S-4

As filed with the Securities and Exchange Commission on April 7, 2003

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PerkinElmer, Inc.

(Exact name of Registrant as specified in its charter)

Massachusetts	3826	04-2052042
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification Number)

Terrance L. Carlson, Esq.

Senior Vice President and General Counsel

PerkinElmer, Inc.

45 William Street

Wellesley, Massachusetts 02481

(781) 237-5100

(Address, including zip code, and telephone number, including area code, of

Registrant’s principal executive offices)

Copies to:

David E. Redlick, Esq.

Hal J. Leibowitz, Esq.

Hale and Dorr LLP

60 State Street

Boston, Massachusetts 02109

Telephone: (617) 526-6000

Telecopy: (617) 526-5000

      Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

      If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.     o

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o                              

      If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o                              

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to be	Offering Price	Aggregate Offering	Amount of
Securities to be Registered	Registered	Per Security	Price(1)	Registration Fee(2)
8 7/8% Senior Subordinated Notes due 2013	$300,000,000	100%	$300,000,000	$24,270
Guarantees(3)	N/A	N/A	N/A	N/A

(1)	Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(f)(2) under the Securities Act of 1933, as amended.
(2)	Calculated based upon the book value of the securities to be received by the Registrant in the exchange in accordance with Rule 457(f)(2).
(3)	No separate consideration will be received for the guarantees, and no separate fee is payable, pursuant to Rule 457(n) under the Securities Act of 1933.

      The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Applied Surface Technology, Inc.

(Exact name of Registrant as specified in its charter)

California	3679	94-3215818
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification Number)

c/o Terrance L. Carlson, Esq.

Senior Vice President and General Counsel

PerkinElmer, Inc.

45 William Street

Wellesley, Massachusetts 02481

(781) 237-5100

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

Carl Consumable Products, LLC

(Exact name of Registrant as specified in its charter)

Delaware	3826	33-0967921
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification Number)

c/o Terrance L. Carlson, Esq.

Senior Vice President and General Counsel

PerkinElmer, Inc.

45 William Street

Wellesley, Massachusetts 02481

(781) 237-5100

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

Lumen Technologies, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	3826	13-3868804
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification Number)

c/o Terrance L. Carlson, Esq.

Senior Vice President and General Counsel

PerkinElmer, Inc.

45 William Street

Wellesley, Massachusetts 02481

(781) 237-5100

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

NEN Life Sciences, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	3826	94-3267240
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification Number)

c/o Terrance L. Carlson, Esq.

Senior Vice President and General Counsel

PerkinElmer, Inc.

45 William Street

Wellesley, Massachusetts 02481

(781) 237-5100

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

Packard Bioscience Company

(Exact name of Registrant as specified in its charter)

Delaware	3826	06-0676652
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification Number)

c/o Terrance L. Carlson, Esq.

Senior Vice President and General Counsel

PerkinElmer, Inc.

45 William Street

Wellesley, Massachusetts 02481

(781) 237-5100

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

PerkinElmer Labworks, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	3826	06-1613930
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification Number)

c/o Terrance L. Carlson, Esq.

Senior Vice President and General Counsel

PerkinElmer, Inc.

45 William Street

Wellesley, Massachusetts 02481

(781) 237-5100

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

PerkinElmer LAS, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	3826	04-3361624
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification Number)

c/o Terrance L. Carlson, Esq.

Senior Vice President and General Counsel

PerkinElmer, Inc.

45 William Street

Wellesley, Massachusetts 02481

(781) 237-5100

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

PerkinElmer Optoelectronics NC, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	3641	94-1655721
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification Number)

c/o Terrance L. Carlson, Esq.

Senior Vice President and General Counsel

PerkinElmer, Inc.

45 William Street

Wellesley, Massachusetts 02481

(781) 237-5100

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

PerkinElmer Optoelectronics SC, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	3861	95-2621568
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification Number)

c/o Terrance L. Carlson, Esq.

Senior Vice President and General Counsel

PerkinElmer, Inc.

45 William Street

Wellesley, Massachusetts 02481

(781) 237-5100

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

PerkinElmer Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Massachusetts	3826	04-2436772
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification Number)

c/o Terrance L. Carlson, Esq.

Senior Vice President and General Counsel

PerkinElmer, Inc.

45 William Street

Wellesley, Massachusetts 02481

(781) 237-5100

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

PerkinElmer Automotive Research, Inc.

