SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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


                                    FORM 8-K


                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



                                 Date of Report
                      (Date of earliest event reported):

                                October 19, 1999

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


                          THE RANDERS KILLAM GROUP INC.
             (Exact name of Registrant as specified in its charter)


Delaware                       0-18095                    38-2788025
(State or other               (Commission              (I.R.S. Employer
jurisdiction of                File Number)            Identification Number)
incorporation or
organization)


27 Bleeker Street
Millburn, New Jersey                                        07041
(Address of principal executive offices)                  (Zip Code)


                                (973) 912-2505
                         (Registrant's telephone number
                              including area code)



<PAGE>


     This Form 8-K contains forward-looking  statements that involve a number of
risks and  uncertainties.  Important  factors that could cause actual results to
differ  materially from those indicated by such  forward-looking  statements are
set forth under the heading  "Forward-looking  Statements"  in Exhibit 13 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended April 3, 1999.
These  include  risks  and   uncertainties   relating  to:   dependence  of  the
Registrant's  business  on sales to  government  entities,  effects  of  intense
competition,   dependence  of  the   Registrant's   business  on   environmental
regulation,   potential   environmental  and  regulatory  liability,   potential
professional  liability,  the effect of seasonal  influences on the Registrant's
performance,   the  Registrant's   acquisition  strategy,  the  cash  management
arrangement  with Thermo Electron  Corporation,  and the potential impact of the
year 2000 on processing date-sensitive information.

Item 5.     Other Events

     On October 20, 1999, the Registrant  issued a press release stating that it
has entered  into a  definitive  agreement  and plan of merger with its ultimate
parent corporation, Thermo Electron Corporation ("Thermo Electron"), under which
Thermo  Electron would acquire all of the outstanding  common stock,  $.0001 par
value per share (the "Common Stock"), held by the stockholders of the Registrant
other  than  Thermo  Electron  and its  affiliates.  The  Registrant's  board of
directors approved the merger agreement based on a recommendation of its special
committee, which was charged with representing the interests of the Registrant's
public stockholders.

      Under the terms of the merger agreement, each issued and outstanding share
of Common Stock not already owned by Thermo  Electron or Thermo  TerraTech Inc.,
the  Registrant's  direct  parent  corporation  ("Thermo  TerraTech"),  would be
converted  into the right to receive $4.50 in cash.  Following  the merger,  the
shares of Common Stock would cease to be publicly traded.

     The Registrant  expects that the necessary  filings with the Securities and
Exchange  Commission (the "SEC") will be made shortly,  and that proxy materials
for a special meeting will be mailed to stockholders of the Registrant  promptly
after  completion of SEC review.  A copy of the merger  agreement is filed as an
exhibit  hereto.  Thermo  Electron  and Thermo  TerraTech,  which  together  own
approximately  96% of the Common  Stock,  intend to vote all of their  shares of
Common  Stock in favor of  approval  of the  merger  agreement  and,  therefore,
stockholder approval is assured. The transaction is expected to close during the
first  calendar  quarter  of  2000.

Item 7.  Financial  Statements,  Pro  Forma Financial Information and Exhibits

      (a)   Financial Statements of Business Acquired: not
            applicable.

      (b)   Pro Forma Financial Information: not applicable.

      (c)   Exhibits:

            2.1   Agreement  and Plan of Merger  dated as of October 19, 1999 by
                  and  among  Thermo   Electron   Corporation,   RK  Acquisition
                  Corporation and The Randers Killam Group Inc.









<PAGE>




                                    SIGNATURE



      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized, on this 21st day of October, 1999.



                                   THE RANDERS KILLAM GROUP INC.


                                   By:  /s/ Theo Melas-Kyriazi
                                        -------------------------------
                                        Theo Melas-Kyriazi
                                        Chief Financial Officer



<PAGE>


                                                                     Exhibit 2.1










                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                           THERMO ELECTRON CORPORATION

                           RK ACQUISITION CORPORATION

                                       AND

                          THE RANDERS KILLAM GROUP INC.



                          DATED AS OF OCTOBER 19, 1999



<PAGE>


                               TABLE OF CONTENTS


                                                                            Page
     ARTICLE I THE MERGER......................................................2

     1.1. The Merger...........................................................2

     1.2. Effective Time; Closing..............................................2

     1.3. Effect of the Merger.................................................2

     1.4. Certificate of Incorporation; Bylaws.................................3

     1.5. Directors and Officers...............................................3

     1.6. Effect on Capital Stock..............................................3

     1.7. Surrender of Certificates............................................4

     1.8. No Further Ownership Rights in Randers/Killam Common Stock...........5

     1.9. Lost, Stolen or Destroyed Certificates...............................5

     1.10.Closing of Transfer Books............................................5

     1.11.Dissenting Shares....................................................6

     1.12.Taking of Necessary Action; Further Action...........................6

     ARTICLE II REPRESENTATIONS AND WARRANTIES OF RANDERS/KILLAM...............6

     2.1. Organization of Randers/Killam.......................................6

     2.2. Randers/Killam Capital Structure.....................................7

     2.3. Authority............................................................7

     2.4. Board Approval.......................................................8

     2.5. Fairness Opinion.....................................................8

     2.6. Schedule 13E-3; Proxy Statement......................................8

     ARTICLE III REPRESENTATIONS AND WARRANTIES OF THERMO ELECTRON AND
     MERGER SUB................................................................8

     3.1  Organization.........................................................8

     3.2. Authority............................................................9

     3.3. Merger Sub..........................................................10

     3.4. Information Provided to Investment Bankers..........................10

     3.5. Compliance with Agreements..........................................10

     3.6. Schedule 13E-3; Proxy Statement.....................................10

     3.7. Financial Resources.................................................11

     ARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME...........................11

     4.1. Conduct of Business by Randers/Killam...............................11

     4.2. Conduct of Business by Thermo Electron..............................11

                                      -i-
<PAGE>

     ARTICLE V ADDITIONAL AGREEMENTS..........................................12

     5.1. Schedule 13E-3; Proxy Statement; Other Filings......................12

     5.2. Meeting of Randers/Killam Stockholders..............................13

     5.3. Access to Information...............................................13

     5.4. Public Disclosure...................................................14

     5.5. Legal Requirements..................................................14

     5.6. Notification of Certain Matters.....................................14

     5.7. Best Efforts and Further Assurances.................................15

     5.8. Stock Option Plans; Reservation of Shares...........................15

     5.9. Thermo Electron Form S-8............................................15

     5.10.Indemnification; Insurance..........................................16

     5.11.Deferred Compensation Plan..........................................18

     5.12.Compliance by Merger Sub............................................18

     5.13.NYSE Listing........................................................18

     ARTICLE VI CONDITIONS TO THE MERGER......................................18

     6.1. Conditions to Obligations of Each Party to Effect the Merger........18

     6.2. Additional Conditions to the Obligations of Randers/Killam..........18

     6.3. Additional Conditions to the Obligations of Thermo Electron and
          Merger Sub..........................................................19

     ARTICLE VII TERMINATION, AMENDMENT AND WAIVER............................20

     7.1. Termination.........................................................20

     7.2. Notice of Termination; Effect of Termination........................21

     7.3. Fees and Expenses...................................................21

     7.4. Amendment...........................................................21

     7.5. Extension; Waiver...................................................21


                                      -ii-
<PAGE>

     ARTICLE VIII GENERAL PROVISIONS..........................................22

     8.1. Non-Survival of Representations and Warranties......................22

     8.2. Notices.............................................................22

     8.3. Counterparts........................................................23

     8.4. Entire Agreement....................................................23

     8.5. Severability........................................................23

     8.6. Other Remedies; Specific Performance................................23

     8.7. Governing Law.......................................................24

     8.8. Assignment..........................................................24

     8.9. Headings............................................................24

                                     -iii-
<PAGE>


                          AGREEMENT AND PLAN OF MERGER


      This  AGREEMENT AND PLAN OF MERGER (the  "Agreement")  dated as of October
19, 1999 is by and among Thermo  Electron  Corporation,  a Delaware  corporation
("Thermo Electron"),  RK Acquisition  Corporation,  a Delaware corporation and a
wholly-owned  subsidiary of TT Acquisition  Corporation,  a Delaware corporation
and wholly-owned  subsidiary of Thermo Electron  ("Merger Sub"), and The Randers
Killam Group Inc., a Delaware corporation ("Randers/Killam").

                                    RECITALS

      A. Thermo Electron and its  majority-owned  subsidiary,  Thermo  TerraTech
Inc.  ("TerraTech"),   own  approximately  1%  and  95%,  respectively,  of  the
outstanding   shares  of  common   stock,   par  value  $.0001  per  share,   of
Randers/Killam (the "Randers/Killam  Common Stock"), and Thermo Electron desires
to acquire all of the outstanding shares of Randers/Killam Common
Stock not owned by Thermo Electron or TerraTech.

      B.  Thermo  Electron  has formed the Merger Sub as a  subsidiary  with the
intent  of  causing  it to  merge  with  Randers/Killam,  as  described  in this
Agreement.

      C. Upon the terms and subject to the  conditions of this  Agreement and in
accordance  with the  Delaware  General  Corporation  Law (the  "DGCL"),  Thermo
Electron and Randers/Killam will enter into a business  combination  transaction
pursuant  to which  Merger  Sub will  merge  with and into  Randers/Killam  (the
"Merger").

      D. The Board of Directors of Thermo  Electron (i) has determined  that the
Merger is consistent with and in furtherance of the long-term  business strategy
of Thermo  Electron,  and (ii) has approved this  Agreement,  the Merger and the
other transactions contemplated by this Agreement.

      E. The Board of Directors of  Randers/Killam,  on the  recommendation of a
special  committee  of  the  Board  of  Directors  (the  "Special   Committee"),
consisting of a director of Randers/Killam  who is not an officer or director of
Thermo Electron or TerraTech or an officer of Randers/Killam, (i) has determined
that this Agreement, including the Cash Merger Consideration (as defined below),
and the  transactions  contemplated by this  Agreement,  are fair to, and in the
best  interests  of, the  stockholders  of  Randers/Killam  (other  than  Thermo
Electron and TerraTech), (ii) has approved and declared the advisability of this
Agreement, the Merger and the other transactions  contemplated by this Agreement
and (iii) has resolved to recommend the approval and adoption of this  Agreement
by the stockholders of Randers/Killam.

      F. Adams, Harkness & Hill ("AH&H") has delivered to the Special Committee,
for its  consideration,  and for delivery to the stockholders of Randers/Killam,
its written opinion that, subject to the various assumptions and limitations set
forth therein,  as of the date of such opinion the  consideration to be received
by the stockholders of Randers/Killam (other than TerraTech and Thermo Electron)
is fair to such stockholders from a financial point of view.

                                       1
<PAGE>

      G. Thermo Electron,  Randers/Killam  and Merger Sub desire to make certain
representations  and  warranties  and other  agreements in  connection  with the
Merger.

      NOW,   THEREFORE,   in  consideration  of  the  covenants,   promises  and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,  the parties agree
as follows:


                                    ARTICLE I
                                   THE MERGER

      1.1.  The Merger.  At the  Effective  Time (as defined in Section 1.2) and
subject  to and  upon  the  terms  and  conditions  of  this  Agreement  and the
applicable  provisions  of the DGCL,  Merger  Sub shall be merged  with and into
Randers/Killam,  the separate corporate  existence of Merger Sub shall cease and
Randers/Killam  shall continue as the surviving  corporation.  Randers/Killam as
the surviving  corporation after the Merger is hereinafter sometimes referred to
as the "Surviving Corporation."

      1.2. Effective Time; Closing. Subject to the provisions of this Agreement,
the Surviving  Corporation  shall cause the Merger to be consummated by filing a
Certificate of Merger (the  "Certificate of Merger") with the Secretary of State
of the State of Delaware in accordance with the relevant  provisions of the DGCL
(the time of such filing,  or such later time as may be agreed in writing by the
parties and specified in the Certificate of Merger,  being the "Effective  Time"
and the date on which the Effective Time occurs being the  "Effective  Date") as
soon as practicable on the Closing Date (as herein defined).  Unless the context
otherwise  requires,  the term "Agreement" as used herein refers collectively to
this  Agreement and the  Certificate  of Merger.  The closing of the Merger (the
"Closing")  shall take place at the  executive  offices of Thermo  Electron at a
time and date to be specified  by the parties,  which shall be no later than the
second business day after the satisfaction or waiver of the conditions set forth
in Article VI, or at such other time,  date and  location as the parties  hereto
agree in writing (the "Closing Date"). At the Closing,  (i) Randers/Killam shall
deliver to Thermo Electron the various  certificates  and  instruments  required
under  Article  VI,  (ii)  Thermo  Electron  and  Merger  Sub shall  deliver  to
Randers/Killam the various  certificates and instruments  required under Article
VI and (iii)  Randers/Killam  shall execute and file the  Certificate  of Merger
with the  Secretary of State of the State of Delaware,  in  accordance  with the
applicable provisions of the DGCL.

      1.3. Effect of the Merger. At the Effective Time, the effect of the Merger
shall be as provided in this  Agreement  and the  applicable  provisions  of the
DGCL. Without limiting the generality of the foregoing,  and subject thereto, at
the Effective Time all the property, rights,  privileges,  powers and franchises
of Randers/Killam  and Merger Sub shall vest in the Surviving  Corporation,  and
all debts,  liabilities and duties of Randers/Killam and Merger Sub shall become
the debts, liabilities and duties of the Surviving Corporation.



                                       2
<PAGE>



      1.4.  Certificate of Incorporation; Bylaws.

            (a)  Subject to the  requirements  of Section  5.10  hereof,  at the
Effective  Time, the  Certificate of  Incorporation  of Merger Sub, as in effect
immediately   prior  to  the  Effective  Time,   shall  be  the  Certificate  of
Incorporation of the Surviving  Corporation until thereafter amended as provided
by law and such Certificate of Incorporation.

            (b) Subject to the  requirements of Section 5.10 hereof,  the Bylaws
of Merger Sub, as in effect  immediately  prior to the Effective Time, shall be,
at the Effective Time, the Bylaws of the Surviving  Corporation until thereafter
amended.

      1.5. Directors and Officers.  The directors of Randers/Killam  immediately
prior to the  Effective  Time shall be the initial  directors  of the  Surviving
Corporation,  to serve until their  respective  successors  are duly  elected or
appointed and qualified. The officers of Randers/Killam immediately prior to the
Effective  Time shall be the  officers of the  Surviving  Corporation,  to serve
until their successors are duly elected or appointed or qualified.

      1.6.  Effect on Capital  Stock.  At the  Effective  Time, by virtue of the
Merger and without any action on the part of Merger Sub,  Randers/Killam  or the
holders of any of the following securities:

            (a)  Conversion  of  Randers/Killam  Common  Stock.  Subject  to the
balance of this Section 1.6,  each share of  Randers/Killam  Common Stock issued
and outstanding  immediately  prior to the Effective Time will be  automatically
converted into the right to receive Four Dollars and Fifty Cents in cash ($4.50)
(subject to  adjustment  pursuant to Section  1.6(g)  hereof,  the "Cash  Merger
Consideration")  upon surrender of the  certificate  representing  such share of
Randers/Killam  Common  Stock in the manner  provided  in Section 1.7 (or in the
case of a lost, stolen or destroyed  certificate,  upon delivery of an affidavit
(and bond,  if  required)  in the manner  provided  in Section  1.9).  As of the
Effective Time, all such shares of  Randers/Killam  Common Stock shall no longer
be outstanding and shall be  automatically  canceled and retired and shall cease
to exist,  and each  holder of a  certificate  representing  any such  shares of
Randers/Killam Common Stock shall cease to have any rights with respect thereto,
except the right to receive the Cash Merger  Consideration  as described in this
subsection 1.6(a).

            (b) Stock  Option  Plans.  All  options to  purchase  Randers/Killam
Common  Stock  outstanding  immediately  prior to the  Effective  Time under The
Randers  Group  Incorporated  1988  Stock  Option  Plan  and The  Randers  Group
Incorporated   Equity   Incentive   Plan,   each  as  amended   (together,   the
"Randers/Killam  Stock  Option  Plans"),  shall be  converted  into  options  to
purchase  shares of the  common  stock,  $1.00 par  value per  share,  of Thermo
Electron (the "Thermo Common Stock") in accordance with Section 5.8 hereof.

            (c) Capital  Stock of Merger Sub.  Each share of common  stock,  par
value $.01 per share, of Merger Sub issued and outstanding  immediately prior to
the Effective Time shall be converted into and become one validly issued,  fully
paid and non-assessable  share of common stock, par value $.01 per share, of the
Surviving Corporation.

                                       3
<PAGE>

            (d)  Treasury  Stock;  Affiliate  Stock.  Notwithstanding  any other
provision of this Agreement,  each share of  Randers/Killam  Common Stock issued
and outstanding  and owned by Thermo Electron or any wholly owned  subsidiary of
Thermo  Electron,  together  with all  treasury  shares  held by  Randers/Killam
immediately prior to the Effective Time shall cease to be outstanding, and shall
automatically  be cancelled  and retired  without  payment of any  consideration
therefor, cash or otherwise, and cease to exist.

            (e)  Adjustments  to Cash  Merger  Consideration.  The  Cash  Merger
Consideration  shall be adjusted to reflect fully the effect of any stock split,
reverse stock split,  stock dividend  (including any dividend or distribution of
securities convertible into, or exercisable or exchangeable for,  Randers/Killam
Common  Stock),  recapitalization  or  other  like  change  without  receipt  of
consideration with respect to Randers/Killam  Common Stock occurring on or after
the date hereof and prior to the Effective Time.

      1.7.  Surrender of Certificates.

            (a) Payment  Agent.  Prior to the Effective  Time,  Thermo  Electron
shall  authorize  American  Stock Transfer & Trust Company to act as the payment
agent (the "Payment Agent") in the Merger.  Immediately  following the Effective
Time,  Thermo  Electron shall deposit with the Payment  Agent,  in trust for the
benefit of the holders of certificates (the "Certificates")  representing shares
of Randers/Killam  Common Stock converted pursuant to Section 1.6(a) for payment
in accordance  with the provisions of this Article I, cash in an amount equal to
the product of the Cash Merger Consideration  multiplied by the number of shares
of  Randers/Killam  Common Stock entitled to conversion for payment  pursuant to
Section 1.6(a).

            (b) Exchange  Procedures.  As soon as practicable  after,  and in no
event more than three business days after,  the Effective Time,  Thermo Electron
shall  cause the  Payment  Agent to mail to each  holder  of  record  (as of the
Effective  Time) of a  Certificate  (i) a letter  of  transmittal  (which  shall
specify  that  delivery  shall be  effected,  and risk of loss and  title to the
Certificates  shall pass, only upon delivery of the  Certificates to the Payment
Agent and shall  otherwise  be in such form and have such  other  provisions  as
Thermo  Electron may  reasonably  specify and as are  reasonably  acceptable  to
Randers/Killam,   with  the  approval  of  the  Special   Committee)   and  (ii)
instructions  for effecting the exchange of the Certificates for the Cash Merger
Consideration.  Upon surrender of a Certificate for  cancellation to the Payment
Agent,  together  with such letter of  transmittal  duly  completed  and validly
executed  in  accordance  with the  instructions  thereto,  the  holder  of such
Certificate  shall be entitled to receive in  exchange  therefor  payment of the
Cash Merger  Consideration  multiplied by the number of shares of Randers/Killam
Common  Stock  represented  by  such  Certificate,  without  interest,  and  the
Certificate  so  surrendered  shall  forthwith be  cancelled.  In the event of a
transfer of  ownership  of shares of  Randers/Killam  Common  Stock which is not
registered in the transfer records of  Randers/Killam  as of the Effective Time,
the Cash Merger Consideration may be paid in accordance with this Article I to a
transferee if the Certificate evidencing such shares is presented to the Payment
Agent,  accompanied by all documents required by law to evidence and effect such
transfer  pursuant  to this  Section.  Until so  surrendered,  each  outstanding
Certificate  will be deemed from and after the Effective Time, for all corporate
purposes,  to  evidence  only the right to receive  payment  of the Cash  Merger
Consideration for each share of Randers/Killam  Common Stock represented on such
Certificate.

