Date,  neither it nor any of its  affiliates  was in possession of material
     non-public information regarding the Issuer of the Shares.

(g)  Early Termination  Event: The occurrence of a Hedging Disruption Event will
     constitute an Additional  Termination  Event permitting Morgan to terminate
     the  Transaction,  with the Counterparty as the sole Affected Party and the
     Transaction as the sole Affected Transaction (as such terms are used in the
     ISDA Master Agreement)


     "Hedging  Disruption  Event" means with respect to Morgan, as determined in
     its  sole  discretion,  the  inability  or  impracticality,  due to  market
     illiquidity,  illegality, lack of hedging transaction, credit worthy market
     participants  or  otherwise,  to  establish,  re-establish  or maintain any
     transactions  necessary or advisable to hedge, directly or indirectly,  the
     equity price risk of entering into and performing  under the Transaction on
     terms reasonable to Morgan or an affiliate in its discretion, including the
     event that at any time Morgan  concludes  that it or any of its  affiliates
     are unable to  establish,  re-establish  or  maintain,  a full hedge of its
     positions  in  respect  of  the   Transaction   through   share   borrowing
     arrangements  on terms deemed  reasonable to Morgan and otherwise at a cost
     not significantly greater than that on the Trade Date.

(h)  Certain  Acknowledgements:  Neither Morgan nor any of its affiliates  under
     any obligation to purchase Shares from  Counterparty.  If the  Counterparty
     elects to sell  Shares  during  the term of this  Transaction  (whether  at
     maturity, upon early unwind or otherwise),  Counterparty  acknowledges that
     the timing and manner of such  disposition  is to be  determined  solely be
     Counterparty  and that the sale price received from the sale of such Shares
     may not, and in most cases, will not equal the Settlement Price.

     At and around the time of settlement,  Counterparty  agrees not to sell any
     Shares  through  delivery of a  prospectus,  without  the prior  consent of
     Morgan.


(i)  Cash  Dividend  Adjustment:  If at any  time  during  the  period  from and
     excluding  the  Trade  Date,  to and  including  the  Expiration  Date,  an
     ex-dividend  date for a cash dividend occurs with respect to the Shares (an
     "Ex-Dividend Date"), and that dividend is greater than the Regular Dividend
     on a per share basis, then the forward value of the difference  between the
     per share cash  dividend  corresponding  to that  Ex-Dividend  Date and the
     Regular  Dividend shall be submitted from the Put Strike Price and the Call
     Strike Price.  The "Regular  Dividend" shall mean $0.00 cents per share per
     quarter.

     The forward value of any such amount shall be  calculated  from the date on
     which the  dividend is paid by the Issuer  (the  "Dividend  Payment  Date")
     through and including the  Settlement  Date. The interest rate used for the
     calculation of such forward values shall be the mid-market  interpolated US
     Dollar  zero  coupon  swap  rate  with  a  maturity  corresponding  to  the
     Settlement Date as determined by Morgan.

(j)  Covenant of the Parties.  Each of the Parties  covenants to use  reasonable
     efforts to  negotiate,  conclude,  execute  and deliver an ISDA 1992 Master
     Agreement  with related  Schedule and Credit  Support  Annex within 30 days
     following the Trade Date. In the event such ISDA Master Agreement is not so
     concluded,  Morgan  may elect to treat  such  failure  as an Event of Early
     Termination.

(k)  Event of Early  Termination.  If  Morgan  wishes to  exercise  its right to
     designate  an  Optional  Early  Termination   Valuation   pursuant  to  sub
     paragraphs  (g) or (j) above,  it shall provide at least one Business Days'
     notice to the Counterparty stating the election to do so and specifying (x)
     the applicable subparagraph upon which the right to invoke such election is
     based and (y) the date of Early Termination which shall be deemed to be the
     Exercise  Date.  Such a designation  shall  constitute a Termination  Event
     applicable to this  Transaction (as the sole Affected  Transaction) and the
     amount payable, if any, by one or the other party will be determined by the
     Calculation  Agent and there shall be no Affected  Party in such case.  For
     the  avoidance of doubt,  if such right is exercised  pursuant to the terms
     hereof,  (m) the Exercise Date shall be deemed the  Valuation  Date and (n)
     the third  Business Day following  such deemed  Valuation Date shall be the
     Settlement Date. Any designation of an Optional Early Termination Valuation
     Date in respect of the Transaction shall not constitute an Event of Default
     or Termination Event in respect of the New Master  Agreement,  if in effect
     at  such  time.   The  terms  "Event  or  Early   Termination",   "Affected
     Transaction",  "Affected Party", and "Illegality" are as defined, and shall
     have the meanings  ascribed to them, in the either the ISDA Form  Agreement
     of the New Master Agreement, as applicable.

(l)  Share De-listing Event: If at any time during the period from and including
     the Trade Date, to and including the Valuation Date, the Shares cease to be
     listed on the Exchange for any reason  (other than a Merger  Event) and are
     not  immediately  re-listed  as of the date of such  de-listing  on another
     exchange  in  the  same   jurisdiction  as  the  Exchange  (the  "Successor
     Exchange'),  then Cancellation and Payment shall apply, and the date of the
     de-listing  shall  be  deemed  the  date of  termination  for  purposes  of
     calculating  any payment due from one party to the other in connection with
     the  cancellation  of  this  Transaction.  If the  Shares  are  immediately
     re-listed on a Successor  Exchange upon their de-listing from the Exchange,
     this Transaction shall continue in full force and effect, provided that the
     Successor  Exchange  shall be deemed to be the  Exchange  for all  purposes
     hereunder. In addition, the Calculation Agent shall make any adjustments it
     deems  necessary  to  the  terms  of the  Transaction  in  accordance  with
     Calculation  Agent Adjustment method as defined under Section 9.1(c) of the
     Equity Definitions.

     Each party agrees and acknowledges that (i) J.P. Morgan  Securities,  Inc.,
     an  affiliate  of Morgan  ("JPMSI"),  has  acted  solely as agent and not a
     principal with respect to this Transaction and (ii) JPMSI has no obligation
     or liability,  by way of guaranty,  endorsement or otherwise, in any manner
     in respect of this Transaction (including, if applicable, in respect of the
     settlement  thereof).  Each party  agrees it will look  solely to the other
     party (or any guarantor in respect  thereof) for  performance of such other
     party's obligations under this Transaction.


Please  confirm  that  the  foregoing  correctly  sets  forth  the  terms of our
agreement by executing this  Confirmation and returning it to EDG  Documentation
JP Morgan Securities Inc., 277 Park Avenue, 11th Floor, New York, NY 10172-3401,
or by fax on 212 648 5622.


Very truly yours,

J.P. Morgan Securities Inc., as agent for
Morgan Guaranty Trust Company of New York



By:      /s/ Pedro Gonzalez De Cosio
        ----------------------------------
Name:    Pedro Gonzalez De Cosio
Title:   Vice President

Accepted and confirmed as of
the date first above written

         THERMO ELECTRON CORPORATION


By:      /s/ Theo Melas-Kryiazi
        ----------------------------------
Name:    Theo Melas-Kyriazi
Title:   Vice President and Chief Financial Officer