(Exact name of Registrant as specified in its charter)

Texas	8734	74-1608528
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification Number)

c/o Terrance L. Carlson, Esq.

Senior Vice President and General Counsel

PerkinElmer, Inc.

45 William Street

Wellesley, Massachusetts 02481

(781) 237-5100

(Address, including zip code, and telephone number, including area code, of

Registrant’s principal executive offices)

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 7, 2003

PROSPECTUS

$300,000,000

PerkinElmer, Inc.

8 7/8% Senior Subordinated Notes Due 2013

        We are offering to exchange 8 7/8% senior subordinated notes due 2013 that we have registered under the Securities Act of 1933 for all of our outstanding 8 7/8% senior subordinated notes due 2013. We refer to these registered notes as the new notes and all outstanding 8 7/8% senior subordinated notes due 2013 as the old notes. The old notes are, and the new notes will be, fully and unconditionally guaranteed, jointly and severally, by substantially all of our domestic subsidiaries. The new notes will not be listed on any national securities exchange. Currently, there is no public market for the old notes.

The Exchange Offer

•  We will exchange an equal principal amount of new notes that are freely tradeable for all old notes that are validly tendered and not validly withdrawn.

•  You may withdraw tenders of outstanding old notes at any time prior to the expiration of the exchange offer.

•  The exchange offer is subject to the satisfaction of limited, customary conditions.

•  The exchange offer expires at 5:00 p.m., Eastern time, on                     , 2003, unless extended.

•  The exchange of old notes for new notes in the exchange offer generally will not be a taxable event for U.S. federal income tax purposes.

•  We will not receive any proceeds from the exchange offer.

The New Notes

•  We are offering the new notes in order to satisfy our obligations under the registration rights agreement entered into in connection with the private placement of the old notes.

•  The terms of the new notes to be issued in the exchange offer are substantially identical to the terms of the old notes, except that the new notes are registered under the Securities Act and have no transfer restrictions, rights to liquidated damages or registration rights, except in limited circumstances.

       See “Risk Factors” beginning on page 9 to read about factors you should consider in connection with the exchange offer.

       Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the new notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April      , 2003

TABLE OF CONTENTS

Ex-3.3 Articles of Inc. - Applied Surface Tech.

Ex-3.4 Corporate By-Laws - Applied Surface Tech.

Ex-3.5 Cert. of Formation - Carl Consumable Prod.

Ex-3.6 Limited Liability Co. Agreement - C.C.P.

Ex-3.7 Certificate of Inc. - Lumen Technologies

Ex-3.8 By-Laws - Lumen Technologies, Inc.

Ex-3.9 Certificate of Inc. - NEN Life Sciences

Ex-3.10 By-Laws - NEN Life Sciences, Inc.

Ex-3.11 Certificate of Inc. - Packard Bioscience

Ex-3.12 By-Laws - Packard Bioscience Company

Ex-3.13 Certificate of Inc. - PerkinElmer Labworks

Ex-3.14 By-Laws - PerkinElmer Labworks, Inc.

Ex-3.15 Certificate of Inc. - PerkinElmer LAS, Inc

Ex-3.16 By-Laws - PerkinElmer LAS, Inc.

Ex-3.17 Certificate of Inc. - PerkinElmer Opto. NC

Ex-3.18 By-Laws - PerkinElmer Optoelectronics NC

Ex-3.19 Cert. of Inc. - PerkinElmer Optoelec. SC

Ex-3.20 By-Laws - PerkinElmer Optoelectronics SC

Ex-3.21 Articles of Org. - PerkinElmer Holdings

Ex-3.22 By-Laws - PerkinElmer Holdings, Inc.

Ex-3.23 Articles of Inc. - PerkinElmer Automotive

Ex-3.24 By-Laws - PerkinElmer Automotive Research

Ex-5.1 Opinion of Hale and Dorr LLP

Ex-12.1 Ratio of earnings to fixed charges

Ex-23.1 Consent of Deloitte & Touche LLP

Ex-25.1 Statement of Eligibility & Qualification

Ex-99.1 Form of Letter of Transmittal

Ex-99.2 Form of Notice of Guaranteed Delivery

Ex-99.3 Form of Letter to Brokers, Dealers, ...