                                       4
<PAGE>

            (c)  Transfers  of   Ownership.   If  payment  of  the  Cash  Merger
Consideration  is to be made to any  person  other than the person in whose name
the  Certificate  surrendered in exchange  therefor is registered,  it will be a
condition of such payment that the  Certificate so surrendered  will be properly
endorsed  and  otherwise  in  proper  form for  transfer  and  that  the  person
requesting  such  payment  will  have  paid  to  Thermo  Electron  or any  agent
designated by it any transfer or other taxes  required by reason of payment to a
person  other than the  registered  holder of the  Certificate  surrendered,  or
established to the satisfaction of Thermo Electron or any agent designated by it
that such tax has been paid or is not payable.

            (d) No Liability.  Notwithstanding  anything to the contrary in this
Section  1.7,  neither  the  Payment  Agent,  Thermo  Electron,   the  Surviving
Corporation  nor any  party  hereto  shall be  liable  to a holder  of shares of
Randers/Killam  Common Stock for any amount  properly paid to a public  official
pursuant to any applicable abandoned property, escheat or similar law.

            (e)  Responsibility;  Term.  During the term of its engagement,  the
Payment Agent shall make the payments  referred to in Section  1.6(a) out of the
funds  supplied  by Thermo  Electron.  Promptly  following  the date that is six
months after the Effective Date, the Payment Agent shall, upon request by Thermo
Electron,  deliver to Thermo Electron all cash, Certificates and other documents
in its possession relating to the transactions described in this Agreement,  and
the  Payment  Agent's  duties  shall  terminate.  Thereafter,  each  holder of a
Certificate  formerly  representing  shares of  Randers/Killam  Common Stock may
surrender  such  Certificate  to Thermo  Electron  and  (subject  to  applicable
abandoned  property,  escheat and similar laws) receive in exchange therefor the
Cash Merger  Consideration  multiplied by the number of shares of Randers/Killam
Common Stock represented by such Certificate, without any interest thereon.

      1.8. No Further  Ownership  Rights in  Randers/Killam  Common  Stock.  All
amounts  paid upon the  surrender  of shares of  Randers/Killam  Common Stock in
accordance  with the  terms  hereof  shall be  deemed  to have been paid in full
satisfaction of all rights  pertaining to such shares of  Randers/Killam  Common
Stock.

      1.9. Lost, Stolen or Destroyed Certificates. In the event any Certificates
shall have been lost,  stolen or  destroyed,  the  Payment  Agent  shall pay the
aggregate Cash Merger Consideration in respect of such lost, stolen or destroyed
Certificates,  upon  the  making  of an  affidavit  of that  fact by the  holder
thereof;  provided,  however,  that,  as a  condition  precedent  to the payment
thereof, the owner of such lost, stolen or destroyed  Certificates shall deliver
a bond in such sum as Thermo Electron or the Payment Agent may reasonably direct
as indemnity  against any claim that may be made against Thermo  Electron or the
Payment Agent with respect to the Certificates alleged to have been lost, stolen
or destroyed, unless Thermo Electron waives such requirement in writing.

      1.10. Closing of Transfer Books. At the Effective Time, the stock transfer
books of Randers/Killam shall be closed and no transfer of Randers/Killam Common
Stock shall  thereafter be made. If, after the Effective Time,  Certificates are
presented to Thermo Electron, they shall be canceled and exchanged for rights to
receive the applicable Cash Merger Consideration as provided in this Article I.

                                       5
<PAGE>

      1.11.  Dissenting  Shares.  Notwithstanding  any other  provision  of this
Agreement,   shares  of   Randers/Killam   Common  Stock  that  are  outstanding
immediately  prior to the Effective Time and which are held by stockholders  (i)
who have not voted in favor of or consented  to the Merger,  (ii) who shall have
demanded  properly in writing  appraisal of such shares in accordance  with DGCL
Section  262 and (iii) who shall not have  withdrawn  such  demand or  otherwise
forfeited appraisal rights (collectively,  the "Dissenting Shares") shall not be
converted into or represent the right to receive the Cash Merger  Consideration.
Such  stockholders  shall, as of the Effective Time,  cease to retain any rights
with respect to the Randers/Killam Common Stock, except as provided in the DGCL,
including the right to receive payment of the appraised value of the shares held
by them in  accordance  with the  provisions  of Section 262,  provided that all
Dissenting  Shares held by stockholders  (i) who shall have failed to perfect or
lost their rights to  appraisal  of such shares  under  Section 262, or (ii) who
have  withdrawn  their demand for  appraisal  within 60 days after the Effective
Date and accept the terms  offered  upon the Merger in  accordance  with Section
262(e),  shall  thereupon be, or be deemed to have been,  converted  into and to
have become  exchangeable,  as of the Effective  Time, for the right to receive,
without any interest thereon, the Cash Merger Consideration,  upon surrender, in
the manner provided in Section 1.7, of the Certificates that formerly  evidenced
such shares without the prior consent of Thermo Electron.

      1.12.  Taking of Necessary Action;  Further Action.  If, at any time after
the Effective  Time,  any further  action is necessary or desirable to carry out
the purposes of this Agreement and to vest the Surviving  Corporation  with full
right, title and possession to all assets, property, rights, privileges,  powers
and franchises of  Randers/Killam  and Merger Sub, the officers and directors of
the Surviving Corporation are fully authorized in the name of Randers/Killam and
Merger Sub or otherwise to take,  and will take,  all such lawful and  necessary
action, so long as such action is consistent with this Agreement.


                                   ARTICLE II
                REPRESENTATIONS AND WARRANTIES OF RANDERS/KILLAM

      Randers/Killam  represents and warrants to Thermo  Electron and Merger Sub
as follows:

      2.1.  Organization  of  Randers/Killam.  Randers/Killam  and  each  of its
subsidiaries  is a  corporation  or other legal entity duly  organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
incorporation or organization,  has the corporate or similar power to own, lease
and operate its property and to carry on its business as now being conducted and
as proposed by  Randers/Killam  to be  conducted,  and is duly  qualified  to do
business and in good standing as a foreign  corporation or other legal entity in
each  jurisdiction in which the failure to be so qualified would have a Material
Adverse Effect on Randers/Killam.  In this Agreement, the term "Material Adverse
Effect" used in reference to Randers/Killam  means any event,  change or effect,
that is or is reasonably  likely to be,  individually  or in the aggregate  with
other events, changes or effects, materially adverse to the financial condition,
assets, liabilities, results of operations or business of Randers/Killam and its
subsidiaries, taken as a whole.

                                       6
<PAGE>

      2.2.  Randers/Killam  Capital  Structure.  The authorized capital stock of
Randers/Killam  consists of 30,000,000  shares of Common Stock, par value $.0001
per share,  of which there were  25,434,719  shares issued and outstanding as of
October  2,  1999,  and no  shares  in  treasury  as of  October  2,  1999.  All
outstanding shares of Randers/Killam  Common Stock are duly authorized,  validly
issued,  fully paid and  non-assessable and are not subject to preemptive rights
created by statute, the Certificate of Incorporation or Bylaws of Randers/Killam
or any agreement or document to which  Randers/Killam  is a party or by which it
is  bound.  As  of  October  2,  1999,  an  aggregate  of  2,097,175  shares  of
Randers/Killam  Common Stock,  net of  exercises,  were reserved for issuance to
employees, consultants and non-employee directors pursuant to the Randers/Killam
Stock Option  Plans,  under which options were  outstanding  for an aggregate of
1,272,175  shares as of such date.  All shares of  Randers/Killam  Common  Stock
subject to  issuance as  aforesaid,  upon  issuance on the terms and  conditions
specified in the instruments pursuant to which they are issuable,  would be duly
authorized, validly issued, fully paid and non-assessable.

      2.3.  Authority.

            (a) Randers/Killam  has all requisite  corporate power and authority
to enter into this  Agreement and to consummate  the  transactions  contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions  contemplated  hereby have been duly  authorized  by all  necessary
corporate action on the part of Randers/Killam,  subject only to the adoption of
this Agreement by Randers/Killam's  stockholders and the filing and recording of
the Certificate of Merger pursuant to the DGCL. Under the DGCL, Randers/Killam's
stockholders  may adopt this  Agreement  by vote of the holders of a majority of
the outstanding  shares of Randers/Killam  Common Stock. This Agreement has been
duly   executed  and   delivered  by   Randers/Killam,   and  assuming  the  due
authorization,  execution  and  delivery  by Thermo  Electron  and  Merger  Sub,
constitutes the valid and binding obligation of  Randers/Killam,  enforceable in
accordance  with its terms.  The  execution  and  delivery of this  Agreement by
Randers/Killam  do not, and the performance of this Agreement by  Randers/Killam
will not, (i)  conflict  with or violate the  Certificate  of  Incorporation  or
Bylaws  of   Randers/Killam  or  (ii)  subject  to  obtaining  the  adoption  by
Randers/Killam's  stockholders  of this Agreement as contemplated in Section 5.2
and compliance with the requirements set forth in Section 2.3(b) below, conflict
with or violate any law, rule, regulation,  order, judgment or decree applicable
to Randers/Killam  or any of its material  subsidiaries or by which its or their
respective  properties is bound,  except,  with respect to clause (ii),  for any
such conflicts,  violations, defaults or other occurrences that would not have a
Material Adverse Effect on Randers/Killam or the Surviving Corporation.

            (b)  No   consent,   approval,   order  or   authorization   of,  or
registration,  declaration  or filing with any court,  administrative  agency or
commission  or  other   governmental   or   regulatory   body  or  authority  or
instrumentality  ("Governmental  Entity")  is  required  by or with  respect  to
Randers/Killam  in connection  with the execution and delivery of this Agreement
or the consummation of the transactions  contemplated hereby, except for (i) the
filing of the  Certificate  of Merger with the  Secretary  of State of Delaware,
(ii) the filing of the Proxy  Statement  and the  Schedule  13E-3 (as defined in
Section  2.6)  with the U.S.  Securities  and  Exchange  Commission  ("SEC")  in
accordance  with the Securities  Exchange Act of 1934, as amended (the "Exchange
Act")  and  (iii)  such  other  consents,  approvals,  orders,   authorizations,
registrations,  declarations  and  filings as may be required  under  applicable
federal and state securities laws.

                                       7
<PAGE>

      2.4.  Board  Approval.  The Board of  Directors  of  Randers/Killam,  upon
recommendation of the Special Committee that this Agreement,  including the Cash
Merger Consideration, is fair to, and in the best interests of, the stockholders
of  Randers/Killam  (other than Thermo Electron and  TerraTech),  has, as of the
date of this  Agreement,  unanimously  (i) adopted a resolution  approving  this
Agreement and declaring its  advisability,  (ii)  determined  that the Merger is
fair to, and in the best interests of, Randers/Killam and its stockholders,  and
(iii)  determined to recommend that the stockholders of  Randers/Killam  approve
this Agreement.

      2.5. Fairness Opinion.  The Special Committee has received an opinion from
AH&H dated  October  18, 1999 that,  as of such date,  the  consideration  to be
received  by  Randers/Killam's  stockholders  in  the  Merger  is  fair,  from a
financial  point of view,  to  Randers/Killam's  stockholders  other than Thermo
Electron and TerraTech.

      2.6  Schedule  13E-3;  Proxy  Statement.   The  information   supplied  by
Randers/Killam for inclusion in the Rule 13e-3 Transaction Statement on Schedule
13E-3 (such Schedule,  as amended or supplemented,  is referred to herein as the
"Schedule  13E-3")  (including any information  incorporated by reference in the
Schedule 13E-3 from other filings made by Randers/Killam with the SEC) or (other
than with respect to the  information  supplied by Thermo Electron and/or Merger
Sub) the proxy  statement to be sent to the  stockholders of  Randers/Killam  in
connection  with the meeting of  Randers/Killam's  stockholders  to consider the
adoption of this  Agreement  and  approval  of the Merger  (the  "Randers/Killam
Stockholders'  Meeting") (such proxy statement,  as amended or supplemented,  is
referred  to herein as the "Proxy  Statement")  shall not, on the date the Proxy
Statement is first  mailed to  stockholders,  at the time of the  Randers/Killam
Stockholders'  Meeting or at the Effective Time, contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which they are made,  not false or  misleading.  The Proxy
Statement will comply (other than with respect to information relating to Thermo
Electron  and/or  Merger  Sub) as to  form in all  material  respects  with  the
provisions of the Exchange Act and the rules and regulations thereunder.


                                   ARTICLE III
       REPRESENTATIONS AND WARRANTIES OF THERMO ELECTRON AND MERGER SUB

      Thermo  Electron  and Merger Sub,  jointly and  severally,  represent  and
warrant to Randers/Killam as follows:

      3.1.  Organization.  Thermo  Electron  is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and Merger Sub is a corporation  duly  organized,  validly  existing and in good
standing under the laws of the State of Delaware,  each has the corporate  power
to own, lease and operate its property and to carry on its business as now being
conducted and as proposed to be conducted,  and is duly qualified to do business
and in good standing as a foreign  corporation in each jurisdiction in which the
failure  to be so  qualified  would  have a  Material  Adverse  Effect on Thermo


                                       8
<PAGE>

Electron.  In  this  Agreement,  the  term  "Material  Adverse  Effect"  used in
reference to Thermo  Electron means any event,  change or effect,  that is or is
reasonably  likely to be,  individually  or in the aggregate  with other events,
changes or  effects,  materially  adverse to the  financial  condition,  assets,
liabilities,  results of  operations  or  business  of Thermo  Electron  and its
subsidiaries, taken as a whole.

      3.2.  Authority.
            (a)  Each of  Thermo  Electron  and  Merger  Sub  has all  requisite
corporate power and authority to enter into this Agreement and to consummate the
transactions  contemplated  hereby. The execution and delivery of this Agreement
and the  consummation  of the  transactions  contemplated  hereby have been duly
authorized by all necessary  corporate action on the part of Thermo Electron and
Merger Sub,  subject  only to the filing and  recording  of the  Certificate  of
Merger pursuant to the DGCL. This Agreement has been duly executed and delivered
by each of Thermo Electron and Merger Sub and,  assuming the due  authorization,
execution  and delivery of this  Agreement  by  Randers/Killam,  this  Agreement
constitutes  the valid and binding  obligation  of each of Thermo  Electron  and
Merger Sub, enforceable in accordance with its terms. The execution and delivery
of this  Agreement  by each of Thermo  Electron  and Merger Sub do not,  and the
performance  of this  Agreement  by each of Thermo  Electron and Merger Sub will
not, (i) conflict with or violate the Certificate of  Incorporation or Bylaws of
Thermo Electron or the Certificate of  Incorporation  or Bylaws of Merger Sub or
of any material  subsidiary,  direct or indirect,  of Thermo  Electron  (each, a
"Material Thermo Subsidiary"),  (ii) subject to compliance with the requirements
set forth in Section  3.2(b)  below,  conflict  with or violate  any law,  rule,
regulation,  order,  judgment  or decree  applicable  to Thermo  Electron or any
Material Thermo Subsidiaries (including Merger Sub, but excluding Randers/Killam
and its wholly owned  subsidiaries)  or by which its or any of their  respective
properties is bound or affected,  or (iii) result in any breach of or constitute
a default (or an event that with notice or lapse of time or both would  become a
default)  under,  or impair  Thermo  Electron's  rights  or alter the  rights or
obligations  of any  third  party  under,  or  give  to  others  any  rights  of
termination,  amendment,  acceleration  or  cancellation  of,  or  result in the
creation of a lien or  encumbrance  on any of the properties or assets of Thermo
Electron  or  any  Material  Thermo  Subsidiaries  (including  Merger  Sub,  but
excluding  Randers/Killam  and its wholly owned  subsidiaries)  pursuant to, any
note, bond, mortgage,  indenture,  contract,  agreement, lease, license, permit,
franchise or other  instrument  or  obligation  to which Thermo  Electron or any
Material Thermo Subsidiaries (including Merger Sub, but excluding Randers/Killam
and its wholly owned subsidiaries) is a party or by which Thermo Electron or any
Material Thermo Subsidiaries (including Merger Sub, but excluding Randers/Killam
and its wholly owned subsidiaries) or its or any of their respective  properties
are bound or affected,  except,  with respect to clauses (ii) and (iii), for any
such conflicts,  violations, defaults or other occurrences that would not have a
Material Adverse Effect on Thermo Electron.

            (b) All  shares of Thermo  Common  Stock  which  will be  subject to
issuance pursuant to the  Randers/Killam  Stock Option Plans, each as assumed by
Thermo  Electron  pursuant  to  this  Agreement  will,  upon  issuance,  be duly
authorized,  validly  issued,  fully paid and  nonassessable  and not subject to
preemptive rights created by statute, the Certificate of Incorporation or Bylaws
of Thermo  Electron or any other  agreement or document to which Thermo Electron
is a party or by which it is bound.

                                       9
<PAGE>

            (c)  No   consent,   approval,   order  or   authorization   of,  or
registration,  declaration or filing with any Governmental Entity is required by
or with  respect  to  Thermo  Electron  or  Merger  Sub in  connection  with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby, except for (i) the filing of the Certificate of Merger with
the Secretary of State of Delaware,  (ii) the filing of the Schedule  13E-3 with
the SEC in  accordance  with the Exchange  Act,  and (iii) such other  consents,
approvals, orders,  authorizations,  registrations,  declarations and filings as
may be required under applicable federal and state securities laws.

      3.3 Merger Sub.  Since the date of its  incorporation,  Merger Sub has not
engaged in any activities  other than in connection  with or as  contemplated by
this Agreement.

      3.4 Information Provided to Investment Bankers. To the knowledge of Thermo
Electron, the information provided by Thermo Electron and Randers/Killam to AH&H
in connection with the Merger does not contain any untrue  statement of material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements  therein,  in light of the circumstances under which they
were  made,  not  misleading.  For  purposes  of  the  foregoing  sentence,  any
projections or  forward-looking  statements shall not be deemed to be statements
of material  facts;  however,  the  projections  were prepared in good faith and
based on  assumptions  that were  reasonable at the time such  projections  were
prepared,  given the information known by management at such time.  Furthermore,
it is recognized  that such  projections and  forward-looking  statements do not
constitute  any  warranty  as to the future  performance  of Thermo  Electron or
Randers/Killam and that actual results may vary from projected results.

      3.5 Compliance  with  Agreements.  The treatment  provided for herein with
respect to outstanding options under the Randers/Killam Stock Option Plans is in
compliance  with  the  applicable  agreements  and  instruments  governing  such
securities.  No consent  or  approval  of the  holders  of such  instruments  is
required in connection with the transactions contemplated by this Agreement.

