EMPLOYMENT AGREEMENT



      EMPLOYMENT AGREEMENT (this "Agreement") by and between Packard BioScience

Company, a Delaware corporation with its principal office and place of business

in Meriden, Connecticut (the "Company"), and Franklin R. Witney (the

"Employee"), dated as of the 18th day of December, 2000.



      WHEREAS, the Company has determined that it is in the best interests of

the Company to employ the Employee, and the Employee desires to be employed by

the Company, as President and Chief Operating Officer of the Company, and

President of Packard Instrument Company, Inc., a wholly-owned subsidiary of the

Company.



      NOW, THEREFORE, the parties hereto hereby agree as follows:



      1. Employment Period. The Company shall employ the Employee, and the

Employee shall serve the Company, on the terms and conditions set forth in this

Agreement, for the period commencing on the date hereof and ending on the second

anniversary of the date hereof (the "Employment Period"); provided, however,

that commencing on the date one year after the date of this Employment Agreement

(the "Initial Renewal Date"), and on the first day of each calendar month

thereafter (each such date and the Initial Renewal Date shall be hereinafter

referred to as a "Renewal Date"), unless previously terminated, the Employment

Period shall be automatically extended so as to terminate thirteen calendar

months after such Renewal Date, unless at least 60 days prior to the Renewal

Date the Company shall give notice to the Employee that the Employment Period

shall not be so extended. Notwithstanding anything to the contrary contained

herein, the Employment Period is subject to termination pursuant to Section 4 of

this Agreement.



      2. Position and Duties. (a) During the Employment Period, the Employee's

position (including status, offices, titles and reporting requirements),

authority, duties and responsibilities





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shall be those which are reasonably assigned to him by the Chief Executive

Officer of the Company.



            (b) During the Employment Period, and excluding any periods of

vacation and sick leave to which the Employee is entitled, the Employee shall

devote his full business time and to the duties and responsibilities assigned to

the Employee under this Agreement. The Employee shall perform the duties and

carry out the responsibilities assigned to him under this Agreement to the best

of his ability, in a diligent, trustworthy, businesslike and efficient manner.

It shall not be considered a violation of the foregoing for the Employee to

serve on corporate, civic or charitable boards or committees so long as such

activities do not significantly interfere with the performance of the Employee's

responsibilities as an employee of the Company in accordance with this

Agreement.



      3. Compensation. (a) Base Salary. During the Employment Period, the

Employee shall receive an annual base salary ("Annual Base Salary") at least

equal to twelve times the monthly base salary paid or payable to the Employee

immediately prior to the date hereof. During the Employment Period, the Annual

Base Salary shall be reviewed for increase at least annually and shall be

increased pursuant to each such review by a percentage no less than the

percentage increase in the United States Consumer Price Index -- All Urban

Consumers, as published by the Bureau of Labor Statistics of the U.S.

Department of Labor, for the calendar year immediately preceding such review.

Any increase in the Annual Base Salary shall not limit or reduce any other

obligation of the Company under this Agreement. Following any increase in the

Annual Base Salary, the term "Annual Base Salary" shall thereafter refer to the

Annual Base Salary as so increased.

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