Ex-99.4 Form of Letter to Clients

Ex-99.5 Form of Tax Guidelines

TABLE OF CONTENTS

	Page
Where You Can Find More Information		i
Summary		1
Risk Factors		9
Cautionary Note Regarding Forward-Looking Statements		18
Use of Proceeds		18
Capitalization		20
Selected Consolidated Financial Data		21
The Exchange Offer		23
Description of the New Notes		32
Description of Indebtedness		83
Summary of United States Federal Tax Consequences		86
Plan of Distribution		92
Validity of the New Notes		92
Experts		93
Exchange Agent		93
Index to Consolidated Financial Statements		F-1

WHERE YOU CAN FIND MORE INFORMATION

      We are incorporating by reference in this prospectus some of the documents we file with the SEC. This means that we can disclose important business, financial and other information to you by referring you to those documents. The information in the documents that we incorporate by reference is considered to be part of this prospectus, even though it is not delivered with this prospectus. Information in specified documents that we file with the SEC after the date of this prospectus will automatically update and supersede information in this prospectus. We incorporate by reference the document listed below and any future filings we may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of filing of the initial registration statement relating to this exchange offer and prior to the termination of any offering of securities offered by this prospectus:

•  Our annual report on Form 10-K for the fiscal year ended December 29, 2002.

      Information contained in this prospectus supplements, modifies or supersedes, as applicable, the information contained in earlier-dated documents incorporated by reference. Information contained in later-dated documents incorporated by reference supplements, modifies or supersedes, as applicable, the information contained in this prospectus or in earlier-dated documents incorporated by reference.

      We will provide a copy of the documents we incorporate by reference, at no cost, upon written request or oral request of any person who receives this prospectus. To request a copy of any or all of these documents, you should write or telephone us at: 45 William Street, Wellesley, Massachusetts 02481, (781) 237-5100, Attention: Daniel J. Sotherby, Director of Investor Relations. If you would like to request any documents, you must do so by no later than                     , 2003 in order to receive them before the expiration of the exchange offer.

      We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file with the SEC at the public reference facilities the SEC maintains at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies of these materials by mail from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the

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operation of the public reference rooms. The SEC also maintains a web site, the address of which is http://www.sec.gov. That site contains our annual, quarterly and current reports, proxy statements and other information.

      We have filed this prospectus with the SEC as part of a registration statement on Form S-4 under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement because some parts of the registration statement are omitted in accordance with the rules and regulations of the SEC. The registration statement and its exhibits are available for inspection and copying as set forth above.

      You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. The information contained or incorporated by reference in this prospectus is accurate only as of the date on the front cover of this prospectus or the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since then. To the extent the information contained or incorporated by reference in this prospectus becomes materially inaccurate subsequent to the date on the front cover of this prospectus or the date of the document incorporated by reference, as the case may be, and prior to the expiration of the exchange offer we will promptly supplement the information by filing with the SEC a document which is incorporated by reference into this prospectus. We are not making an offer to sell the new notes in any jurisdiction where the offer or sale is not permitted.

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SUMMARY

      This summary highlights material information about us and the exchange offer. This summary is not complete and may not contain all of the information that you should consider before participating in this exchange offer. You should read carefully the entire prospectus, including “Risk Factors,” and the documents that we have filed with the SEC and incorporated by reference into this prospectus.

      In this prospectus, “PerkinElmer, Inc.,” “PerkinElmer,” “the Company,” “we,” “us” and “our” refer to PerkinElmer, Inc. and its consolidated subsidiaries, unless the context requires otherwise. However, for purposes of the section of this prospectus entitled “Description of the New Notes,” wherever we refer to “PerkinElmer, Inc.,” “PerkinElmer,” “the Company,” “we,” “us” and “our” we are referring only to PerkinElmer, Inc. and not to any of our subsidiaries.

PerkinElmer, Inc.

      We are a leading provider of scientific instruments, consumables and services to the pharmaceutical, biomedical, environmental testing and general industrial markets. We design, manufacture, market and service products and systems within three business units:

•  Life and Analytical Sciences. We are a leading provider of drug discovery, genetic screening, environmental and chemical analysis tools and instrumentation.

•  Optoelectronics. We provide a broad range of digital imaging, sensor and specialty lighting components used in the biomedical, consumer products and other specialty end markets.

•  Fluid Sciences. We provide critical fluid control and containment systems for highly demanding environments such as turbine engines and semiconductor fabrication facilities.

      We were incorporated under the laws of the Commonwealth of Massachusetts in 1947. Our principal executive offices are located at 45 William Street, Wellesley, Massachusetts 02481, and our telephone number is (781) 237-5100. Our website is located at www.perkinelmer.com. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this document. Our website address is included in this document as an inactive textual reference only.