      3.6 Schedule 13E-3;  Proxy Statement.  The information  supplied by Thermo
Electron  for  inclusion  in  the  Schedule  13E-3  (including  any  information
incorporated  by  reference  in the  Schedule  13E-3 from other  filings made by
Thermo  Electron  with the SEC) or (other than with  respect to the  information
supplied by Randers/Killam) the Proxy Statement shall not, on the date the Proxy
Statement is first  mailed to  stockholders,  at the time of the  Randers/Killam
Stockholders'  Meeting or at the Effective Time, contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which they are made,  not false or  misleading.  The Proxy
Statement will comply (with respect to information  relating to Thermo Electron)
as to form in all material  respects with the provisions of the Exchange Act and
the rules and regulations thereunder.

       3.7. Financial Resources.  Thermo Electron has the financial resources to
consummate  the  transactions  contemplated  by  this  Agreement  and to pay the
consideration in the Merger provided for in Section 1.6(a).

                                       10
<PAGE>




                                   ARTICLE IV
                       CONDUCT PRIOR TO THE EFFECTIVE TIME

      4.1.  Conduct of  Business by  Randers/Killam.  During the period from the
date of this  Agreement and continuing  until the earlier of the  termination of
this  Agreement  pursuant  to its terms or the  Effective  Time,  Randers/Killam
shall,  except for such  actions  which are  contemplated  by this  Agreement or
reasonably appropriate in connection with the transactions  contemplated by this
Agreement,  and except as consented to by Thermo Electron, carry on its business
in the usual,  regular and ordinary course,  in substantially the same manner as
heretofore  conducted,  pay its debts and taxes  when due  subject to good faith
disputes  over such debts or taxes,  pay or perform other  material  obligations
when due,  and use its  commercially  reasonable  efforts  consistent  with past
practices  and policies to preserve  intact its present  business  organization,
keep  available the services of its present  officers and employees and preserve
its relationships with customers, suppliers, distributors, licensors, licensees,
and others with which it has business dealings.

      4.2  Conduct of Business  by Thermo  Electron.  During the period from the
date of this  Agreement and continuing  until the earlier of the  termination of
this Agreement  pursuant to its terms or the Effective Time, Thermo Electron (i)
shall,  except for such  actions  which are  contemplated  by this  Agreement or
reasonably appropriate in connection with the transactions  contemplated by this
Agreement,  or which are  undertaken in  connection  with the Merger or with the
reorganization of Thermo Electron and its subsidiaries as publicly  announced or
as disclosed to AH&H prior to the date of this Agreement,  carry on its business
materially in the usual,  regular and ordinary course, in substantially the same
manner as heretofore conducted, pay its debts and taxes when due subject to good
faith  disputes  over  such  debts  or  taxes,  pay or  perform  other  material
obligations when due, and use its  commercially  reasonable  efforts  consistent
with past  practices  and  policies  to  preserve  intact its  present  business
organization,  keep available the services of its present officers and employees
and  preserve  its  relationships  with  customers,   suppliers,   distributors,
licensors,  licensees,  and others with which it has business dealings; and (ii)
shall not,  and shall not permit any  Material  Thermo  Subsidiary  to, take any
action  which would make any of the  representations  and  warranties  of Thermo
Electron  contained  herein  untrue  or  cause  Thermo  Electron  not  to  be in
compliance with any covenant set forth herein.

                                       11
<PAGE>


                                    ARTICLE V
                              ADDITIONAL AGREEMENTS

      5.1.  Schedule 13E-3; Proxy Statement; Other Filings

            (a)  As  promptly  as  practicable   after  the  execution  of  this
Agreement,  Thermo Electron,  TerraTech and Randers/Killam  will jointly prepare
and  file  with the SEC the  Schedule  13E-3  and the  Proxy  Statement.  Thermo
Electron,  TerraTech  and  Randers/Killam  will cause the Proxy  Statement to be
mailed to stockholders of Randers/Killam at the earliest  practicable time. Each
party will notify the other  promptly  upon the receipt of any comments from the
SEC or its  staff  and of any  request  by the  SEC or its  staff  or any  other
government  officials for amendments or supplements to the Schedule 13E-3 or the
Proxy  Statement  or any other  filing or for  additional  information  and will
supply the other party with copies of all  correspondence  between such party or
any of its  representatives,  on the one hand,  and the SEC, or its staff or any
other  government  officials,  on the  other  hand,  with  respect  to the Proxy
Statement,  the Schedule 13E-3 or the Merger.  Whenever any event occurs that is
required to be set forth in an amendment or supplement to the Schedule  13E-3 or
the Proxy Statement,  the relevant party will promptly inform the other party of
such  occurrence  and cooperate in filing with the SEC or its staff or any other
government  officials,  and/or mailing to stockholders of  Randers/Killam,  such
amendment or supplement.

            (b) The information  supplied by Randers/Killam for inclusion in the
Schedule 13E-3 or the Proxy Statement (including any information incorporated by
reference in the Schedule  13E-3 or the Proxy  Statement from other filings made
by  Randers/Killam  with the SEC) will not, on the date the Proxy  Statement (or
any amendment  thereof or supplement  thereto) is first mailed to Randers/Killam
stockholders, at the time of the Randers/Killam Stockholders' Meeting and at the
Effective  Time,  contain any statement  which, at such time and in light of the
circumstances  under which it shall be made, is false or misleading with respect
to any  material  fact,  or shall omit to state any material  fact  necessary in
order to make the  statements  made therein not false or  misleading in light of
the circumstances under which they were made, or omit to state any material fact
necessary to correct any statement in any earlier  communication with respect to
the solicitation of proxies for the Randers/Killam  Stockholders'  Meeting which
has become false or misleading.

            (c) The  information  supplied by Thermo Electron and Merger Sub for
inclusion  in  the  Schedule  13E-3  or  the  Proxy  Statement   (including  any
information  incorporated  by  reference  in the  Schedule  13E-3  or the  Proxy
Statement from other filings made by Thermo  Electron with the SEC) will not, on
the date the Proxy Statement (or any amendment thereof or supplement thereto) is
first mailed to Randers/Killam  stockholders,  at the time of the Randers/Killam
Stockholders' Meeting and at the Effective Time, contain any statement which, at
such time and in light of the  circumstances  under  which it shall be made,  is
false or  misleading  with respect to any material  fact, or shall omit to state
any material  fact  necessary in order to make the  statements  made therein not
false or misleading in light of the circumstances under which they were made, or
omit to state any  material  fact  necessary  to correct  any  statement  in any
earlier  communication  with  respect to the  solicitation  of  proxies  for the
Randers/Killam Stockholders' Meeting which has become false or misleading.

                                       12
<PAGE>


           (d) The Proxy  Statement  will  include  the  recommendation  of the
Special  Committee  in favor of  approval  of this  Agreement  (except  that the
Special   Committee   may   withdraw,   modify  or  refrain   from  making  such
recommendation  to the  extent  that  the  Special  Committee  determines  after
consultation  with  outside  legal  counsel  that  failure  to  do so  would  be
inconsistent  with the Special  Committee's  fiduciary  duties under  applicable
law).

            (e) The Proxy Statement will include the recommendation of the Board
of Directors of  Randers/Killam  in favor of approval of this Agreement  (except
that the Board of Directors of  Randers/Killam  may withdraw,  modify or refrain
from making such  recommendation  to the extent that the Board  determines after
consultation  with  outside  legal  counsel  that  failure  to  do so  would  be
inconsistent with the Board's fiduciary duties under applicable law).

            (f) To the extent that the Special Committee or the Board withdraws,
modifies or refrains from making their  respective  recommendations  pursuant to
Sections 5.1(d) or (e) hereof, the Proxy Statement will reflect such action.

      5.2.  Meeting  of  Randers/Killam  Stockholders.  Promptly  after the date
hereof,  Randers/Killam  will take all action  necessary in accordance  with the
DGCL  and  its   Certificate  of   Incorporation   and  Bylaws  to  convene  the
Randers/Killam  Stockholders'  Meeting to be held as promptly as practicable for
the  purpose  of voting  upon  this  Agreement.  Unless  the  Special  Committee
determines after  consultation with outside legal counsel that to do so would be
inconsistent with the Board's or the Special Committee's  fiduciary duties under
applicable law,  Randers/Killam  will use its reasonable best efforts to solicit
from its stockholders proxies in favor of the approval of this Agreement and the
Merger, and will take all other action necessary or advisable to secure the vote
or consent of its  stockholders  required by the DGCL to obtain such  approvals.
Thermo  Electron  shall vote,  or cause to be voted,  all of the  Randers/Killam
Common  Stock  then  owned  by it and any of its  subsidiaries  in  favor of the
approval of this Agreement and the Merger.

      5.3. Access to Information. Subject to applicable legal restrictions, each
of the  parties  hereto  will  afford  the  other  (including,  in the  case  of
Randers/Killam, the Special Committee) and each of their respective accountants,
counsel and other representatives reasonable access during normal business hours
to the  properties,  books,  records  and  personnel  of each of them during the
period prior to the Effective Time to obtain all  information  concerning  their
respective  businesses,   including  the  status  of  their  respective  product
development efforts, properties, results of operations and personnel, as each of
them may reasonably request. Each of the parties hereto agrees that it will, and
will  cause  its  representatives  and  agents  to,  keep all  such  information
confidential and will not, and will cause its  representatives or agents not to,
use any  information  obtained  pursuant  to this  Section  5.3 for any  purpose
unrelated  to  the  consummation  of  the  transactions   contemplated  by  this
Agreement.  Notwithstanding  the foregoing,  none of the parties hereto shall be
required to keep  confidential any information (i) which is or becomes generally
available to the public,  other than by wrongful  disclosure  by the  disclosing
party in violation of this  Agreement,  or (ii) which  becomes  available to the
disclosing  party  on a  nonconfidential  basis  from a  source  other  than the
nondisclosing party or any officer or director of such party.

                                       13
<PAGE>

      5.4. Public Disclosure.  Thermo Electron and  Randers/Killam  will consult
with each other before issuing any press release or otherwise  making any public
statement  with respect to the Merger or this  Agreement  and will not issue any
such press release or make any such public statement prior to such consultation,
except  as may be  required  by law or any  listing  agreement  with a  national
securities  exchange.  Promptly  upon the  execution  hereof,  the parties shall
jointly make a press release with respect to the  transactions  contemplated  by
this Agreement,  in form reasonably  satisfactory to the Special Committee,  and
Randers/Killam shall, within five days after the execution hereof, file with the
SEC a  Current  Report on Form  8-K,  which  shall  attach  as an  exhibit  this
Agreement.

      5.5. Legal Requirements.  Subject to the terms of this Agreement,  each of
Thermo Electron,  Merger Sub and Randers/Killam will take all reasonable actions
necessary or desirable to comply promptly with all legal  requirements  that may
be  imposed  on  them  with  respect  to the  consummation  of the  transactions
contemplated by this Agreement (including furnishing all information required in
connection  with  approvals  of or filings  with any  Governmental  Entity,  and
including  using its reasonable  best efforts to defend any litigation  prompted
hereby) and will promptly  cooperate  with and furnish  information to any party
hereto  necessary in connection with any such  requirements  imposed upon any of
them or their respective subsidiaries in connection with the consummation of the
transactions contemplated by this Agreement.

      5.6.  Notification  of  Certain  Matters.  Subject  to the  terms  of this
Agreement,   Thermo   Electron  and  Merger  Sub  will  give  prompt  notice  to
Randers/Killam,  and Randers/Killam  will give prompt notice to Thermo Electron,
of the  occurrence,  or failure  to occur,  of any event,  which  occurrence  or
failure to occur would be reasonably  likely to cause (a) any  representation or
warranty  contained in this Agreement to be untrue or inaccurate in any material
respect at any time from the date of this  Agreement to the  Effective  Time, or
(b) any material failure of Thermo Electron and Merger Sub or Randers/Killam, as
the case may be, or of any  officer,  director,  employee or agent  thereof,  to
comply with or satisfy any covenant,  condition or agreement to be complied with
or satisfied by it under this  Agreement.  From the date of this Agreement until
the Effective Time,  Thermo  Electron will give prompt notice to  Randers/Killam
(including,  without limitation, the Special Committee) of any written offers or
indications of interest it receives from a prospective purchaser of any material
properties or assets of Randers/Killam  or its  subsidiaries,  which set forth a
proposed  purchase  price  greater than $3 million or in which the book value of
the assets being sold is greater than $3 million, other than sales of assets and
services in the ordinary  course of  business.  Notwithstanding  the above,  the
delivery of any notice  pursuant  to this  section  will not limit or  otherwise
affect the remedies  available  hereunder to the party  receiving such notice or
the conditions to such party's obligation to consummate the Merger.

      5.7. Best Efforts and Further Assurances. Subject to the respective rights
and obligations of Thermo Electron and Randers/Killam under this Agreement, each
of the  parties  to this  Agreement  will use its  reasonable  best  efforts  to
effectuate  the Merger  and the other  transactions  contemplated  hereby and to
fulfill  and  cause  to be  fulfilled  the  conditions  to  closing  under  this
Agreement,  it  being  understood  that  such  efforts  shall  not  include  any
obligation  to settle  any  litigation  prompted  hereby.  Subject  to the terms
hereof,  each party hereto,  at the reasonable  request of another party hereto,
will  execute and deliver such other  instruments  and do and perform such other
acts and  things as may be  reasonably  necessary  or  desirable  for  effecting
completely the consummation of the transactions contemplated hereby.

                                       14
<PAGE>

      5.8.  Stock Option Plans; Reservation of Shares.

            (a) At the  Effective  Time,  each  outstanding  option to  purchase
shares of  Randers/Killam  Common Stock (each a  "Randers/Killam  Stock Option")
under the Randers/Killam Stock Option Plans, whether or not exercisable, will be
assumed  by Thermo  Electron.  Each  Randers/Killam  Stock  Option so assumed by
Thermo  Electron  under this Agreement will continue to have, and be subject to,
the same terms and conditions set forth in the applicable  Randers/Killam  Stock
Option  Plan  immediately  prior  to  the  Effective  Time  (including,  without
limitation,  any repurchase rights),  except that (i) each Randers/Killam  Stock
Option will be exercisable  (or will become  exercisable in accordance  with its
terms)  for that  number of whole  shares of Thermo  Common  Stock  equal to the
product  of the  number of  shares  of  Randers/Killam  Common  Stock  that were
issuable upon exercise of such Randers/Killam  Stock Option immediately prior to
the  Effective  Time  multiplied  by a  fraction  (the  "Exchange  Ratio"),  the
numerator of which is the Cash Merger Consideration and the denominator of which
is the closing price of the Thermo Common Stock on the day immediately preceding
the Effective Date as reported in the consolidated transaction reporting system,
rounded down to the nearest whole number of shares of Thermo  Common Stock,  and
(ii) the per share exercise price for the shares of Thermo Common Stock issuable
upon exercise of such assumed  Randers/Killam  Stock Option will be equal to the
quotient  determined by dividing the exercise price per share of  Randers/Killam
Common  Stock  at  which  such  Randers/Killam   Stock  Option  was  exercisable
immediately prior to the Effective Time by the Exchange Ratio, rounded up to the
nearest whole cent. After the Effective Time, Thermo Electron will issue to each
holder of an  outstanding  Randers/Killam  Stock Option a notice  describing the
foregoing assumption of such Randers/Killam Stock Option by Thermo Electron.

            (b) Thermo Electron will reserve  sufficient shares of Thermo Common
Stock for issuance under this Section 5.8.

      5.9.   Thermo  Electron  Form  S-8.  Thermo  Electron  agrees  to  file  a
registration  statement  on Form S-8 or, if  possible,  an  amendment  to Thermo
Electron's then effective  registration statement on Form S-8, for the shares of
Thermo Common Stock  issuable with respect to the assumed  Randers/Killam  Stock
Options within five (5) business days of the Effective Time, and shall keep such
registration  statement  effective  for so  long  as  any  such  options  remain
outstanding.

      5.10. Indemnification; Insurance.

            (a) The  Certificate  of  Incorporation  and Bylaws of the Surviving
Corporation  will contain the  provisions  with respect to  indemnification  and
elimination  of liability for monetary  damages set forth in the  Certificate of
Incorporation  and  Bylaws  of  Randers/Killam,  which  provisions  will  not be
amended,  repealed or otherwise  modified for a period of six (6) years from the
Effective Time in any manner that would adversely  affect the rights  thereunder
of  individuals  who, as of the date hereof and at any time from the date hereof
to the Effective Time, were directors or officers of Randers/Killam, unless such
modification  is required by law. The Surviving  Corporation  shall,  and Thermo
Electron  will cause the  Surviving  Corporation  to,  fulfill  and honor in all
respects  the  indemnification  obligations  of  Randers/Killam  pursuant to the
provisions of the Certificate of Incorporation  and the Bylaws of Randers/Killam
as in effect on the date of this Agreement.

                                       15
<PAGE>

            (b) For a period of six (6) years after the Effective  Time,  Thermo
Electron shall cause the Surviving  Corporation  to, either  directly or through
participation  in  Thermo  Electron's  umbrella  policy,  maintain  in  effect a
directors'   and   officers'   liability   insurance   policy   covering   those
Randers/Killam  directors and officers  currently  covered by Thermo  Electron's
liability  insurance  policy with coverage no less favorable in amount and scope
than existing  coverage for such  Randers/Killam  directors and officers  (which
coverage may be an endorsement  extending the period in which claims may be made
under such  existing  policy);  provided,  however,  that in no event  shall the
Surviving  Corporation  be required  to expend to maintain or procure  insurance
coverage  pursuant to this Section 5.10,  directly or through  participation  in
Thermo  Electron's  policy, an amount per annum in excess of 175% of the current
annual premiums,  as adjusted for inflation each year,  allocable and payable by
Randers/Killam  (the "Maximum  Premium") with respect to such insurance,  or, if
the cost of such insurance  exceeds the Maximum  Premium,  the maximum amount of
coverage that can be purchased or maintained for the Maximum Premium.