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The Exchange Offer

Background	On December 26, 2002, we completed a private placement of our outstanding, unregistered old notes. In connection with that private placement, we entered into a registration rights agreement in which we agreed to deliver this prospectus to you and to make an exchange offer.
The Exchange Offer	We are offering to exchange up to $300 million aggregate principal amount of our new notes which have been registered under the Securities Act for up to $300 million aggregate principal amount of our old notes. You may tender old notes only in integral multiples of $1,000 principal amount.
Resale of New Notes	Based on interpretive letters of the SEC staff to third parties, we believe that you may resell and transfer the new notes issued pursuant to the exchange offer in exchange for old notes without compliance with the registration and prospectus delivery provisions of the Securities Act, if:
	• you are acquiring the new notes in the ordinary course of your business,
	• you have no arrangement or understanding with any person to participate in the distribution of the new notes, and
	• you are not our affiliate as defined under Rule 405 of the Securities Act.
	If you fail to satisfy any of these conditions, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the new notes.
	Broker-dealers that acquired old notes directly from us, but not as a result of market-making activities or other trading activities, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the new notes.
	Each broker-dealer that receives new notes for its own account pursuant to the exchange offer in exchange for old notes that it acquired as a result of market-making or other trading activities must deliver a prospectus in connection with any resale of the new notes and provide us with a signed acknowledgement of this obligation.
Consequences If You Do Not Exchange Your Old Notes	Old notes that are not tendered in the exchange offer or are not accepted for exchange will continue to bear legends restricting their transfer. You will not be able to offer or sell the old notes unless:
	• an exemption from the requirements of the Securities Act is available to you,
	• we register the resale of old notes under the Securities Act, or
	• the transaction requires neither an exemption from nor registration under the requirements of the Securities Act.

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	After the completion of the exchange offer, we will no longer have an obligation to register the old notes, except in limited circumstances.
Expiration Date	5:00 p.m., Eastern time, on                       , 2003 unless we extend the exchange offer.
Conditions to the Exchange Offer	The exchange offer is subject to limited, customary conditions, which we may waive. For example, we are not obligated to complete the exchange offer if:
	• the exchange offer, or the making of any exchange by a holder, violates, in our reasonable judgment, any applicable law, rule or regulation or any applicable interpretation of the staff of the SEC,
	• any action or proceeding shall have been instituted or threatened with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer, or
	• we have not obtained any governmental approval which we, in our reasonable judgment, consider necessary for the completion of the exchange offer as contemplated by this prospectus.
Procedures for Tendering Old Notes	If you wish to accept the exchange offer, you must deliver to the exchange agent:
	• either a completed and signed letter of transmittal or, for old notes tendered electronically, an agent’s message from The Depository Trust Company, which we refer to as DTC, stating that the tendering participant agrees to be bound by the letter of transmittal and the terms of the exchange offer,
	• your old notes, either by tendering them in physical form or by timely confirmation of book-entry transfer through DTC, and
	• all other documents required by the letter of transmittal.
	These actions must be completed before the expiration of the exchange offer.
	If you hold old notes through DTC, you must comply with its standard procedures for electronic tenders, by which you will agree to be bound by the letter of transmittal.
	By signing, or by agreeing to be bound by, the letter of transmittal, you will be representing to us that:
	• you will be acquiring the new notes in the ordinary course of your business,
	• you have no arrangement or understanding with any person to participate in the distribution of the new notes, and
	• you are not our affiliate as defined under Rule 405 of the Securities Act.
	See “Exchange Offer — Procedures for Tendering.”

3

Guaranteed Delivery Procedures for Tendering Old Notes	If you cannot meet the expiration deadline or you cannot deliver your old notes, the letter of transmittal or any other documentation to comply with the applicable procedures under DTC standard operating procedures for electronic tenders in a timely fashion, you may tender your notes according to the guaranteed delivery procedures set forth under “The Exchange Offer — Guaranteed Delivery Procedures.”
Special Procedures for Beneficial Holders	If you beneficially own old notes which are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender in the exchange offer, you should contact that registered holder promptly and instruct that person to tender on your behalf. If you wish to tender in the exchange offer on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your old notes, either arrange to have the old notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.
Withdrawal Rights	You may withdraw your tender of old notes at any time prior to 5:00 p.m., Eastern Time, on                       , 2003, the expiration date for the exchange offer.
Tax Consequences	The exchange pursuant to the exchange offer generally will not be a taxable event for U.S. federal income tax purposes. See “Summary of United States Federal Tax Consequences.”
Use of Proceeds	We will not receive any proceeds from the exchange or the issuance of new notes in connection with the exchange offer.
Exchange Agent	U.S. Bank National Association is serving as exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are set forth below under “The Exchange Offer — Exchange Agent.”

4

The New Notes

      The form and terms of the new notes are the same as the form and terms of the old notes, except that:

•  the new notes will be registered under the Securities Act and will therefore not bear legends restricting their transfer, and

•  specified rights under the registration rights agreement, including the provisions providing for registration rights and the payment of liquidated damages in specified circumstances, will be limited or eliminated.

      The new notes will evidence the same debt as the old notes and will rank equally with the old notes. The same indenture will govern both the old notes and the new notes. We refer to the old notes and the new notes together as the “notes.” Unless the context otherwise requires, when we refer to the old notes, we also refer to the guarantees associated with the old notes, and when we refer to the new notes, we also refer to the guarantees associated with the new notes.

      The following is a brief summary description of the new notes. For a more complete description of the terms of the new notes, see the “Description of the New Notes” section of this prospectus.

Issuer	PerkinElmer, Inc.
New Notes Offered	$300,000,000 aggregate principal amount of 8 7/8% senior subordinated notes due 2013.
Maturity	January 15, 2013.
Interest	8 7/8% per annum. Interest is payable semiannually in arrears in cash on January 15 and July 15 of each year, beginning July 15, 2003. Interest accrued through the expiration date of the exchange offer on old notes that are exchanged will be paid to holders of record of the new notes on the next regular payment date.
Guarantees	Substantially all of our domestic restricted subsidiaries, other than our receivables securitization entity, will jointly and severally, fully and unconditionally, guarantee the new notes on a senior subordinated basis. Future subsidiaries may also be required to guarantee the new notes.
Ranking	The new notes will be unsecured senior subordinated obligations and will be subordinated to our senior credit facility and other existing and future senior indebtedness. The new notes will rank equally to any senior subordinated indebtedness we may incur and will rank senior to any subordinated indebtedness we may incur. Each guarantee will be unsecured and subordinated to senior indebtedness of the guarantor. In addition, the new notes will effectively rank junior to all existing and future indebtedness and other liabilities of our subsidiaries that are not guarantors. Our subsidiaries that are not guarantors represented approximately 51% of our sales for 2002 and approximately 37% of our consolidated total assets as of December 29, 2002. Because the new notes are subordinated, in the event of bankruptcy, liquidation or dissolution and acceleration of or payment default on senior indebtedness, holders of the new notes will not receive any payment until holders of senior indebtedness and senior guarantor indebtedness have been paid in full. The new notes will also be effectively subordinated to our secured debt.

5

	As of December 29, 2002:
	• we and the guarantors had outstanding $506.2 million of senior indebtedness, $315.0 million of which was secured, and
	• our subsidiaries which are not guarantors had outstanding $1.8 million of indebtedness, excluding obligations of $29.0 million under our accounts receivable securitization facility.
Optional Redemption	We may redeem some or all of the new notes, at any time on or after January 15, 2008, at the redemption prices described in this prospectus.
Public Equity Offering Optional Redemption	Before January 15, 2006, we may redeem up to 35% of the aggregate principal amount of the new notes with the net proceeds of specified public equity offerings at 108.875% of the principal amount of the new notes, plus accrued interest, if at least 65% of the aggregate principal amount of the new notes remains outstanding after that redemption.
Change of Control	If we experience a change of control, each holder of new notes may require us to repurchase some or all of its new notes at a purchase price equal to 101% of the principal amount of the new notes, plus accrued interest. Due to the provisions and amount of our other outstanding indebtedness and the subordination provisions of the new notes, we may be unable to repurchase the new notes following a change of control. See “Risk Factors — We may be unable to repurchase the notes following a change of control.”
Covenants	The indenture governing the new notes contains covenants that, among other things, limit our ability and the ability of our subsidiaries to:
	• incur additional indebtedness,
	• pay dividends on, redeem or repurchase our capital stock,
	• make investments,
	• create specified liens,
	• sell assets,
	• in the case of our restricted subsidiaries, incur obligations that restrict their ability to make dividend or other payments to us,
	• in the case of our restricted subsidiaries, guarantee or secure indebtedness,
	• enter into transactions with affiliates,
	• create unrestricted subsidiaries, and
	• consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis
	These covenants are subject to important exceptions and qualifications, which are described under the heading “Description of the New Notes” in this prospectus. Most of these covenants will no longer apply if the new notes obtain an investment grade rating by Standard & Poor’s Rating Services and Moody’s Investors Service.