            (c)  Randers/Killam  shall,  to the fullest extent  permitted  under
applicable law and regardless of whether the Merger becomes effective, indemnify
and hold  harmless  Susan  Tierney  ("Tierney")  against all costs and  expenses
(including  attorneys'  fees),   judgments,   fines,  losses,  claims,  damages,
liabilities and settlement  amounts paid in connection  with any claim,  action,
suit, proceeding or investigation,  whether civil,  criminal,  administrative or
investigative,  arising  out of or  pertaining  to any  action  or  omission  in
Tierney's capacity as a director (including,  without limitation, as a member of
the Special  Committee)  or  fiduciary  of  Randers/Killam  (including,  without
limitation,  in connection with the transactions contemplated by this Agreement)
occurring  on,  before or after the  Effective  Time (or, if this  Agreement  is
terminated without the Merger becoming effective,  occurring on, before or after
the  date  of  such  termination),  until  the  expiration  of  the  statute  of
limitations relating thereto (and shall pay any expenses in advance of the final
disposition  of such  action or  proceeding  to  Tierney to the  fullest  extent
permitted  under  applicable  law,  upon receipt from Tierney of an  undertaking
(which need not be secured or subject to a bond or other  requirement)  to repay
any advanced  expenses if it shall  ultimately be determined that Tierney is not
entitled  to be  indemnified  against  such  expenses).  If the  Merger  becomes
effective,  Thermo Electron shall be jointly and severally  responsible,  to the
fullest extent  permitted by applicable law (it being understood that applicable
law may permit Thermo Electron to indemnify or advance expenses to Tierney under
circumstances in which  Randers/Killam could not do so), for the indemnification
and  advancement of expenses  obligations  provided for in the first sentence of
this Section 5.10(c).  If the Merger does not become effective,  Thermo Electron
shall  have the same  responsibilities  set forth in the  immediately  preceding
sentence,   except  that  Thermo  Electron  shall  have  no  responsibility  for
indemnifying  or  advancing  expenses to Tierney with respect to matters that do
not arise out of or pertain to the work of the Special Committee, this Agreement
or the  transactions  contemplated  hereby.  In the event of any claim,  action,
suit,   proceeding  or  investigation  covered  by  this  Section  5.10(c),  (i)
Randers/Killam,  Thermo Electron and the Surviving Corporation,  as the case may
be, shall pay the reasonable  fees and expenses of counsel  selected by Tierney,
promptly after statements therefor are received, and (ii) Randers/Killam, Thermo
Electron and the  Surviving  Corporation  shall  cooperate in the defense of any


                                       16
<PAGE>

such matter; provided,  however, that neither Randers/Killam nor Thermo Electron
nor the  Surviving  Corporation  shall be  liable  for any  settlement  effected
without  Thermo  Electron's  prior  written  consent  (such  consent  not  to be
unreasonably withheld or delayed); and provided, further, that, in the event any
claim for  indemnification  is asserted  or made within the period  prior to the
expiration   of  the   applicable   statute  of   limitations,   all  rights  to
indemnification in respect of such claim shall continue until the disposition of
such claim.  In connection  with Thermo  Electron or the  Surviving  Corporation
making any payment or  advancing  any funds  pursuant to this  Section  5.10(c),
Thermo  Electron  or the  Surviving  Corporation,  as the case may be,  shall be
entitled to require Tierney to use commercially  reasonable efforts, at the cost
and expense of Thermo  Electron and the Surviving  Corporation,  to cause Thermo
Electron or the Surviving  Corporation,  as the case may be, to be subrogated to
Tierney's  rights  under any  insurance  coverage  maintained  by the  Surviving
Corporation,  Thermo Electron or any of their respective affiliates with respect
to the  underlying  subject  matter of, and to the  extent of,  such  payment or
advance.

            (d) In the event  Randers/Killam,  Thermo  Electron or the Surviving
Corporation or any of their  respective  successors or assigns (i)  consolidates
with or  merges  into any  other  person  and  shall  not be the  continuing  or
surviving  corporation  or  entity  of such  consolidation  or  merger,  or (ii)
transfers all or  substantially  all of its  properties or assets to any person,
then,  and in each  such  case,  proper  provision  shall  be  made so that  the
successors  and assigns of  Randers/Killam,  Thermo  Electron and the  Surviving
Corporation,  as the case may be, shall assume the obligations set forth in this
Section 5.10.

            (e) Heirs, representatives and estates of the officers and directors
of Randers/Killam (including, without limitation,  Tierney) shall have the right
to enforce the obligations arising under this Section 5.10.

            (f) The  rights of the  officers  and  directors  of  Randers/Killam
(including, without limitation, Tierney) under this Section 5.10 are in addition
to any rights of such persons under separate indemnification agreements any such
persons  may  have  with  Randers/Killam  and/or  Thermo  Electron,   under  the
Certificate of Incorporation or Bylaws of  Randers/Killam  or Thermo Electron or
otherwise.


      5.11. Deferred Compensation Plan. Subject to obtaining the consents of the
affected  participants,  at the  Effective  Time,  the  Randers/Killam  Deferred
Compensation  Plan  for  Directors  (the  "Deferred   Compensation  Plan")  will
terminate,  and  Randers/Killam  will distribute to each  participant the sum in
cash  equal  to the  balance  of stock  units  credited  to his or her  deferred
compensation  account under the Deferred  Compensation  Plan as of the Effective
Time multiplied by the Cash Merger Consideration.

      5.12  Compliance by Merger Sub.  Thermo Electron shall cause Merger Sub to
timely perform and comply with all of its  obligations  under or related to this
Agreement.  Thermo  Electron  will  ensure  that  Merger  Sub has the  financial
resources to consummate the  transactions  contemplated by this Agreement and to
pay the consideration in the Merger provided for in Section 1.6(a).

                                       17
<PAGE>


      5.13 NYSE Listing. Thermo Electron shall use its best efforts to cause all
shares of Thermo Common Stock which will be subject to issuance  pursuant to the
Randers/Killam  Stock Option Plans,  each as assumed by Thermo Electron pursuant
to this Agreement, to be authorized for listing on the New York Stock Exchange.


                                   ARTICLE VI
                            CONDITIONS TO THE MERGER

      6.1.  Conditions to  Obligations  of Each Party to Effect the Merger.  The
respective  obligations  of each  party to this  Agreement  to effect the Merger
shall be subject to the  satisfaction  at or prior to the Effective  Time of the
following conditions:

            (a) No Order.  No  Governmental  Entity shall have enacted,  issued,
promulgated, enforced or entered any statute, rule, regulation, executive order,
decree, injunction or other order (whether temporary,  preliminary or permanent)
which is in effect  and which has the  effect of making  the  Merger  illegal or
otherwise prohibiting consummation of the Merger.

            (b) NYSE  Listing.  The Thermo Common Stock which will be subject to
issuance pursuant to the  Randers/Killam  Stock Option Plans, each as assumed by
Thermo  Electron  pursuant to this  Agreement,  shall have been  authorized  for
listing on the New York Stock Exchange.

            (c)  Stockholder  Approval.  This Agreement shall have been approved
and  adopted  by the  requisite  vote  under  the  DGCL by the  stockholders  of
Randers/Killam.

      6.2.  Additional  Conditions to the  Obligations  of  Randers/Killam.  The
obligations  of  Randers/Killam  to  consummate  and effect the Merger  shall be
subject to the  satisfaction  at or prior to the  Effective  Time of each of the
following  conditions,  any of which may be waived,  in writing,  exclusively by
Randers/Killam  (provided  that the Special  Committee  shall have  consented in
writing to any such waiver):

            (a)   Representations   and  Warranties.   The  representations  and
warranties of Thermo  Electron and Merger Sub contained in this Agreement  shall
be true and correct in all material respects (other than those already qualified
by a materiality  standard,  which shall be true and correct in all respects) on
and as of the Effective Time, except for changes expressly  contemplated by this
Agreement  and except for those  representations  and  warranties  that  address
matters only as of a particular  date (which shall remain true and correct as of
such  particular  date),  with the same force and effect as if made on and as of
the Effective Time; and Randers/Killam shall have received a certificate to such
effect signed on behalf of Thermo  Electron by the  President,  Chief  Executive
Officer or Vice President of Thermo Electron; and

            (b) Agreements and Covenants.  Thermo  Electron and Merger Sub shall
have  performed or complied in all material  respects  with all  agreements  and
covenants required by this Agreement to be performed or complied with by them on
or prior to the  Effective  Time,  and  Randers/Killam  shall  have  received  a
certificate to such effect signed on behalf of Thermo Electron by the President,
Chief Executive Officer or Vice President of Thermo Electron.


                                       18
<PAGE>

            (c) Fairness Opinion.  At the time of mailing of the Proxy Statement
to the stockholders of Randers/Killam  and at the Effective Time, AHH shall have
reaffirmed orally the fairness opinion  previously  prepared and delivered by it
to the Special Committee and AHH shall not have withdrawn such opinion.

      6.3.  Additional  Conditions  to the  Obligations  of Thermo  Electron and
Merger Sub. The  obligations of Thermo Electron and Merger Sub to consummate and
effect  the  Merger  shall be  subject  to the  satisfaction  at or prior to the
Effective Time of each of the following conditions,  any of which may be waived,
in writing, exclusively by Thermo Electron:

            (a)   Representations   and  Warranties.   The  representations  and
warranties  of  Randers/Killam  contained  in this  Agreement  shall be true and
correct in all  material  respects  (other  than those  already  qualified  by a
materiality standard, which shall be true and correct in all respects) on and as
of the Effective  Time,  except for changes  contemplated  by this Agreement and
except for those  representations and warranties that address matters only as of
a particular  date (which  shall  remain true and correct as of such  particular
date),  with the same  force and  effect  as if made on and as of the  Effective
Time,  except,  in all such  cases,  where the failure to be so true and correct
would not have a Material Adverse Effect on Randers/Killam;  and Thermo Electron
and Merger Sub shall have received a certificate to such effect signed on behalf
of Randers/Killam by the President, Chief Executive Officer or Vice President of
Randers/Killam; and

            (b) Agreements and Covenants. Randers/Killam shall have performed or
complied in all material respects with all agreements and covenants  required by
this  Agreement  to be  performed  or  complied  with by it on or  prior  to the
Effective  Time,  and Thermo  Electron shall have received a certificate to such
effect signed on behalf of  Randers/Killam  by the  President,  Chief  Executive
Officer or Vice President of Randers/Killam.

            (c) No Withdrawal of Special Committee  Recommendation.  The Special
Committee shall not have withdrawn its  recommendation to the Board of Directors
of Randers/Killam as set forth in Section 2.4 hereof.


                                   ARTICLE VII
                        TERMINATION, AMENDMENT AND WAIVER

      7.1.  Termination.  This  Agreement may be terminated at any time prior to
the  Effective  Time of the  Merger,  whether  before or after  approval of this
Agreement by the stockholders of Randers/Killam:

            (a) by mutual  written  consent  duly  authorized  by the  Boards of
Directors  of  Merger  Sub and  Randers/Killam  (upon  approval  of the  Special
Committee);

            (b) by  either  Randers/Killam  (at  the  direction  of the  Special
Committee) or Merger Sub if the Merger shall not have been  consummated by March
31, 2000;  provided,  however,  that the right to terminate this Agreement under
this Section  7.1(b) shall not be available to any party whose action or failure
to act has been a principal cause of or resulted in the failure of the Merger to
occur on or before  such date if such  action or  failure to act  constitutes  a
breach of this Agreement;


                                       19
<PAGE>

            (c)  by  either   Randers/Killam   (upon  approval  of  the  Special
Committee) or Merger Sub if a court of competent  jurisdiction or  governmental,
regulatory or  administrative  agency or commission  shall have issued an order,
decree or ruling or taken any other action (an "Order"),  in any case having the
effect of  permanently  restraining,  enjoining  or  otherwise  prohibiting  the
Merger, which order, decree or ruling is final and nonappealable;

            (d)  by  either   Randers/Killam   (upon  approval  of  the  Special
Committee)  or  Merger  Sub if the  required  approval  of the  stockholders  of
Randers/Killam  contemplated  by this Agreement  shall not have been obtained by
reason of the failure to obtain the required vote upon a vote taken at a meeting
of stockholders duly convened  therefor or at any adjournment  thereof (provided
that the right to terminate this  Agreement  under this Section 7.1(d) shall not
be available to Randers/Killam  where the failure to obtain stockholder approval
of  Randers/Killam  shall  have been  caused by the  action or failure to act of
Randers/Killam  in breach of this  Agreement  and the  right to  terminate  this
Agreement  under this Section  7.1(d) shall not be available to Merger Sub where
the failure to obtain the requisite vote by the  stockholders of  Randers/Killam
shall  have been  caused by the  failure  of Thermo  Electron  or any  direct or
indirect subsidiary of Thermo Electron (whether or not wholly-owned) to vote its
shares  of  Randers/Killam  Common  Stock  in  favor  of  the  Merger  and  this
Agreement);

            (e) by  Randers/Killam  if the Special  Committee  determines  after
consultation  with  outside  legal  counsel  that  failure  to  do so  would  be
inconsistent with the Board's or the Special Committee's  fiduciary duties under
applicable law;

            (f) by Randers/Killam (upon approval of the Special Committee), upon
a breach of any representation,  warranty,  covenant or agreement on the part of
Thermo Electron or Merger Sub set forth in this Agreement, if (i) as a result of
such breach the  conditions  set forth in Section 6.2(a) or Section 6.2(b) would
not be  satisfied  as of the time of such breach and (ii) such breach  shall not
have been cured by Thermo  Electron or Merger Sub within ten (10)  business days
following  receipt by Thermo  Electron  of written  notice of such  breach  from
Randers/Killam; or

            (g) by Merger Sub,  upon a breach of any  representation,  warranty,
covenant or agreement on the part of Randers/Killam set forth in this Agreement,
if (i) as a result of such breach the  conditions set forth in Section 6.3(a) or
Section  6.3(b)  would not be  satisfied  as of the time of such breach and (ii)
such breach shall not have been cured by Randers/Killam within ten (10) business
days following  receipt by  Randers/Killam of written notice of such breach from
Merger Sub.

      7.2. Notice of Termination; Effect of Termination. Any termination of this
Agreement  under  Section  7.1  above  will be  effective  immediately  upon the
delivery of written notice by the terminating  party to the other parties hereto
(or,  in the case of a  termination  pursuant to Section  7.1(f) or 7.1(g),  the
expiration of the ten business day period referred to therein).  In the event of
the  termination  of this  Agreement as provided in Section 7.1, this  Agreement
shall be of no further  force or  effect,  except  that (i) the  confidentiality
obligations  of each party hereto  contained  in Section  5.3,  the  obligations
contained in Section 5.10, and the provisions of Sections 7.2, 7.3 and 8.1 shall
survive any such  termination  and (ii) nothing  herein shall  relieve any party
from liability for any willful and material breach of this Agreement.


                                       20
<PAGE>


      7.3. Fees and Expenses.  All fees and expenses incurred in connection with
this  Agreement and the  transactions  contemplated  hereby shall be paid by the
party incurring such expenses, whether or not the Merger is consummated.

      7.4.  Amendment.  Subject to applicable law, this Agreement may be amended
by the  parties  hereto at any time by  execution  of an  instrument  in writing
signed  on  behalf  of each  of the  parties  hereto;  provided,  however,  that
Randers/Killam  may not amend this Agreement without the approval of the Special
Committee.

      7.5. Extension;  Waiver. At any time prior to the Effective Time any party
hereto  may,  to the  extent  legally  allowed,  (i)  extend  the  time  for the
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any inaccuracies in the  representations  and warranties made to such
party contained  herein or in any document  delivered  pursuant hereto and (iii)
waive  compliance  with any of the  agreements or conditions  for the benefit of
such party contained herein; provided, however, that Randers/Killam may not take
any such actions without the approval of the Special Committee. Any agreement on
the part of a party  hereto to any such  extension or waiver shall be valid only
if set forth in an instrument in writing signed on behalf of such party.


                                  ARTICLE VIII
                               GENERAL PROVISIONS

      8.1.  Non-Survival of Representations and Warranties.  The representations
and warranties of  Randers/Killam,  Thermo  Electron and Merger Sub contained in
this  Agreement  shall  terminate at the Effective  Time, and only the covenants
that by their terms,  or as the context  requires,  survive the  Effective  Time
shall survive the Effective Time.

      8.2. Notices. All notices and other  communications  hereunder shall be in
writing  and shall be deemed  given if  delivered  personally  or by  commercial
delivery service, or sent via telecopy (receipt confirmed) to the parties at the
following  addresses or telecopy  numbers (or at such other  address or telecopy
numbers for a party as shall be specified by like notice):

            (a)   if to Thermo Electron or Merger Sub, to:

            Thermo Electron Corporation
            81 Wyman Street
            Waltham, MA 02454
            Attention:   President
            Telephone:   (781) 622-1000
            Facsimile:   (781) 622-1283


                                       21
<PAGE>


            with a copy (which shall not constitute notice to Thermo Electron or
            Merger Sub) to:

            Thermo Electron Corporation
            81 Wyman Street
            Waltham, MA  02454
            Attention:  General Counsel
            Telephone:  (781) 622-1000
            Facsimile:  (781) 622-1283

            (b)   if to Randers/Killam, to:

            The Randers Killam Group Inc.
            27 Bleeker Street
            Millburn, NJ 07041
            Attention:  President
            Telephone:  (973) 912-2505
            Facsimile:  (973) 912-2595

            with  a  copy  (which   shall  not   constitute   notice  to
            Randers/Killam) to:

            Choate, Hall & Stewart
            Exchange Place
            53 State Street
            Boston, MA 02109
            Attention: William P. Gelnaw, Jr., Esq.
            Telephone: (617) 248-5000
            Facsimile: (617) 248-4000

      8.3.  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and  delivered  to the other  party,  it being  understood  that all
parties need not sign the same counterpart.

      8.4.  Entire  Agreement.  This Agreement and the documents and instruments
and other  agreements among the parties hereto as contemplated by or referred to
herein (a) constitute the entire agreement among the parties with respect to the
subject  matter hereof and supersede all prior  agreements  and  understandings,
both  written and oral,  among the parties  with  respect to the subject  matter
hereof,  with the  exception of the  agreements  relating to the  Randers/Killam
Stock Option Plans, the Deferred  Compensation Plan, and any agreements relating
to  indemnification  of members of the Board; and (b) are not intended to confer
upon any other person any rights or remedies  hereunder,  except as set forth or
otherwise  contemplated  herein.  Notwithstanding  the  foregoing,  Section 5.10
hereof is  intended to be for the  benefit  of, and may be  enforced  by,  those
individuals  who,  as of the date hereof and at any time from the date hereof to
the Effective Time, were directors or officers of Randers/Killam.


                                       22
<PAGE>


      8.5.  Severability.  In the event that any provision of this  Agreement or
the  application  thereof,  becomes  or is  declared  by a  court  of  competent
jurisdiction  to be  illegal,  void  or  unenforceable,  the  remainder  of this
Agreement  will  continue in full force and effect and the  application  of such
provision to other persons or circumstances will be interpreted so as reasonably
to effect the intent of the parties hereto. The parties further agree to replace
such  void or  unenforceable  provision  of  this  Agreement  with a  valid  and
enforceable  provision that will achieve, to the extent possible,  the economic,
business and other purposes of such void or unenforceable provision.

      8.6. Other Remedies;  Specific  Performance.  Except as otherwise provided
herein,  any and all remedies  herein  expressly  conferred upon a party will be
deemed  cumulative with and not exclusive of any other remedy conferred  hereby,
or by law or equity  upon such  party,  and the  exercise  by a party of any one
remedy will not preclude the exercise of any other  remedy.  The parties  hereto
agree  that  irreparable  damage  would  occur  in  the  event  that  any of the
provisions  of this  Agreement  were not  performed  in  accordance  with  their
specific terms or were  otherwise  breached.  It is accordingly  agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce  specifically  the terms and provisions  hereof in
any court of the United States or any state having  jurisdiction,  this being in
addition to any other remedy to which they are entitled at law or in equity.

      8.7.  Governing Law. This Agreement  shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts, regardless of the
laws that might otherwise govern under applicable principles of conflicts of law
thereof, except to the extent that the DGCL applies.

      8.8.  Assignment.  No party may assign either this Agreement or any of its
rights,  interests,  or obligations hereunder without the prior written approval
of the other parties.

      8.9 Headings.  The headings  contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.




                                       23
<PAGE>






      IN WITNESS WHEREOF,  Thermo Electron,  Merger Sub and Randers/Killam  have
caused  this  Agreement  to be signed by  themselves  or their  duly  authorized
respective officers, all as of the date first written above.


                                   THERMO ELECTRON CORPORATION



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

                                   RK ACQUISITION CORPORATION



                                   By:  /s/ Theo Melas-Kyriazi
                                        -----------------------------
                                   Name:    Theo Melas-Kyriazi
                                   Title:   President


                                   THE RANDERS KILLAM GROUP INC.



                                   By:  /s/ Kenneth J. Apicerno
                                        -----------------------------
                                   Name:    Kenneth J. Apicerno
                                   Title:   Treasurer



                                       24
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 93918}]
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                                 Date of Report
                      (Date of earliest event reported):

                                October 19, 1999

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

                          THE RANDERS KILLAM GROUP INC.
             (Exact name of Registrant as specified in its charter)

Delaware                       0-18095                    38-2788025
(State or other               (Commission              (I.R.S. Employer
jurisdiction of                File Number)            Identification Number)
incorporation or
organization)

27 Bleeker Street
Millburn, New Jersey                                        07041
(Address of principal executive offices)                  (Zip Code)

                                (973) 912-2505
                         (Registrant's telephone number
                              including area code)
This Form 8-K contains forward-looking  statements that involve a number of
risks and  uncertainties.  Important  factors that could cause actual results to
differ  materially from those indicated by such  forward-looking  statements are
set forth under the heading  "Forward-looking  Statements"  in Exhibit 13 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended April 3, 1999.
These  include  risks  and   uncertainties   relating  to:   dependence  of  the
Registrant's  business  on sales to  government  entities,  effects  of  intense
competition,   dependence  of  the   Registrant's   business  on   environmental
regulation,   potential   environmental  and  regulatory  liability,   potential
professional  liability,  the effect of seasonal  influences on the Registrant's
performance,   the  Registrant's   acquisition  strategy,  the  cash  management
arrangement  with Thermo Electron  Corporation,  and the potential impact of the
year 2000 on processing date-sensitive information.

Item 5.     Other Events

     On October 20, 1999, the Registrant  issued a press release stating that it
has entered  into a  definitive  agreement  and plan of merger with its ultimate
parent corporation, Thermo Electron Corporation ("Thermo Electron"), under which
Thermo  Electron would acquire all of the outstanding  common stock,  $.0001 par
value per share (the "Common Stock"), held by the stockholders of the Registrant
other  than  Thermo  Electron  and its  affiliates.  The  Registrant's  board of
directors approved the merger agreement based on a recommendation of its special
committee, which was charged with representing the interests of the Registrant's
public stockholders.

      Under the terms of the merger agreement, each issued and outstanding share
of Common Stock not already owned by Thermo  Electron or Thermo  TerraTech Inc.,
the  Registrant's  direct  parent  corporation  ("Thermo  TerraTech"),  would be
converted  into the right to receive $4.50 in cash.  Following  the merger,  the
shares of Common Stock would cease to be publicly traded.

     The Registrant  expects that the necessary  filings with the Securities and
Exchange  Commission (the "SEC") will be made shortly,  and that proxy materials
for a special meeting will be mailed to stockholders of the Registrant  promptly
after  completion of SEC review.  A copy of the merger  agreement is filed as an
exhibit  hereto.  Thermo  Electron  and Thermo  TerraTech,  which  together  own
approximately  96% of the Common  Stock,  intend to vote all of their  shares of
Common  Stock in favor of  approval  of the  merger  agreement  and,  therefore,
stockholder approval is assured. The transaction is expected to close during the
first  calendar  quarter  of  2000.

Item 7.  Financial  Statements,  Pro  Forma Financial Information and Exhibits

      (a)   Financial Statements of Business Acquired: not
            applicable.

      (b)   Pro Forma Financial Information: not applicable.

      (c)   Exhibits:

            2.1   Agreement  and Plan of Merger  dated as of October 19, 1999 by
                  and  among  Thermo   Electron   Corporation,   RK  Acquisition
                  Corporation and The Randers Killam Group Inc.
SIGNATURE

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized, on this 21st day of October, 1999.

                                   THE RANDERS KILLAM GROUP INC.

                                   By:  /s/ Theo Melas-Kyriazi
                                        -------------------------------
                                        Theo Melas-Kyriazi
                                        Chief Financial Officer
Exhibit 2.1

                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                           THERMO ELECTRON CORPORATION

                           RK ACQUISITION CORPORATION

                                       AND

                          THE RANDERS KILLAM GROUP INC.

                          DATED AS OF OCTOBER 19, 1999
TABLE OF CONTENTS

                                                                            Page
     ARTICLE I THE MERGER......................................................2

     1.1. The Merger...........................................................2

     1.2. Effective Time; Closing..............................................2

     1.3. Effect of the Merger.................................................2

     1.4. Certificate of Incorporation; Bylaws.................................3

     1.5. Directors and Officers...............................................3

     1.6. Effect on Capital Stock..............................................3

     1.7. Surrender of Certificates............................................4

     1.8. No Further Ownership Rights in Randers/Killam Common Stock...........5

     1.9. Lost, Stolen or Destroyed Certificates...............................5

     1.10.Closing of Transfer Books............................................5

     1.11.Dissenting Shares....................................................6

     1.12.Taking of Necessary Action; Further Action...........................6

     ARTICLE II REPRESENTATIONS AND WARRANTIES OF RANDERS/KILLAM...............6

     2.1. Organization of Randers/Killam.......................................6

     2.2. Randers/Killam Capital Structure.....................................7

     2.3. Authority............................................................7

     2.4. Board Approval.......................................................8

     2.5. Fairness Opinion.....................................................8

     2.6. Schedule 13E-3; Proxy Statement......................................8

     ARTICLE III REPRESENTATIONS AND WARRANTIES OF THERMO ELECTRON AND
     MERGER SUB................................................................8

     3.1  Organization.........................................................8

     3.2. Authority............................................................9

     3.3. Merger Sub..........................................................10

     3.4. Information Provided to Investment Bankers..........................10

     3.5. Compliance with Agreements..........................................10

     3.6. Schedule 13E-3; Proxy Statement.....................................10

     3.7. Financial Resources.................................................11

     ARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME...........................11

     4.1. Conduct of Business by Randers/Killam...............................11

     4.2. Conduct of Business by Thermo Electron..............................11

                                      -i-
ARTICLE V ADDITIONAL AGREEMENTS..........................................12

     5.1. Schedule 13E-3; Proxy Statement; Other Filings......................12

     5.2. Meeting of Randers/Killam Stockholders..............................13

     5.3. Access to Information...............................................13

     5.4. Public Disclosure...................................................14

     5.5. Legal Requirements..................................................14

     5.6. Notification of Certain Matters.....................................14

     5.7. Best Efforts and Further Assurances.................................15

     5.8. Stock Option Plans; Reservation of Shares...........................15

     5.9. Thermo Electron Form S-8............................................15

     5.10.Indemnification; Insurance..........................................16

     5.11.Deferred Compensation Plan..........................................18

     5.12.Compliance by Merger Sub............................................18

     5.13.NYSE Listing........................................................18

     ARTICLE VI CONDITIONS TO THE MERGER......................................18

     6.1. Conditions to Obligations of Each Party to Effect the Merger........18

     6.2. Additional Conditions to the Obligations of Randers/Killam..........18

     6.3. Additional Conditions to the Obligations of Thermo Electron and
          Merger Sub..........................................................19

     ARTICLE VII TERMINATION, AMENDMENT AND WAIVER............................20

     7.1. Termination.........................................................20

     7.2. Notice of Termination; Effect of Termination........................21

     7.3. Fees and Expenses...................................................21

     7.4. Amendment...........................................................21

     7.5. Extension; Waiver...................................................21

                                      -ii-
ARTICLE VIII GENERAL PROVISIONS..........................................22

     8.1. Non-Survival of Representations and Warranties......................22

     8.2. Notices.............................................................22

     8.3. Counterparts........................................................23

     8.4. Entire Agreement....................................................23

     8.5. Severability........................................................23

     8.6. Other Remedies; Specific Performance................................23

     8.7. Governing Law.......................................................24

     8.8. Assignment..........................................................24

     8.9. Headings............................................................24

                                     -iii-
AGREEMENT AND PLAN OF MERGER

      This  AGREEMENT AND PLAN OF MERGER (the  "Agreement")  dated as of October
19, 1999 is by and among Thermo  Electron  Corporation,  a Delaware  corporation
("Thermo Electron"),  RK Acquisition  Corporation,  a Delaware corporation and a
wholly-owned  subsidiary of TT Acquisition  Corporation,  a Delaware corporation
and wholly-owned  subsidiary of Thermo Electron  ("Merger Sub"), and The Randers
Killam Group Inc., a Delaware corporation ("Randers/Killam").

                                    RECITALS

      A. Thermo Electron and its  majority-owned  subsidiary,  Thermo  TerraTech
Inc.  ("TerraTech"),   own  approximately  1%  and  95%,  respectively,  of  the
outstanding   shares  of  common   stock,   par  value  $.0001  per  share,   of
Randers/Killam (the "Randers/Killam  Common Stock"), and Thermo Electron desires
to acquire all of the outstanding shares of Randers/Killam Common
Stock not owned by Thermo Electron or TerraTech.

      B.  Thermo  Electron  has formed the Merger Sub as a  subsidiary  with the
intent  of  causing  it to  merge  with  Randers/Killam,  as  described  in this
Agreement.

      C. Upon the terms and subject to the  conditions of this  Agreement and in
accordance  with the  Delaware  General  Corporation  Law (the  "DGCL"),  Thermo
Electron and Randers/Killam will enter into a business  combination  transaction
pursuant  to which  Merger  Sub will  merge  with and into  Randers/Killam  (the
"Merger").

      D. The Board of Directors of Thermo  Electron (i) has determined  that the
Merger is consistent with and in furtherance of the long-term  business strategy
of Thermo  Electron,  and (ii) has approved this  Agreement,  the Merger and the
other transactions contemplated by this Agreement.

      E. The Board of Directors of  Randers/Killam,  on the  recommendation of a
special  committee  of  the  Board  of  Directors  (the  "Special   Committee"),
consisting of a director of Randers/Killam  who is not an officer or director of
Thermo Electron or TerraTech or an officer of Randers/Killam, (i) has determined
that this Agreement, including the Cash Merger Consideration (as defined below),
and the  transactions  contemplated by this  Agreement,  are fair to, and in the
best  interests  of, the  stockholders  of  Randers/Killam  (other  than  Thermo
Electron and TerraTech), (ii) has approved and declared the advisability of this
Agreement, the Merger and the other transactions  contemplated by this Agreement
and (iii) has resolved to recommend the approval and adoption of this  Agreement
by the stockholders of Randers/Killam.

      F. Adams, Harkness & Hill ("AH&H") has delivered to the Special Committee,
for its  consideration,  and for delivery to the stockholders of Randers/Killam,
its written opinion that, subject to the various assumptions and limitations set
forth therein,  as of the date of such opinion the  consideration to be received
by the stockholders of Randers/Killam (other than TerraTech and Thermo Electron)
is fair to such stockholders from a financial point of view.

                                       1
G. Thermo Electron,  Randers/Killam  and Merger Sub desire to make certain
representations  and  warranties  and other  agreements in  connection  with the
Merger.

      NOW,   THEREFORE,   in  consideration  of  the  covenants,   promises  and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,  the parties agree
as follows:

                                    ARTICLE I
                                   THE MERGER

      1.1.  The Merger.  At the  Effective  Time (as defined in Section 1.2) and
subject  to and  upon  the  terms  and  conditions  of  this  Agreement  and the
applicable  provisions  of the DGCL,  Merger  Sub shall be merged  with and into
Randers/Killam,  the separate corporate  existence of Merger Sub shall cease and
Randers/Killam  shall continue as the surviving  corporation.  Randers/Killam as
the surviving  corporation after the Merger is hereinafter sometimes referred to
as the "Surviving Corporation."

      1.2. Effective Time; Closing. Subject to the provisions of this Agreement,
the Surviving  Corporation  shall cause the Merger to be consummated by filing a
Certificate of Merger (the  "Certificate of Merger") with the Secretary of State
of the State of Delaware in accordance with the relevant  provisions of the DGCL
(the time of such filing,  or such later time as may be agreed in writing by the
parties and specified in the Certificate of Merger,  being the "Effective  Time"
and the date on which the Effective Time occurs being the  "Effective  Date") as
soon as practicable on the Closing Date (as herein defined).  Unless the context
otherwise  requires,  the term "Agreement" as used herein refers collectively to
this  Agreement and the  Certificate  of Merger.  The closing of the Merger (the
"Closing")  shall take place at the  executive  offices of Thermo  Electron at a
time and date to be specified  by the parties,  which shall be no later than the
second business day after the satisfaction or waiver of the conditions set forth
in Article VI, or at such other time,  date and  location as the parties  hereto
agree in writing (the "Closing Date"). At the Closing,  (i) Randers/Killam shall
deliver to Thermo Electron the various  certificates  and  instruments  required
under  Article  VI,  (ii)  Thermo  Electron  and  Merger  Sub shall  deliver  to
Randers/Killam the various  certificates and instruments  required under Article
VI and (iii)  Randers/Killam  shall execute and file the  Certificate  of Merger
with the  Secretary of State of the State of Delaware,  in  accordance  with the
applicable provisions of the DGCL.

      1.3. Effect of the Merger. At the Effective Time, the effect of the Merger
shall be as provided in this  Agreement  and the  applicable  provisions  of the
DGCL. Without limiting the generality of the foregoing,  and subject thereto, at
the Effective Time all the property, rights,  privileges,  powers and franchises
of Randers/Killam  and Merger Sub shall vest in the Surviving  Corporation,  and
all debts,  liabilities and duties of Randers/Killam and Merger Sub shall become
the debts, liabilities and duties of the Surviving Corporation.

                                       2
1.4.  Certificate of Incorporation; Bylaws.

            (a)  Subject to the  requirements  of Section  5.10  hereof,  at the
Effective  Time, the  Certificate of  Incorporation  of Merger Sub, as in effect
immediately   prior  to  the  Effective  Time,   shall  be  the  Certificate  of
Incorporation of the Surviving  Corporation until thereafter amended as provided
by law and such Certificate of Incorporation.

            (b) Subject to the  requirements of Section 5.10 hereof,  the Bylaws
of Merger Sub, as in effect  immediately  prior to the Effective Time, shall be,
at the Effective Time, the Bylaws of the Surviving  Corporation until thereafter
amended.

      1.5. Directors and Officers.  The directors of Randers/Killam  immediately
prior to the  Effective  Time shall be the initial  directors  of the  Surviving
Corporation,  to serve until their  respective  successors  are duly  elected or
appointed and qualified. The officers of Randers/Killam immediately prior to the
Effective  Time shall be the  officers of the  Surviving  Corporation,  to serve
until their successors are duly elected or appointed or qualified.

      1.6.  Effect on Capital  Stock.  At the  Effective  Time, by virtue of the
Merger and without any action on the part of Merger Sub,  Randers/Killam  or the
holders of any of the following securities:

            (a)  Conversion  of  Randers/Killam  Common  Stock.  Subject  to the
balance of this Section 1.6,  each share of  Randers/Killam  Common Stock issued
and outstanding  immediately  prior to the Effective Time will be  automatically
converted into the right to receive Four Dollars and Fifty Cents in cash ($4.50)
(subject to  adjustment  pursuant to Section  1.6(g)  hereof,  the "Cash  Merger
Consideration")  upon surrender of the  certificate  representing  such share of
Randers/Killam  Common  Stock in the manner  provided  in Section 1.7 (or in the
case of a lost, stolen or destroyed  certificate,  upon delivery of an affidavit
(and bond,  if  required)  in the manner  provided  in Section  1.9).  As of the
Effective Time, all such shares of  Randers/Killam  Common Stock shall no longer
be outstanding and shall be  automatically  canceled and retired and shall cease
to exist,  and each  holder of a  certificate  representing  any such  shares of
Randers/Killam Common Stock shall cease to have any rights with respect thereto,
except the right to receive the Cash Merger  Consideration  as described in this
subsection 1.6(a).

            (b) Stock  Option  Plans.  All  options to  purchase  Randers/Killam
Common  Stock  outstanding  immediately  prior to the  Effective  Time under The
Randers  Group  Incorporated  1988  Stock  Option  Plan  and The  Randers  Group
Incorporated   Equity   Incentive   Plan,   each  as  amended   (together,   the
"Randers/Killam  Stock  Option  Plans"),  shall be  converted  into  options  to
purchase  shares of the  common  stock,  $1.00 par  value per  share,  of Thermo
Electron (the "Thermo Common Stock") in accordance with Section 5.8 hereof.

            (c) Capital  Stock of Merger Sub.  Each share of common  stock,  par
value $.01 per share, of Merger Sub issued and outstanding  immediately prior to
the Effective Time shall be converted into and become one validly issued,  fully
paid and non-assessable  share of common stock, par value $.01 per share, of the
Surviving Corporation.

                                       3
(d)  Treasury  Stock;  Affiliate  Stock.  Notwithstanding  any other
provision of this Agreement,  each share of  Randers/Killam  Common Stock issued
and outstanding  and owned by Thermo Electron or any wholly owned  subsidiary of
Thermo  Electron,  together  with all  treasury  shares  held by  Randers/Killam
immediately prior to the Effective Time shall cease to be outstanding, and shall
automatically  be cancelled  and retired  without  payment of any  consideration
therefor, cash or otherwise, and cease to exist.

            (e)  Adjustments  to Cash  Merger  Consideration.  The  Cash  Merger
Consideration  shall be adjusted to reflect fully the effect of any stock split,
reverse stock split,  stock dividend  (including any dividend or distribution of
securities convertible into, or exercisable or exchangeable for,  Randers/Killam
Common  Stock),  recapitalization  or  other  like  change  without  receipt  of
consideration with respect to Randers/Killam  Common Stock occurring on or after
the date hereof and prior to the Effective Time.

      1.7.  Surrender of Certificates.

            (a) Payment  Agent.  Prior to the Effective  Time,  Thermo  Electron
shall  authorize  American  Stock Transfer & Trust Company to act as the payment
agent (the "Payment Agent") in the Merger.  Immediately  following the Effective
Time,  Thermo  Electron shall deposit with the Payment  Agent,  in trust for the
benefit of the holders of certificates (the "Certificates")  representing shares
of Randers/Killam  Common Stock converted pursuant to Section 1.6(a) for payment
in accordance  with the provisions of this Article I, cash in an amount equal to
the product of the Cash Merger Consideration  multiplied by the number of shares
of  Randers/Killam  Common Stock entitled to conversion for payment  pursuant to
Section 1.6(a).

            (b) Exchange  Procedures.  As soon as practicable  after,  and in no
event more than three business days after,  the Effective Time,  Thermo Electron
shall  cause the  Payment  Agent to mail to each  holder  of  record  (as of the
Effective  Time) of a  Certificate  (i) a letter  of  transmittal  (which  shall
specify  that  delivery  shall be  effected,  and risk of loss and  title to the
Certificates  shall pass, only upon delivery of the  Certificates to the Payment
Agent and shall  otherwise  be in such form and have such  other  provisions  as
Thermo  Electron may  reasonably  specify and as are  reasonably  acceptable  to
Randers/Killam,   with  the  approval  of  the  Special   Committee)   and  (ii)
instructions  for effecting the exchange of the Certificates for the Cash Merger
Consideration.  Upon surrender of a Certificate for  cancellation to the Payment
Agent,  together  with such letter of  transmittal  duly  completed  and validly
executed  in  accordance  with the  instructions  thereto,  the  holder  of such
Certificate  shall be entitled to receive in  exchange  therefor  payment of the
Cash Merger  Consideration  multiplied by the number of shares of Randers/Killam
Common  Stock  represented  by  such  Certificate,  without  interest,  and  the
Certificate  so  surrendered  shall  forthwith be  cancelled.  In the event of a
transfer of  ownership  of shares of  Randers/Killam  Common  Stock which is not
registered in the transfer records of  Randers/Killam  as of the Effective Time,
the Cash Merger Consideration may be paid in accordance with this Article I to a
transferee if the Certificate evidencing such shares is presented to the Payment
Agent,  accompanied by all documents required by law to evidence and effect such
transfer  pursuant  to this  Section.  Until so  surrendered,  each  outstanding
Certificate  will be deemed from and after the Effective Time, for all corporate
purposes,  to  evidence  only the right to receive  payment  of the Cash  Merger
Consideration for each share of Randers/Killam  Common Stock represented on such
Certificate.