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Summary Consolidated Financial Data

      The following table sets forth summary consolidated financial data for each of the fiscal years ended December 31, 2000, December 30, 2001 and December 29, 2002. The summary consolidated financial data for each of the fiscal years in the three-year period ended December 29, 2002 and as of December 30, 2001 and December 29, 2002 has been derived from our audited consolidated financial statements, prepared in accordance with GAAP, which are included elsewhere in this prospectus. The summary consolidated financial data as of December 31, 2000 has been derived from our audited consolidated financial statements, which do not appear in this prospectus. Our historical financial information may not be indicative of our results of operations or financial position to be expected in the future.

      The summary consolidated financial data should be read together with “Selected Historical Financial Information” and our consolidated financial statements and the related notes to those financial statements, which we have included elsewhere in this prospectus, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” which we have incorporated by reference into this prospectus.

		Fiscal Year Ended
		December 31,			December 30,			December 29,
		2000			2001			2002
		(In thousands, except per share data)
Income Statement and Other Data:
Sales		$	1,537,982		$	1,525,339		$	1,504,981
Operating income			179,858			129,715			24,318
Other expense, net			33,113			29,165			32,868
Income (loss) from continuing operations before taxes			146,745			100,550			(8,550	)
Income (loss) from continuing operations, net of income taxes			90,370			41,498			(4,135	)
Loss from discontinued operations, net of income taxes			(4,303	)		(9,360	)		(16,543	)
Gain (loss) on dispositions of discontinued operations, net of income taxes			4,453			2,367			(13,460	)
Net income (loss) before effect of accounting change			90,520			34,505			(34,138	)
Effect of accounting change, net of income tax			—			—			(117,800	)
Net income (loss)		$	90,520		$	34,505		$	(151,938	)
Basic earnings (loss) per share:
	Continuing operations	$	0.92		$	0.40		$	(0.03	)
	Discontinued operations		—			(0.07	)		(0.24	)
	Effect of accounting change, net of income tax		—			—			(0.94	)
	Net income (loss)	$	0.92		$	0.33		$	(1.21	)
Diluted earnings (loss) per share:
	Continuing operations	$	0.88		$	0.39		$	(0.03	)
	Discontinued operations		—			(0.07	)		(0.24	)
	Effect of accounting change, net of income tax		—			—			(0.94	)
	Net income (loss)	$	0.89		$	0.32		$	(1.21	)
Weighted-average common shares outstanding:
	Basic		98,212			103,687			125,439
	Diluted		102,278			107,259			125,439
Cash dividends per common share		$	0.28		$	0.28		$	0.28
Ratio of earnings to fixed charges(1)			4.1	x		3.1	x		—	(2)

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	As of
	December 31,		December 30,		December 29,
	2000		2001		2002
	(In thousands)
Balance Sheet Data:
Total assets	$	2,260,760	$	2,969,938	$	2,836,239
Short-term debt		185,411		125,984		191,491
Long-term debt		583,337		598,125		614,053
Stockholders’ equity		728,389		1,363,557		1,252,344
Common shares outstanding		99,548		124,188		125,854

(1)  Computed by dividing pre-tax income from continuing operations before income or loss of equity method investees and fixed charges by fixed charges. Fixed charges means the sum of the following:

•  interest expense,

•  amortized premiums, discounts and capitalized expenses related to indebtedness, and

•  an estimate of the interest within rental expense.

(2)  For the fiscal year ended December 29, 2002, we had a deficiency between earnings and fixed charges of $8.6 million.

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RISK FACTORS

      You should consider the following risk factors, in addition to the other information presented or incorporated by reference into this prospectus, in evaluating us, our business and your participation in the exchange offer.

Risks Related to the Exchange Offer

If you fail to exchange your old notes, they will continue to be restricted securities and may become less liquid.

      Because we anticipate that most holders of old notes will elect to exchange their old notes, we expect that the liquidity of the market for any old notes remaining after the completion of the exchange offer may be substantially limited. Any old note tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the old notes outstanding. Following the exchange offer, if you did not tender your old notes you generally will not have any further registration rights and your old notes will continue to be subject to transfer restrictions. Accordingly, the liquidity of the market for any old notes could be adversely affected.