                                       4
(c)  Transfers  of   Ownership.   If  payment  of  the  Cash  Merger
Consideration  is to be made to any  person  other than the person in whose name
the  Certificate  surrendered in exchange  therefor is registered,  it will be a
condition of such payment that the  Certificate so surrendered  will be properly
endorsed  and  otherwise  in  proper  form for  transfer  and  that  the  person
requesting  such  payment  will  have  paid  to  Thermo  Electron  or any  agent
designated by it any transfer or other taxes  required by reason of payment to a
person  other than the  registered  holder of the  Certificate  surrendered,  or
established to the satisfaction of Thermo Electron or any agent designated by it
that such tax has been paid or is not payable.

            (d) No Liability.  Notwithstanding  anything to the contrary in this
Section  1.7,  neither  the  Payment  Agent,  Thermo  Electron,   the  Surviving
Corporation  nor any  party  hereto  shall be  liable  to a holder  of shares of
Randers/Killam  Common Stock for any amount  properly paid to a public  official
pursuant to any applicable abandoned property, escheat or similar law.

            (e)  Responsibility;  Term.  During the term of its engagement,  the
Payment Agent shall make the payments  referred to in Section  1.6(a) out of the
funds  supplied  by Thermo  Electron.  Promptly  following  the date that is six
months after the Effective Date, the Payment Agent shall, upon request by Thermo
Electron,  deliver to Thermo Electron all cash, Certificates and other documents
in its possession relating to the transactions described in this Agreement,  and
the  Payment  Agent's  duties  shall  terminate.  Thereafter,  each  holder of a
Certificate  formerly  representing  shares of  Randers/Killam  Common Stock may
surrender  such  Certificate  to Thermo  Electron  and  (subject  to  applicable
abandoned  property,  escheat and similar laws) receive in exchange therefor the
Cash Merger  Consideration  multiplied by the number of shares of Randers/Killam
Common Stock represented by such Certificate, without any interest thereon.

      1.8. No Further  Ownership  Rights in  Randers/Killam  Common  Stock.  All
amounts  paid upon the  surrender  of shares of  Randers/Killam  Common Stock in
accordance  with the  terms  hereof  shall be  deemed  to have been paid in full
satisfaction of all rights  pertaining to such shares of  Randers/Killam  Common
Stock.

      1.9. Lost, Stolen or Destroyed Certificates. In the event any Certificates
shall have been lost,  stolen or  destroyed,  the  Payment  Agent  shall pay the
aggregate Cash Merger Consideration in respect of such lost, stolen or destroyed
Certificates,  upon  the  making  of an  affidavit  of that  fact by the  holder
thereof;  provided,  however,  that,  as a  condition  precedent  to the payment
thereof, the owner of such lost, stolen or destroyed  Certificates shall deliver
a bond in such sum as Thermo Electron or the Payment Agent may reasonably direct
as indemnity  against any claim that may be made against Thermo  Electron or the
Payment Agent with respect to the Certificates alleged to have been lost, stolen
or destroyed, unless Thermo Electron waives such requirement in writing.

      1.10. Closing of Transfer Books. At the Effective Time, the stock transfer
books of Randers/Killam shall be closed and no transfer of Randers/Killam Common
Stock shall  thereafter be made. If, after the Effective Time,  Certificates are
presented to Thermo Electron, they shall be canceled and exchanged for rights to
receive the applicable Cash Merger Consideration as provided in this Article I.

                                       5
1.11.  Dissenting  Shares.  Notwithstanding  any other  provision  of this
Agreement,   shares  of   Randers/Killam   Common  Stock  that  are  outstanding
immediately  prior to the Effective Time and which are held by stockholders  (i)
who have not voted in favor of or consented  to the Merger,  (ii) who shall have
demanded  properly in writing  appraisal of such shares in accordance  with DGCL
Section  262 and (iii) who shall not have  withdrawn  such  demand or  otherwise
forfeited appraisal rights (collectively,  the "Dissenting Shares") shall not be
converted into or represent the right to receive the Cash Merger  Consideration.
Such  stockholders  shall, as of the Effective Time,  cease to retain any rights
with respect to the Randers/Killam Common Stock, except as provided in the DGCL,
including the right to receive payment of the appraised value of the shares held
by them in  accordance  with the  provisions  of Section 262,  provided that all
Dissenting  Shares held by stockholders  (i) who shall have failed to perfect or
lost their rights to  appraisal  of such shares  under  Section 262, or (ii) who
have  withdrawn  their demand for  appraisal  within 60 days after the Effective
Date and accept the terms  offered  upon the Merger in  accordance  with Section
262(e),  shall  thereupon be, or be deemed to have been,  converted  into and to
have become  exchangeable,  as of the Effective  Time, for the right to receive,
without any interest thereon, the Cash Merger Consideration,  upon surrender, in
the manner provided in Section 1.7, of the Certificates that formerly  evidenced
such shares without the prior consent of Thermo Electron.

      1.12.  Taking of Necessary Action;  Further Action.  If, at any time after
the Effective  Time,  any further  action is necessary or desirable to carry out
the purposes of this Agreement and to vest the Surviving  Corporation  with full
right, title and possession to all assets, property, rights, privileges,  powers
and franchises of  Randers/Killam  and Merger Sub, the officers and directors of
the Surviving Corporation are fully authorized in the name of Randers/Killam and
Merger Sub or otherwise to take,  and will take,  all such lawful and  necessary
action, so long as such action is consistent with this Agreement.

                                   ARTICLE II
                REPRESENTATIONS AND WARRANTIES OF RANDERS/KILLAM

      Randers/Killam  represents and warrants to Thermo  Electron and Merger Sub
as follows:

      2.1.  Organization  of  Randers/Killam.  Randers/Killam  and  each  of its
subsidiaries  is a  corporation  or other legal entity duly  organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
incorporation or organization,  has the corporate or similar power to own, lease
and operate its property and to carry on its business as now being conducted and
as proposed by  Randers/Killam  to be  conducted,  and is duly  qualified  to do
business and in good standing as a foreign  corporation or other legal entity in
each  jurisdiction in which the failure to be so qualified would have a Material
Adverse Effect on Randers/Killam.  In this Agreement, the term "Material Adverse
Effect" used in reference to Randers/Killam  means any event,  change or effect,
that is or is reasonably  likely to be,  individually  or in the aggregate  with
other events, changes or effects, materially adverse to the financial condition,
assets, liabilities, results of operations or business of Randers/Killam and its
subsidiaries, taken as a whole.

                                       6
2.2.  Randers/Killam  Capital  Structure.  The authorized capital stock of
Randers/Killam  consists of 30,000,000  shares of Common Stock, par value $.0001
per share,  of which there were  25,434,719  shares issued and outstanding as of
October  2,  1999,  and no  shares  in  treasury  as of  October  2,  1999.  All
outstanding shares of Randers/Killam  Common Stock are duly authorized,  validly
issued,  fully paid and  non-assessable and are not subject to preemptive rights
created by statute, the Certificate of Incorporation or Bylaws of Randers/Killam
or any agreement or document to which  Randers/Killam  is a party or by which it
is  bound.  As  of  October  2,  1999,  an  aggregate  of  2,097,175  shares  of
Randers/Killam  Common Stock,  net of  exercises,  were reserved for issuance to
employees, consultants and non-employee directors pursuant to the Randers/Killam
Stock Option  Plans,  under which options were  outstanding  for an aggregate of
1,272,175  shares as of such date.  All shares of  Randers/Killam  Common  Stock
subject to  issuance as  aforesaid,  upon  issuance on the terms and  conditions
specified in the instruments pursuant to which they are issuable,  would be duly
authorized, validly issued, fully paid and non-assessable.

      2.3.  Authority.

            (a) Randers/Killam  has all requisite  corporate power and authority
to enter into this  Agreement and to consummate  the  transactions  contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions  contemplated  hereby have been duly  authorized  by all  necessary
corporate action on the part of Randers/Killam,  subject only to the adoption of
this Agreement by Randers/Killam's  stockholders and the filing and recording of
the Certificate of Merger pursuant to the DGCL. Under the DGCL, Randers/Killam's
stockholders  may adopt this  Agreement  by vote of the holders of a majority of
the outstanding  shares of Randers/Killam  Common Stock. This Agreement has been
duly   executed  and   delivered  by   Randers/Killam,   and  assuming  the  due
authorization,  execution  and  delivery  by Thermo  Electron  and  Merger  Sub,
constitutes the valid and binding obligation of  Randers/Killam,  enforceable in
accordance  with its terms.  The  execution  and  delivery of this  Agreement by
Randers/Killam  do not, and the performance of this Agreement by  Randers/Killam
will not, (i)  conflict  with or violate the  Certificate  of  Incorporation  or
Bylaws  of   Randers/Killam  or  (ii)  subject  to  obtaining  the  adoption  by
Randers/Killam's  stockholders  of this Agreement as contemplated in Section 5.2
and compliance with the requirements set forth in Section 2.3(b) below, conflict
with or violate any law, rule, regulation,  order, judgment or decree applicable
to Randers/Killam  or any of its material  subsidiaries or by which its or their
respective  properties is bound,  except,  with respect to clause (ii),  for any
such conflicts,  violations, defaults or other occurrences that would not have a
Material Adverse Effect on Randers/Killam or the Surviving Corporation.

            (b)  No   consent,   approval,   order  or   authorization   of,  or
registration,  declaration  or filing with any court,  administrative  agency or
commission  or  other   governmental   or   regulatory   body  or  authority  or
instrumentality  ("Governmental  Entity")  is  required  by or with  respect  to
Randers/Killam  in connection  with the execution and delivery of this Agreement
or the consummation of the transactions  contemplated hereby, except for (i) the
filing of the  Certificate  of Merger with the  Secretary  of State of Delaware,
(ii) the filing of the Proxy  Statement  and the  Schedule  13E-3 (as defined in
Section  2.6)  with the U.S.  Securities  and  Exchange  Commission  ("SEC")  in
accordance  with the Securities  Exchange Act of 1934, as amended (the "Exchange
Act")  and  (iii)  such  other  consents,  approvals,  orders,   authorizations,
registrations,  declarations  and  filings as may be required  under  applicable
federal and state securities laws.

                                       7
2.4.  Board  Approval.  The Board of  Directors  of  Randers/Killam,  upon
recommendation of the Special Committee that this Agreement,  including the Cash
Merger Consideration, is fair to, and in the best interests of, the stockholders
of  Randers/Killam  (other than Thermo Electron and  TerraTech),  has, as of the
date of this  Agreement,  unanimously  (i) adopted a resolution  approving  this
Agreement and declaring its  advisability,  (ii)  determined  that the Merger is
fair to, and in the best interests of, Randers/Killam and its stockholders,  and
(iii)  determined to recommend that the stockholders of  Randers/Killam  approve
this Agreement.

      2.5. Fairness Opinion.  The Special Committee has received an opinion from
AH&H dated  October  18, 1999 that,  as of such date,  the  consideration  to be
received  by  Randers/Killam's  stockholders  in  the  Merger  is  fair,  from a
financial  point of view,  to  Randers/Killam's  stockholders  other than Thermo
Electron and TerraTech.

      2.6  Schedule  13E-3;  Proxy  Statement.   The  information   supplied  by
Randers/Killam for inclusion in the Rule 13e-3 Transaction Statement on Schedule
13E-3 (such Schedule,  as amended or supplemented,  is referred to herein as the
"Schedule  13E-3")  (including any information  incorporated by reference in the
Schedule 13E-3 from other filings made by Randers/Killam with the SEC) or (other
than with respect to the  information  supplied by Thermo Electron and/or Merger
Sub) the proxy  statement to be sent to the  stockholders of  Randers/Killam  in
connection  with the meeting of  Randers/Killam's  stockholders  to consider the
adoption of this  Agreement  and  approval  of the Merger  (the  "Randers/Killam
Stockholders'  Meeting") (such proxy statement,  as amended or supplemented,  is
referred  to herein as the "Proxy  Statement")  shall not, on the date the Proxy
Statement is first  mailed to  stockholders,  at the time of the  Randers/Killam
Stockholders'  Meeting or at the Effective Time, contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which they are made,  not false or  misleading.  The Proxy
Statement will comply (other than with respect to information relating to Thermo
Electron  and/or  Merger  Sub) as to  form in all  material  respects  with  the
provisions of the Exchange Act and the rules and regulations thereunder.

                                   ARTICLE III
       REPRESENTATIONS AND WARRANTIES OF THERMO ELECTRON AND MERGER SUB

      Thermo  Electron  and Merger Sub,  jointly and  severally,  represent  and
warrant to Randers/Killam as follows:

      3.1.  Organization.  Thermo  Electron  is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and Merger Sub is a corporation  duly  organized,  validly  existing and in good
standing under the laws of the State of Delaware,  each has the corporate  power
to own, lease and operate its property and to carry on its business as now being
conducted and as proposed to be conducted,  and is duly qualified to do business
and in good standing as a foreign  corporation in each jurisdiction in which the
failure  to be so  qualified  would  have a  Material  Adverse  Effect on Thermo

                                       8
Electron.  In  this  Agreement,  the  term  "Material  Adverse  Effect"  used in
reference to Thermo  Electron means any event,  change or effect,  that is or is
reasonably  likely to be,  individually  or in the aggregate  with other events,
changes or  effects,  materially  adverse to the  financial  condition,  assets,
liabilities,  results of  operations  or  business  of Thermo  Electron  and its
subsidiaries, taken as a whole.

      3.2.  Authority.
            (a)  Each of  Thermo  Electron  and  Merger  Sub  has all  requisite
corporate power and authority to enter into this Agreement and to consummate the
transactions  contemplated  hereby. The execution and delivery of this Agreement
and the  consummation  of the  transactions  contemplated  hereby have been duly
authorized by all necessary  corporate action on the part of Thermo Electron and
Merger Sub,  subject  only to the filing and  recording  of the  Certificate  of
Merger pursuant to the DGCL. This Agreement has been duly executed and delivered
by each of Thermo Electron and Merger Sub and,  assuming the due  authorization,
execution  and delivery of this  Agreement  by  Randers/Killam,  this  Agreement
constitutes  the valid and binding  obligation  of each of Thermo  Electron  and
Merger Sub, enforceable in accordance with its terms. The execution and delivery
of this  Agreement  by each of Thermo  Electron  and Merger Sub do not,  and the
performance  of this  Agreement  by each of Thermo  Electron and Merger Sub will
not, (i) conflict with or violate the Certificate of  Incorporation or Bylaws of
Thermo Electron or the Certificate of  Incorporation  or Bylaws of Merger Sub or
of any material  subsidiary,  direct or indirect,  of Thermo  Electron  (each, a
"Material Thermo Subsidiary"),  (ii) subject to compliance with the requirements
set forth in Section  3.2(b)  below,  conflict  with or violate  any law,  rule,
regulation,  order,  judgment  or decree  applicable  to Thermo  Electron or any
Material Thermo Subsidiaries (including Merger Sub, but excluding Randers/Killam
and its wholly owned  subsidiaries)  or by which its or any of their  respective
properties is bound or affected,  or (iii) result in any breach of or constitute
a default (or an event that with notice or lapse of time or both would  become a
default)  under,  or impair  Thermo  Electron's  rights  or alter the  rights or
obligations  of any  third  party  under,  or  give  to  others  any  rights  of
termination,  amendment,  acceleration  or  cancellation  of,  or  result in the
creation of a lien or  encumbrance  on any of the properties or assets of Thermo
Electron  or  any  Material  Thermo  Subsidiaries  (including  Merger  Sub,  but
excluding  Randers/Killam  and its wholly owned  subsidiaries)  pursuant to, any
note, bond, mortgage,  indenture,  contract,  agreement, lease, license, permit,
franchise or other  instrument  or  obligation  to which Thermo  Electron or any
Material Thermo Subsidiaries (including Merger Sub, but excluding Randers/Killam
and its wholly owned subsidiaries) is a party or by which Thermo Electron or any
Material Thermo Subsidiaries (including Merger Sub, but excluding Randers/Killam
and its wholly owned subsidiaries) or its or any of their respective  properties
are bound or affected,  except,  with respect to clauses (ii) and (iii), for any
such conflicts,  violations, defaults or other occurrences that would not have a
Material Adverse Effect on Thermo Electron.

            (b) All  shares of Thermo  Common  Stock  which  will be  subject to
issuance pursuant to the  Randers/Killam  Stock Option Plans, each as assumed by
Thermo  Electron  pursuant  to  this  Agreement  will,  upon  issuance,  be duly
authorized,  validly  issued,  fully paid and  nonassessable  and not subject to
preemptive rights created by statute, the Certificate of Incorporation or Bylaws
of Thermo  Electron or any other  agreement or document to which Thermo Electron
is a party or by which it is bound.

                                       9
(c)  No   consent,   approval,   order  or   authorization   of,  or
registration,  declaration or filing with any Governmental Entity is required by
or with  respect  to  Thermo  Electron  or  Merger  Sub in  connection  with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby, except for (i) the filing of the Certificate of Merger with
the Secretary of State of Delaware,  (ii) the filing of the Schedule  13E-3 with
the SEC in  accordance  with the Exchange  Act,  and (iii) such other  consents,
approvals, orders,  authorizations,  registrations,  declarations and filings as
may be required under applicable federal and state securities laws.

      3.3 Merger Sub.  Since the date of its  incorporation,  Merger Sub has not
engaged in any activities  other than in connection  with or as  contemplated by
this Agreement.

      3.4 Information Provided to Investment Bankers. To the knowledge of Thermo
Electron, the information provided by Thermo Electron and Randers/Killam to AH&H
in connection with the Merger does not contain any untrue  statement of material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements  therein,  in light of the circumstances under which they
were  made,  not  misleading.  For  purposes  of  the  foregoing  sentence,  any
projections or  forward-looking  statements shall not be deemed to be statements
of material  facts;  however,  the  projections  were prepared in good faith and
based on  assumptions  that were  reasonable at the time such  projections  were
prepared,  given the information known by management at such time.  Furthermore,
it is recognized  that such  projections and  forward-looking  statements do not
constitute  any  warranty  as to the future  performance  of Thermo  Electron or
Randers/Killam and that actual results may vary from projected results.

      3.5 Compliance  with  Agreements.  The treatment  provided for herein with
respect to outstanding options under the Randers/Killam Stock Option Plans is in
compliance  with  the  applicable  agreements  and  instruments  governing  such
securities.  No consent  or  approval  of the  holders  of such  instruments  is
required in connection with the transactions contemplated by this Agreement.