      Old notes which you do not tender or we do not accept will, following the exchange offer, continue to be restricted securities. You may not offer or sell untendered old notes except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will issue new notes in exchange for the old notes pursuant to the exchange offer only following the satisfaction of procedures and conditions described elsewhere in this prospectus. These procedures and conditions include timely receipt by the exchange agent of the old notes and of a properly completed and duly executed letter of transmittal.

If we experience difficulty servicing our substantial debt, we may experience operating constraints, be less able to react to changing market and economic conditions and need to seek additional financing.

      Our substantial level of indebtedness increases the possibility that we may be unable to generate sufficient cash to pay the principal or interest in respect of our indebtedness, including the notes. We may also obtain additional long-term debt and working capital lines of credit to meet future financing needs, which would have the effect of increasing our total leverage.

      Our substantial leverage could have significant negative consequences, including:

•  increasing our vulnerability to adverse economic and industry conditions,

•  limiting our ability to obtain additional financing,

•  limiting our ability to acquire new products and technologies through acquisitions or licensing,

•  requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of our cash flow available for other purposes, including capital expenditures,

•  limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete, and

•  placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital resources.

      Our ability to satisfy our obligations, including debt service on the notes, and to reduce our total debt depends on our future operating performance and on economic, financial, competitive and other factors beyond our control. Our business may not generate sufficient cash flow to meet these obligations or to successfully execute our business strategy. If we are unable to service our debt and fund our business, we may be forced to reduce or delay capital expenditures, seek additional financing or equity capital,

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restructure or refinance our debt or sell assets. We may not be able to obtain additional financing or refinance existing debt or sell assets on terms acceptable to us or at all.

      We have a substantial amount of outstanding indebtedness. As of December 29, 2002, we had approximately $805.5 million in outstanding indebtedness, excluding obligations under our accounts receivable securitization facility. We also have a $100.0 million revolving credit facility. As of the date of this prospectus, we have not borrowed under this revolving credit facility. $315.0 million of our indebtedness bears interest at floating rates. As a result, our interest payment obligations on this indebtedness will increase if interest rates increase. An increase of approximately 10%, or 55 basis points, in interest rates applicable as of December 29, 2002 would increase our interest payments, and result in a corresponding additional pre-tax charge to our earnings, of approximately $1.7 million for the 2003 fiscal year.

Our debt agreements contain several restrictions that constrain our operational flexibility and may limit our ability to pay interest or principal on the notes.

      The indenture relating to the notes and our senior credit facility contain, and future debt instruments to which we may become subject may contain, restrictive covenants that limit our ability to engage in activities that could otherwise benefit our company, including restrictions on our ability and the ability of our subsidiaries to:

•  incur additional indebtedness,

•  pay dividends on, redeem or repurchase our capital stock,

•  make investments,

•  create certain liens,

•  sell assets,

•  in the case of our restricted subsidiaries, incur obligations that restrict their ability to make dividend or other payments to us,

•  in the case of our restricted subsidiaries, guarantee or secure indebtedness,

•  enter into transactions with affiliates,

•  create unrestricted subsidiaries, and

•  consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.

These limitations on our operational flexibility may limit our ability to pay interest or principal on the notes.

      We are also required to meet specified financial ratios under the terms of our senior credit facility. Our ability to comply with these financial restrictions and covenants is dependent on our future performance, which is subject to prevailing economic conditions and other factors, including factors that are beyond our control such as foreign exchange rates, interest rates, changes in technology and changes in the level of competition. Our failure to comply with any of these restrictions or covenants may result in an event of default under the applicable debt instrument, which could permit acceleration of the debt under that instrument and require us to prepay that debt before its scheduled due date. Also, an acceleration of the debt under our senior credit facility would trigger an event of default under the notes, and a default under the notes would trigger an event of default under the senior credit facility and possibly other debt incurred in the future. If an event of default occurs, we may not have sufficient funds available to make the required payments under our indebtedness. If we are unable to repay amounts owed under our senior credit facility, those lenders may be entitled to foreclose on and sell the collateral that secures our borrowings under that agreement. Our inability to repay amounts owed under our senior credit facility may also cause a default under other of our obligations including our accounts receivable securitization facility.

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If the holders of our secured debt foreclose on their collateral, we may not have sufficient assets to repay the notes.

      The notes and guarantees are not secured by any of our or our guarantors’ assets. If we become insolvent or are liquidated, or if payment of any secured indebtedness is accelerated, the holders of our secured indebtedness will be entitled to exercise the remedies available to secured lenders under applicable law, including the ability to foreclose on and sell the collateral for the indebtedness in order to satisfy the indebtedness. In that case, we may not have sufficient assets to repay the notes.