      3.6 Schedule 13E-3;  Proxy Statement.  The information  supplied by Thermo
Electron  for  inclusion  in  the  Schedule  13E-3  (including  any  information
incorporated  by  reference  in the  Schedule  13E-3 from other  filings made by
Thermo  Electron  with the SEC) or (other than with  respect to the  information
supplied by Randers/Killam) the Proxy Statement shall not, on the date the Proxy
Statement is first  mailed to  stockholders,  at the time of the  Randers/Killam
Stockholders'  Meeting or at the Effective Time, contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which they are made,  not false or  misleading.  The Proxy
Statement will comply (with respect to information  relating to Thermo Electron)
as to form in all material  respects with the provisions of the Exchange Act and
the rules and regulations thereunder.

       3.7. Financial Resources.  Thermo Electron has the financial resources to
consummate  the  transactions  contemplated  by  this  Agreement  and to pay the
consideration in the Merger provided for in Section 1.6(a).

                                       10
ARTICLE IV
                       CONDUCT PRIOR TO THE EFFECTIVE TIME

      4.1.  Conduct of  Business by  Randers/Killam.  During the period from the
date of this  Agreement and continuing  until the earlier of the  termination of
this  Agreement  pursuant  to its terms or the  Effective  Time,  Randers/Killam
shall,  except for such  actions  which are  contemplated  by this  Agreement or
reasonably appropriate in connection with the transactions  contemplated by this
Agreement,  and except as consented to by Thermo Electron, carry on its business
in the usual,  regular and ordinary course,  in substantially the same manner as
heretofore  conducted,  pay its debts and taxes  when due  subject to good faith
disputes  over such debts or taxes,  pay or perform other  material  obligations
when due,  and use its  commercially  reasonable  efforts  consistent  with past
practices  and policies to preserve  intact its present  business  organization,
keep  available the services of its present  officers and employees and preserve
its relationships with customers, suppliers, distributors, licensors, licensees,
and others with which it has business dealings.

      4.2  Conduct of Business  by Thermo  Electron.  During the period from the
date of this  Agreement and continuing  until the earlier of the  termination of
this Agreement  pursuant to its terms or the Effective Time, Thermo Electron (i)
shall,  except for such  actions  which are  contemplated  by this  Agreement or
reasonably appropriate in connection with the transactions  contemplated by this
Agreement,  or which are  undertaken in  connection  with the Merger or with the
reorganization of Thermo Electron and its subsidiaries as publicly  announced or
as disclosed to AH&H prior to the date of this Agreement,  carry on its business
materially in the usual,  regular and ordinary course, in substantially the same
manner as heretofore conducted, pay its debts and taxes when due subject to good
faith  disputes  over  such  debts  or  taxes,  pay or  perform  other  material
obligations when due, and use its  commercially  reasonable  efforts  consistent
with past  practices  and  policies  to  preserve  intact its  present  business
organization,  keep available the services of its present officers and employees
and  preserve  its  relationships  with  customers,   suppliers,   distributors,
licensors,  licensees,  and others with which it has business dealings; and (ii)
shall not,  and shall not permit any  Material  Thermo  Subsidiary  to, take any
action  which would make any of the  representations  and  warranties  of Thermo
Electron  contained  herein  untrue  or  cause  Thermo  Electron  not  to  be in
compliance with any covenant set forth herein.

                                       11
ARTICLE V
                              ADDITIONAL AGREEMENTS

      5.1.  Schedule 13E-3; Proxy Statement; Other Filings

            (a)  As  promptly  as  practicable   after  the  execution  of  this
Agreement,  Thermo Electron,  TerraTech and Randers/Killam  will jointly prepare
and  file  with the SEC the  Schedule  13E-3  and the  Proxy  Statement.  Thermo
Electron,  TerraTech  and  Randers/Killam  will cause the Proxy  Statement to be
mailed to stockholders of Randers/Killam at the earliest  practicable time. Each
party will notify the other  promptly  upon the receipt of any comments from the
SEC or its  staff  and of any  request  by the  SEC or its  staff  or any  other
government  officials for amendments or supplements to the Schedule 13E-3 or the
Proxy  Statement  or any other  filing or for  additional  information  and will
supply the other party with copies of all  correspondence  between such party or
any of its  representatives,  on the one hand,  and the SEC, or its staff or any
other  government  officials,  on the  other  hand,  with  respect  to the Proxy
Statement,  the Schedule 13E-3 or the Merger.  Whenever any event occurs that is
required to be set forth in an amendment or supplement to the Schedule  13E-3 or
the Proxy Statement,  the relevant party will promptly inform the other party of
such  occurrence  and cooperate in filing with the SEC or its staff or any other
government  officials,  and/or mailing to stockholders of  Randers/Killam,  such
amendment or supplement.

            (b) The information  supplied by Randers/Killam for inclusion in the
Schedule 13E-3 or the Proxy Statement (including any information incorporated by
reference in the Schedule  13E-3 or the Proxy  Statement from other filings made
by  Randers/Killam  with the SEC) will not, on the date the Proxy  Statement (or
any amendment  thereof or supplement  thereto) is first mailed to Randers/Killam
stockholders, at the time of the Randers/Killam Stockholders' Meeting and at the
Effective  Time,  contain any statement  which, at such time and in light of the
circumstances  under which it shall be made, is false or misleading with respect
to any  material  fact,  or shall omit to state any material  fact  necessary in
order to make the  statements  made therein not false or  misleading in light of
the circumstances under which they were made, or omit to state any material fact
necessary to correct any statement in any earlier  communication with respect to
the solicitation of proxies for the Randers/Killam  Stockholders'  Meeting which
has become false or misleading.

            (c) The  information  supplied by Thermo Electron and Merger Sub for
inclusion  in  the  Schedule  13E-3  or  the  Proxy  Statement   (including  any
information  incorporated  by  reference  in the  Schedule  13E-3  or the  Proxy
Statement from other filings made by Thermo  Electron with the SEC) will not, on
the date the Proxy Statement (or any amendment thereof or supplement thereto) is
first mailed to Randers/Killam  stockholders,  at the time of the Randers/Killam
Stockholders' Meeting and at the Effective Time, contain any statement which, at
such time and in light of the  circumstances  under  which it shall be made,  is
false or  misleading  with respect to any material  fact, or shall omit to state
any material  fact  necessary in order to make the  statements  made therein not
false or misleading in light of the circumstances under which they were made, or
omit to state any  material  fact  necessary  to correct  any  statement  in any
earlier  communication  with  respect to the  solicitation  of  proxies  for the
Randers/Killam Stockholders' Meeting which has become false or misleading.

                                       12
(d) The Proxy  Statement  will  include  the  recommendation  of the
Special  Committee  in favor of  approval  of this  Agreement  (except  that the
Special   Committee   may   withdraw,   modify  or  refrain   from  making  such
recommendation  to the  extent  that  the  Special  Committee  determines  after
consultation  with  outside  legal  counsel  that  failure  to  do so  would  be
inconsistent  with the Special  Committee's  fiduciary  duties under  applicable
law).

            (e) The Proxy Statement will include the recommendation of the Board
of Directors of  Randers/Killam  in favor of approval of this Agreement  (except
that the Board of Directors of  Randers/Killam  may withdraw,  modify or refrain
from making such  recommendation  to the extent that the Board  determines after
consultation  with  outside  legal  counsel  that  failure  to  do so  would  be
inconsistent with the Board's fiduciary duties under applicable law).

            (f) To the extent that the Special Committee or the Board withdraws,
modifies or refrains from making their  respective  recommendations  pursuant to
Sections 5.1(d) or (e) hereof, the Proxy Statement will reflect such action.

      5.2.  Meeting  of  Randers/Killam  Stockholders.  Promptly  after the date
hereof,  Randers/Killam  will take all action  necessary in accordance  with the
DGCL  and  its   Certificate  of   Incorporation   and  Bylaws  to  convene  the
Randers/Killam  Stockholders'  Meeting to be held as promptly as practicable for
the  purpose  of voting  upon  this  Agreement.  Unless  the  Special  Committee
determines after  consultation with outside legal counsel that to do so would be
inconsistent with the Board's or the Special Committee's  fiduciary duties under
applicable law,  Randers/Killam  will use its reasonable best efforts to solicit
from its stockholders proxies in favor of the approval of this Agreement and the
Merger, and will take all other action necessary or advisable to secure the vote
or consent of its  stockholders  required by the DGCL to obtain such  approvals.
Thermo  Electron  shall vote,  or cause to be voted,  all of the  Randers/Killam
Common  Stock  then  owned  by it and any of its  subsidiaries  in  favor of the
approval of this Agreement and the Merger.

      5.3. Access to Information. Subject to applicable legal restrictions, each
of the  parties  hereto  will  afford  the  other  (including,  in the  case  of
Randers/Killam, the Special Committee) and each of their respective accountants,
counsel and other representatives reasonable access during normal business hours
to the  properties,  books,  records  and  personnel  of each of them during the
period prior to the Effective Time to obtain all  information  concerning  their
respective  businesses,   including  the  status  of  their  respective  product
development efforts, properties, results of operations and personnel, as each of
them may reasonably request. Each of the parties hereto agrees that it will, and
will  cause  its  representatives  and  agents  to,  keep all  such  information
confidential and will not, and will cause its  representatives or agents not to,
use any  information  obtained  pursuant  to this  Section  5.3 for any  purpose
unrelated  to  the  consummation  of  the  transactions   contemplated  by  this
Agreement.  Notwithstanding  the foregoing,  none of the parties hereto shall be
required to keep  confidential any information (i) which is or becomes generally
available to the public,  other than by wrongful  disclosure  by the  disclosing
party in violation of this  Agreement,  or (ii) which  becomes  available to the
disclosing  party  on a  nonconfidential  basis  from a  source  other  than the
nondisclosing party or any officer or director of such party.

                                       13
5.4. Public Disclosure.  Thermo Electron and  Randers/Killam  will consult
with each other before issuing any press release or otherwise  making any public
statement  with respect to the Merger or this  Agreement  and will not issue any
such press release or make any such public statement prior to such consultation,
except  as may be  required  by law or any  listing  agreement  with a  national
securities  exchange.  Promptly  upon the  execution  hereof,  the parties shall
jointly make a press release with respect to the  transactions  contemplated  by
this Agreement,  in form reasonably  satisfactory to the Special Committee,  and
Randers/Killam shall, within five days after the execution hereof, file with the
SEC a  Current  Report on Form  8-K,  which  shall  attach  as an  exhibit  this
Agreement.

      5.5. Legal Requirements.  Subject to the terms of this Agreement,  each of
Thermo Electron,  Merger Sub and Randers/Killam will take all reasonable actions
necessary or desirable to comply promptly with all legal  requirements  that may
be  imposed  on  them  with  respect  to the  consummation  of the  transactions
contemplated by this Agreement (including furnishing all information required in
connection  with  approvals  of or filings  with any  Governmental  Entity,  and
including  using its reasonable  best efforts to defend any litigation  prompted
hereby) and will promptly  cooperate  with and furnish  information to any party
hereto  necessary in connection with any such  requirements  imposed upon any of
them or their respective subsidiaries in connection with the consummation of the
transactions contemplated by this Agreement.

      5.6.  Notification  of  Certain  Matters.  Subject  to the  terms  of this
Agreement,   Thermo   Electron  and  Merger  Sub  will  give  prompt  notice  to
Randers/Killam,  and Randers/Killam  will give prompt notice to Thermo Electron,
of the  occurrence,  or failure  to occur,  of any event,  which  occurrence  or
failure to occur would be reasonably  likely to cause (a) any  representation or
warranty  contained in this Agreement to be untrue or inaccurate in any material
respect at any time from the date of this  Agreement to the  Effective  Time, or
(b) any material failure of Thermo Electron and Merger Sub or Randers/Killam, as
the case may be, or of any  officer,  director,  employee or agent  thereof,  to
comply with or satisfy any covenant,  condition or agreement to be complied with
or satisfied by it under this  Agreement.  From the date of this Agreement until
the Effective Time,  Thermo  Electron will give prompt notice to  Randers/Killam
(including,  without limitation, the Special Committee) of any written offers or
indications of interest it receives from a prospective purchaser of any material
properties or assets of Randers/Killam  or its  subsidiaries,  which set forth a
proposed  purchase  price  greater than $3 million or in which the book value of
the assets being sold is greater than $3 million, other than sales of assets and
services in the ordinary  course of  business.  Notwithstanding  the above,  the
delivery of any notice  pursuant  to this  section  will not limit or  otherwise
affect the remedies  available  hereunder to the party  receiving such notice or
the conditions to such party's obligation to consummate the Merger.

      5.7. Best Efforts and Further Assurances. Subject to the respective rights
and obligations of Thermo Electron and Randers/Killam under this Agreement, each
of the  parties  to this  Agreement  will use its  reasonable  best  efforts  to
effectuate  the Merger  and the other  transactions  contemplated  hereby and to
fulfill  and  cause  to be  fulfilled  the  conditions  to  closing  under  this
Agreement,  it  being  understood  that  such  efforts  shall  not  include  any
obligation  to settle  any  litigation  prompted  hereby.  Subject  to the terms
hereof,  each party hereto,  at the reasonable  request of another party hereto,
will  execute and deliver such other  instruments  and do and perform such other
acts and  things as may be  reasonably  necessary  or  desirable  for  effecting
completely the consummation of the transactions contemplated hereby.

                                       14
5.8.  Stock Option Plans; Reservation of Shares.

            (a) At the  Effective  Time,  each  outstanding  option to  purchase
shares of  Randers/Killam  Common Stock (each a  "Randers/Killam  Stock Option")
under the Randers/Killam Stock Option Plans, whether or not exercisable, will be
assumed  by Thermo  Electron.  Each  Randers/Killam  Stock  Option so assumed by
Thermo  Electron  under this Agreement will continue to have, and be subject to,
the same terms and conditions set forth in the applicable  Randers/Killam  Stock
Option  Plan  immediately  prior  to  the  Effective  Time  (including,  without
limitation,  any repurchase rights),  except that (i) each Randers/Killam  Stock
Option will be exercisable  (or will become  exercisable in accordance  with its
terms)  for that  number of whole  shares of Thermo  Common  Stock  equal to the
product  of the  number of  shares  of  Randers/Killam  Common  Stock  that were
issuable upon exercise of such Randers/Killam  Stock Option immediately prior to
the  Effective  Time  multiplied  by a  fraction  (the  "Exchange  Ratio"),  the
numerator of which is the Cash Merger Consideration and the denominator of which
is the closing price of the Thermo Common Stock on the day immediately preceding
the Effective Date as reported in the consolidated transaction reporting system,
rounded down to the nearest whole number of shares of Thermo  Common Stock,  and
(ii) the per share exercise price for the shares of Thermo Common Stock issuable
upon exercise of such assumed  Randers/Killam  Stock Option will be equal to the
quotient  determined by dividing the exercise price per share of  Randers/Killam
Common  Stock  at  which  such  Randers/Killam   Stock  Option  was  exercisable
immediately prior to the Effective Time by the Exchange Ratio, rounded up to the
nearest whole cent. After the Effective Time, Thermo Electron will issue to each
holder of an  outstanding  Randers/Killam  Stock Option a notice  describing the
foregoing assumption of such Randers/Killam Stock Option by Thermo Electron.

            (b) Thermo Electron will reserve  sufficient shares of Thermo Common
Stock for issuance under this Section 5.8.

      5.9.   Thermo  Electron  Form  S-8.  Thermo  Electron  agrees  to  file  a
registration  statement  on Form S-8 or, if  possible,  an  amendment  to Thermo
Electron's then effective  registration statement on Form S-8, for the shares of
Thermo Common Stock  issuable with respect to the assumed  Randers/Killam  Stock
Options within five (5) business days of the Effective Time, and shall keep such
registration  statement  effective  for so  long  as  any  such  options  remain
outstanding.

      5.10. Indemnification; Insurance.

            (a) The  Certificate  of  Incorporation  and Bylaws of the Surviving
Corporation  will contain the  provisions  with respect to  indemnification  and
elimination  of liability for monetary  damages set forth in the  Certificate of
Incorporation  and  Bylaws  of  Randers/Killam,  which  provisions  will  not be
amended,  repealed or otherwise  modified for a period of six (6) years from the
Effective Time in any manner that would adversely  affect the rights  thereunder
of  individuals  who, as of the date hereof and at any time from the date hereof
to the Effective Time, were directors or officers of Randers/Killam, unless such
modification  is required by law. The Surviving  Corporation  shall,  and Thermo
Electron  will cause the  Surviving  Corporation  to,  fulfill  and honor in all
respects  the  indemnification  obligations  of  Randers/Killam  pursuant to the
provisions of the Certificate of Incorporation  and the Bylaws of Randers/Killam
as in effect on the date of this Agreement.

                                       15
(b) For a period of six (6) years after the Effective  Time,  Thermo
Electron shall cause the Surviving  Corporation  to, either  directly or through
participation  in  Thermo  Electron's  umbrella  policy,  maintain  in  effect a
directors'   and   officers'   liability   insurance   policy   covering   those
Randers/Killam  directors and officers  currently  covered by Thermo  Electron's
liability  insurance  policy with coverage no less favorable in amount and scope
than existing  coverage for such  Randers/Killam  directors and officers  (which
coverage may be an endorsement  extending the period in which claims may be made
under such  existing  policy);  provided,  however,  that in no event  shall the
Surviving  Corporation  be required  to expend to maintain or procure  insurance
coverage  pursuant to this Section 5.10,  directly or through  participation  in
Thermo  Electron's  policy, an amount per annum in excess of 175% of the current
annual premiums,  as adjusted for inflation each year,  allocable and payable by
Randers/Killam  (the "Maximum  Premium") with respect to such insurance,  or, if
the cost of such insurance  exceeds the Maximum  Premium,  the maximum amount of
coverage that can be purchased or maintained for the Maximum Premium.

            (c)  Randers/Killam  shall,  to the fullest extent  permitted  under
applicable law and regardless of whether the Merger becomes effective, indemnify
and hold  harmless  Susan  Tierney  ("Tierney")  against all costs and  expenses
(including  attorneys'  fees),   judgments,   fines,  losses,  claims,  damages,
liabilities and settlement  amounts paid in connection  with any claim,  action,
suit, proceeding or investigation,  whether civil,  criminal,  administrative or
investigative,  arising  out of or  pertaining  to any  action  or  omission  in
Tierney's capacity as a director (including,  without limitation, as a member of
the Special  Committee)  or  fiduciary  of  Randers/Killam  (including,  without
limitation,  in connection with the transactions contemplated by this Agreement)
occurring  on,  before or after the  Effective  Time (or, if this  Agreement  is
terminated without the Merger becoming effective,  occurring on, before or after
the  date  of  such  termination),  until  the  expiration  of  the  statute  of
limitations relating thereto (and shall pay any expenses in advance of the final
disposition  of such  action or  proceeding  to  Tierney to the  fullest  extent
permitted  under  applicable  law,  upon receipt from Tierney of an  undertaking
(which need not be secured or subject to a bond or other  requirement)  to repay
any advanced  expenses if it shall  ultimately be determined that Tierney is not
entitled  to be  indemnified  against  such  expenses).  If the  Merger  becomes
effective,  Thermo Electron shall be jointly and severally  responsible,  to the
fullest extent  permitted by applicable law (it being understood that applicable
law may permit Thermo Electron to indemnify or advance expenses to Tierney under
circumstances in which  Randers/Killam could not do so), for the indemnification
and  advancement of expenses  obligations  provided for in the first sentence of
this Section 5.10(c).  If the Merger does not become effective,  Thermo Electron
shall  have the same  responsibilities  set forth in the  immediately  preceding
sentence,   except  that  Thermo  Electron  shall  have  no  responsibility  for
indemnifying  or  advancing  expenses to Tierney with respect to matters that do
not arise out of or pertain to the work of the Special Committee, this Agreement
or the  transactions  contemplated  hereby.  In the event of any claim,  action,
suit,   proceeding  or  investigation  covered  by  this  Section  5.10(c),  (i)
Randers/Killam,  Thermo Electron and the Surviving Corporation,  as the case may
be, shall pay the reasonable  fees and expenses of counsel  selected by Tierney,
promptly after statements therefor are received, and (ii) Randers/Killam, Thermo
Electron and the  Surviving  Corporation  shall  cooperate in the defense of any

                                       16
such matter; provided,  however, that neither Randers/Killam nor Thermo Electron
nor the  Surviving  Corporation  shall be  liable  for any  settlement  effected
without  Thermo  Electron's  prior  written  consent  (such  consent  not  to be
unreasonably withheld or delayed); and provided, further, that, in the event any
claim for  indemnification  is asserted  or made within the period  prior to the
expiration   of  the   applicable   statute  of   limitations,   all  rights  to
indemnification in respect of such claim shall continue until the disposition of
such claim.  In connection  with Thermo  Electron or the  Surviving  Corporation
making any payment or  advancing  any funds  pursuant to this  Section  5.10(c),
Thermo  Electron  or the  Surviving  Corporation,  as the case may be,  shall be
entitled to require Tierney to use commercially  reasonable efforts, at the cost
and expense of Thermo  Electron and the Surviving  Corporation,  to cause Thermo
Electron or the Surviving  Corporation,  as the case may be, to be subrogated to
Tierney's  rights  under any  insurance  coverage  maintained  by the  Surviving
Corporation,  Thermo Electron or any of their respective affiliates with respect
to the  underlying  subject  matter of, and to the  extent of,  such  payment or
advance.

            (d) In the event  Randers/Killam,  Thermo  Electron or the Surviving
Corporation or any of their  respective  successors or assigns (i)  consolidates
with or  merges  into any  other  person  and  shall  not be the  continuing  or
surviving  corporation  or  entity  of such  consolidation  or  merger,  or (ii)
transfers all or  substantially  all of its  properties or assets to any person,
then,  and in each  such  case,  proper  provision  shall  be  made so that  the
successors  and assigns of  Randers/Killam,  Thermo  Electron and the  Surviving
Corporation,  as the case may be, shall assume the obligations set forth in this
Section 5.10.

            (e) Heirs, representatives and estates of the officers and directors
of Randers/Killam (including, without limitation,  Tierney) shall have the right
to enforce the obligations arising under this Section 5.10.

            (f) The  rights of the  officers  and  directors  of  Randers/Killam
(including, without limitation, Tierney) under this Section 5.10 are in addition
to any rights of such persons under separate indemnification agreements any such
persons  may  have  with  Randers/Killam  and/or  Thermo  Electron,   under  the
Certificate of Incorporation or Bylaws of  Randers/Killam  or Thermo Electron or
otherwise.

      5.11. Deferred Compensation Plan. Subject to obtaining the consents of the
affected  participants,  at the  Effective  Time,  the  Randers/Killam  Deferred
Compensation  Plan  for  Directors  (the  "Deferred   Compensation  Plan")  will
terminate,  and  Randers/Killam  will distribute to each  participant the sum in
cash  equal  to the  balance  of stock  units  credited  to his or her  deferred
compensation  account under the Deferred  Compensation  Plan as of the Effective
Time multiplied by the Cash Merger Consideration.

      5.12  Compliance by Merger Sub.  Thermo Electron shall cause Merger Sub to
timely perform and comply with all of its  obligations  under or related to this
Agreement.  Thermo  Electron  will  ensure  that  Merger  Sub has the  financial
resources to consummate the  transactions  contemplated by this Agreement and to
pay the consideration in the Merger provided for in Section 1.6(a).

                                       17
5.13 NYSE Listing. Thermo Electron shall use its best efforts to cause all
shares of Thermo Common Stock which will be subject to issuance  pursuant to the
Randers/Killam  Stock Option Plans,  each as assumed by Thermo Electron pursuant
to this Agreement, to be authorized for listing on the New York Stock Exchange.

                                   ARTICLE VI
                            CONDITIONS TO THE MERGER

      6.1.  Conditions to  Obligations  of Each Party to Effect the Merger.  The
respective  obligations  of each  party to this  Agreement  to effect the Merger
shall be subject to the  satisfaction  at or prior to the Effective  Time of the
following conditions:

            (a) No Order.  No  Governmental  Entity shall have enacted,  issued,
promulgated, enforced or entered any statute, rule, regulation, executive order,
decree, injunction or other order (whether temporary,  preliminary or permanent)
which is in effect  and which has the  effect of making  the  Merger  illegal or
otherwise prohibiting consummation of the Merger.

            (b) NYSE  Listing.  The Thermo Common Stock which will be subject to
issuance pursuant to the  Randers/Killam  Stock Option Plans, each as assumed by
Thermo  Electron  pursuant to this  Agreement,  shall have been  authorized  for
listing on the New York Stock Exchange.

            (c)  Stockholder  Approval.  This Agreement shall have been approved
and  adopted  by the  requisite  vote  under  the  DGCL by the  stockholders  of
Randers/Killam.

      6.2.  Additional  Conditions to the  Obligations  of  Randers/Killam.  The
obligations  of  Randers/Killam  to  consummate  and effect the Merger  shall be
subject to the  satisfaction  at or prior to the  Effective  Time of each of the
following  conditions,  any of which may be waived,  in writing,  exclusively by
Randers/Killam  (provided  that the Special  Committee  shall have  consented in
writing to any such waiver):

            (a)   Representations   and  Warranties.   The  representations  and
warranties of Thermo  Electron and Merger Sub contained in this Agreement  shall
be true and correct in all material respects (other than those already qualified
by a materiality  standard,  which shall be true and correct in all respects) on
and as of the Effective Time, except for changes expressly  contemplated by this
Agreement  and except for those  representations  and  warranties  that  address
matters only as of a particular  date (which shall remain true and correct as of
such  particular  date),  with the same force and effect as if made on and as of
the Effective Time; and Randers/Killam shall have received a certificate to such
effect signed on behalf of Thermo  Electron by the  President,  Chief  Executive
Officer or Vice President of Thermo Electron; and

            (b) Agreements and Covenants.  Thermo  Electron and Merger Sub shall
have  performed or complied in all material  respects  with all  agreements  and
covenants required by this Agreement to be performed or complied with by them on
or prior to the  Effective  Time,  and  Randers/Killam  shall  have  received  a
certificate to such effect signed on behalf of Thermo Electron by the President,
Chief Executive Officer or Vice President of Thermo Electron.

                                       18
(c) Fairness Opinion.  At the time of mailing of the Proxy Statement
to the stockholders of Randers/Killam  and at the Effective Time, AHH shall have
reaffirmed orally the fairness opinion  previously  prepared and delivered by it
to the Special Committee and AHH shall not have withdrawn such opinion.

      6.3.  Additional  Conditions  to the  Obligations  of Thermo  Electron and
Merger Sub. The  obligations of Thermo Electron and Merger Sub to consummate and
effect  the  Merger  shall be  subject  to the  satisfaction  at or prior to the
Effective Time of each of the following conditions,  any of which may be waived,
in writing, exclusively by Thermo Electron:

            (a)   Representations   and  Warranties.   The  representations  and
warranties  of  Randers/Killam  contained  in this  Agreement  shall be true and
correct in all  material  respects  (other  than those  already  qualified  by a
materiality standard, which shall be true and correct in all respects) on and as
of the Effective  Time,  except for changes  contemplated  by this Agreement and
except for those  representations and warranties that address matters only as of
a particular  date (which  shall  remain true and correct as of such  particular
date),  with the same  force and  effect  as if made on and as of the  Effective
Time,  except,  in all such  cases,  where the failure to be so true and correct
would not have a Material Adverse Effect on Randers/Killam;  and Thermo Electron
and Merger Sub shall have received a certificate to such effect signed on behalf
of Randers/Killam by the President, Chief Executive Officer or Vice President of
Randers/Killam; and

            (b) Agreements and Covenants. Randers/Killam shall have performed or
complied in all material respects with all agreements and covenants  required by
this  Agreement  to be  performed  or  complied  with by it on or  prior  to the
Effective  Time,  and Thermo  Electron shall have received a certificate to such
effect signed on behalf of  Randers/Killam  by the  President,  Chief  Executive
Officer or Vice President of Randers/Killam.

            (c) No Withdrawal of Special Committee  Recommendation.  The Special
Committee shall not have withdrawn its  recommendation to the Board of Directors
of Randers/Killam as set forth in Section 2.4 hereof.

                                   ARTICLE VII
                        TERMINATION, AMENDMENT AND WAIVER

      7.1.  Termination.  This  Agreement may be terminated at any time prior to
the  Effective  Time of the  Merger,  whether  before or after  approval of this
Agreement by the stockholders of Randers/Killam:

            (a) by mutual  written  consent  duly  authorized  by the  Boards of
Directors  of  Merger  Sub and  Randers/Killam  (upon  approval  of the  Special
Committee);

            (b) by  either  Randers/Killam  (at  the  direction  of the  Special
Committee) or Merger Sub if the Merger shall not have been  consummated by March
31, 2000;  provided,  however,  that the right to terminate this Agreement under
this Section  7.1(b) shall not be available to any party whose action or failure
to act has been a principal cause of or resulted in the failure of the Merger to
occur on or before  such date if such  action or  failure to act  constitutes  a
breach of this Agreement;

                                       19
(c)  by  either   Randers/Killam   (upon  approval  of  the  Special
Committee) or Merger Sub if a court of competent  jurisdiction or  governmental,
regulatory or  administrative  agency or commission  shall have issued an order,
decree or ruling or taken any other action (an "Order"),  in any case having the
effect of  permanently  restraining,  enjoining  or  otherwise  prohibiting  the
Merger, which order, decree or ruling is final and nonappealable;

            (d)  by  either   Randers/Killam   (upon  approval  of  the  Special
Committee)  or  Merger  Sub if the  required  approval  of the  stockholders  of
Randers/Killam  contemplated  by this Agreement  shall not have been obtained by
reason of the failure to obtain the required vote upon a vote taken at a meeting
of stockholders duly convened  therefor or at any adjournment  thereof (provided
that the right to terminate this  Agreement  under this Section 7.1(d) shall not
be available to Randers/Killam  where the failure to obtain stockholder approval
of  Randers/Killam  shall  have been  caused by the  action or failure to act of
Randers/Killam  in breach of this  Agreement  and the  right to  terminate  this
Agreement  under this Section  7.1(d) shall not be available to Merger Sub where
the failure to obtain the requisite vote by the  stockholders of  Randers/Killam
shall  have been  caused by the  failure  of Thermo  Electron  or any  direct or
indirect subsidiary of Thermo Electron (whether or not wholly-owned) to vote its
shares  of  Randers/Killam  Common  Stock  in  favor  of  the  Merger  and  this
Agreement);

            (e) by  Randers/Killam  if the Special  Committee  determines  after
consultation  with  outside  legal  counsel  that  failure  to  do so  would  be
inconsistent with the Board's or the Special Committee's  fiduciary duties under
applicable law;

            (f) by Randers/Killam (upon approval of the Special Committee), upon
a breach of any representation,  warranty,  covenant or agreement on the part of
Thermo Electron or Merger Sub set forth in this Agreement, if (i) as a result of
such breach the  conditions  set forth in Section 6.2(a) or Section 6.2(b) would
not be  satisfied  as of the time of such breach and (ii) such breach  shall not
have been cured by Thermo  Electron or Merger Sub within ten (10)  business days
following  receipt by Thermo  Electron  of written  notice of such  breach  from
Randers/Killam; or

            (g) by Merger Sub,  upon a breach of any  representation,  warranty,
covenant or agreement on the part of Randers/Killam set forth in this Agreement,
if (i) as a result of such breach the  conditions set forth in Section 6.3(a) or
Section  6.3(b)  would not be  satisfied  as of the time of such breach and (ii)
such breach shall not have been cured by Randers/Killam within ten (10) business
days following  receipt by  Randers/Killam of written notice of such breach from
Merger Sub.

      7.2. Notice of Termination; Effect of Termination. Any termination of this
Agreement  under  Section  7.1  above  will be  effective  immediately  upon the
delivery of written notice by the terminating  party to the other parties hereto
(or,  in the case of a  termination  pursuant to Section  7.1(f) or 7.1(g),  the
expiration of the ten business day period referred to therein).  In the event of
the  termination  of this  Agreement as provided in Section 7.1, this  Agreement
shall be of no further  force or  effect,  except  that (i) the  confidentiality
obligations  of each party hereto  contained  in Section  5.3,  the  obligations
contained in Section 5.10, and the provisions of Sections 7.2, 7.3 and 8.1 shall
survive any such  termination  and (ii) nothing  herein shall  relieve any party
from liability for any willful and material breach of this Agreement.

                                       20
7.3. Fees and Expenses.  All fees and expenses incurred in connection with
this  Agreement and the  transactions  contemplated  hereby shall be paid by the
party incurring such expenses, whether or not the Merger is consummated.

      7.4.  Amendment.  Subject to applicable law, this Agreement may be amended
by the  parties  hereto at any time by  execution  of an  instrument  in writing
signed  on  behalf  of each  of the  parties  hereto;  provided,  however,  that
Randers/Killam  may not amend this Agreement without the approval of the Special
Committee.

      7.5. Extension;  Waiver. At any time prior to the Effective Time any party
hereto  may,  to the  extent  legally  allowed,  (i)  extend  the  time  for the
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any inaccuracies in the  representations  and warranties made to such
party contained  herein or in any document  delivered  pursuant hereto and (iii)
waive  compliance  with any of the  agreements or conditions  for the benefit of
such party contained herein; provided, however, that Randers/Killam may not take
any such actions without the approval of the Special Committee. Any agreement on
the part of a party  hereto to any such  extension or waiver shall be valid only
if set forth in an instrument in writing signed on behalf of such party.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

      8.1.  Non-Survival of Representations and Warranties.  The representations
and warranties of  Randers/Killam,  Thermo  Electron and Merger Sub contained in
this  Agreement  shall  terminate at the Effective  Time, and only the covenants
that by their terms,  or as the context  requires,  survive the  Effective  Time
shall survive the Effective Time.

      8.2. Notices. All notices and other  communications  hereunder shall be in
writing  and shall be deemed  given if  delivered  personally  or by  commercial
delivery service, or sent via telecopy (receipt confirmed) to the parties at the
following  addresses or telecopy  numbers (or at such other  address or telecopy
numbers for a party as shall be specified by like notice):

            (a)   if to Thermo Electron or Merger Sub, to:

            Thermo Electron Corporation
            81 Wyman Street
            Waltham, MA 02454
            Attention:   President
            Telephone:   (781) 622-1000
            Facsimile:   (781) 622-1283

                                       21
with a copy (which shall not constitute notice to Thermo Electron or
            Merger Sub) to:

            Thermo Electron Corporation
            81 Wyman Street
            Waltham, MA  02454
            Attention:  General Counsel
            Telephone:  (781) 622-1000
            Facsimile:  (781) 622-1283

            (b)   if to Randers/Killam, to:

            The Randers Killam Group Inc.
            27 Bleeker Street
            Millburn, NJ 07041
            Attention:  President
            Telephone:  (973) 912-2505
            Facsimile:  (973) 912-2595

            with  a  copy  (which   shall  not   constitute   notice  to
            Randers/Killam) to:

            Choate, Hall & Stewart
            Exchange Place
            53 State Street
            Boston, MA 02109
            Attention: William P. Gelnaw, Jr., Esq.
            Telephone: (617) 248-5000
            Facsimile: (617) 248-4000

      8.3.  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and  delivered  to the other  party,  it being  understood  that all
parties need not sign the same counterpart.

      8.4.  Entire  Agreement.  This Agreement and the documents and instruments
and other  agreements among the parties hereto as contemplated by or referred to
herein (a) constitute the entire agreement among the parties with respect to the
subject  matter hereof and supersede all prior  agreements  and  understandings,
both  written and oral,  among the parties  with  respect to the subject  matter
hereof,  with the  exception of the  agreements  relating to the  Randers/Killam
Stock Option Plans, the Deferred  Compensation Plan, and any agreements relating
to  indemnification  of members of the Board; and (b) are not intended to confer
upon any other person any rights or remedies  hereunder,  except as set forth or
otherwise  contemplated  herein.  Notwithstanding  the  foregoing,  Section 5.10
hereof is  intended to be for the  benefit  of, and may be  enforced  by,  those
individuals  who,  as of the date hereof and at any time from the date hereof to
the Effective Time, were directors or officers of Randers/Killam.

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8.5.  Severability.  In the event that any provision of this  Agreement or
the  application  thereof,  becomes  or is  declared  by a  court  of  competent
jurisdiction  to be  illegal,  void  or  unenforceable,  the  remainder  of this
Agreement  will  continue in full force and effect and the  application  of such
provision to other persons or circumstances will be interpreted so as reasonably
to effect the intent of the parties hereto. The parties further agree to replace
such  void or  unenforceable  provision  of  this  Agreement  with a  valid  and
enforceable  provision that will achieve, to the extent possible,  the economic,
business and other purposes of such void or unenforceable provision.

      8.6. Other Remedies;  Specific  Performance.  Except as otherwise provided
herein,  any and all remedies  herein  expressly  conferred upon a party will be
deemed  cumulative with and not exclusive of any other remedy conferred  hereby,
or by law or equity  upon such  party,  and the  exercise  by a party of any one
remedy will not preclude the exercise of any other  remedy.  The parties  hereto
agree  that  irreparable  damage  would  occur  in  the  event  that  any of the
provisions  of this  Agreement  were not  performed  in  accordance  with  their
specific terms or were  otherwise  breached.  It is accordingly  agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce  specifically  the terms and provisions  hereof in
any court of the United States or any state having  jurisdiction,  this being in
addition to any other remedy to which they are entitled at law or in equity.

      8.7.  Governing Law. This Agreement  shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts, regardless of the
laws that might otherwise govern under applicable principles of conflicts of law
thereof, except to the extent that the DGCL applies.

      8.8.  Assignment.  No party may assign either this Agreement or any of its
rights,  interests,  or obligations hereunder without the prior written approval
of the other parties.

      8.9 Headings.  The headings  contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.

                                       23
IN WITNESS WHEREOF,  Thermo Electron,  Merger Sub and Randers/Killam  have
caused  this  Agreement  to be signed by  themselves  or their  duly  authorized
respective officers, all as of the date first written above.

                                   THERMO ELECTRON CORPORATION

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

                                   RK ACQUISITION CORPORATION

                                   By:  /s/ Theo Melas-Kyriazi
                                        -----------------------------
                                   Name:    Theo Melas-Kyriazi
                                   Title:   President

                                   THE RANDERS KILLAM GROUP INC.

                                   By:  /s/ Kenneth J. Apicerno
                                        -----------------------------
                                   Name:    Kenneth J. Apicerno
                                   Title:   Treasurer

                                       24