      Our indebtedness under our senior credit facility is secured by a perfected first priority security interest in:

•  the domestic equipment and inventory of PerkinElmer,

•  the domestic equipment and inventory of substantially all of our direct and indirect domestic subsidiaries, and

•  all of the capital stock of our direct and indirect subsidiaries, limited to 65% of our capital stock in the case of our foreign subsidiaries which are controlled foreign corporations.

In addition, a significant portion of our accounts receivable has been funded pursuant to our accounts receivable securitization facility and will not be available to satisfy our obligations to other creditors, including holders of the notes. We may also incur additional secured debt in the future.

Because your right to receive payment on the notes is junior to the rights of the holders of all of our indebtedness, if we are involved in bankruptcy or similar proceedings you may receive only a partial, or no, payment on the notes.

      The notes and guarantees are general unsecured obligations, junior in right of payment to all of our senior indebtedness and senior indebtedness of our guarantors, including indebtedness and guarantees under our senior credit facility, our zero coupon convertible debentures due 2020, our 6.8% notes due 2005 and all of our future borrowings, except any future indebtedness that expressly provides that it ranks equally with, or is subordinated in right of payment to, the notes. As a result, upon any distribution to our creditors in a bankruptcy, liquidation, reorganization or similar proceeding relating to us or our property, the holders of our senior indebtedness or senior indebtedness of any guarantor will be entitled to be paid in full in cash, or as otherwise agreed to by holders of senior indebtedness, before any payment may be made by us or any of the guarantors with respect to the notes and the guarantees.

      In the event that we are declared bankrupt, become insolvent or are liquidated, reorganized or involved in a similar proceeding, holders of the notes will participate with trade creditors and all other holders of our senior subordinated indebtedness in the assets remaining after we have paid all of the senior indebtedness. The indenture governing the notes requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of any remaining senior indebtedness instead. In any of these cases, if our assets are insufficient to pay all of our creditors, the holders of the notes will receive a proportional payment only if the holders of our senior indebtedness, including the lenders under our senior credit facility, are paid in full. We may not have sufficient assets after we make payments on our senior debt or senior debt of the guarantors to make any payments to the holders of the notes. In addition, events of default under our senior indebtedness would prohibit us and the guarantors from making any payments on the notes or the guarantees.

      As of December 29, 2002, we had outstanding an aggregate of $506.2 million of senior indebtedness. In addition, one of our nonguarantor subsidiaries is also a party to an accounts receivable securitization facility. Amounts outstanding under this accounts receivable facility are senior to the notes. As of December 29, 2002, this subsidiary had $29.0 million outstanding under this facility, which currently has $51.0 million of potential capacity. We and the guarantors are permitted to incur substantial additional indebtedness, including senior indebtedness, in the future under the terms of the indenture governing the notes and our senior credit facility.

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Because the notes are structurally subordinated to obligations of our nonguarantor subsidiaries, we may not have access to the assets of our nonguarantor subsidiaries to satisfy our obligations under the notes.

      Our subsidiaries that have not guaranteed the notes are separate and distinct legal entities and have no obligation to pay any amount due on the notes or to provide us with funds for our payment obligations, whether by dividends, distributions, loans or other payments. The indenture permits these nonguarantor subsidiaries to incur substantial additional indebtedness. The notes are effectively subordinated to claims of creditors, other than us, of our nonguarantor subsidiaries, including lessors, trade creditors, taxing authorities, creditors holding guarantees and tort claimants. In the event of a liquidation, reorganization or similar proceeding relating to a nonguarantor subsidiary, these persons generally will have priority as to the assets of that subsidiary over our claims and equity interest and, thereby indirectly, holders of our indebtedness, including the notes. In addition, even if we were a creditor of any of our nonguarantor subsidiaries, our right as a creditor would be subordinate to any security interest in the assets of the subsidiary and any debt of the subsidiary senior to that held by us. As of December 29, 2002, our nonguarantor subsidiaries had aggregate indebtedness of $1.8 million and $29.0 million was outstanding under our nonguarantor subsidiary’s accounts receivable securitization facility.

      None of our foreign subsidiaries are guarantors under the indenture governing the notes. In addition, some of our domestic subsidiaries, including our subsidiary that is a party to our accounts receivable securitization facility, are not guarantors under the indenture governing the notes. Our subsidiaries that are not guarantors represented approximately 51% of our sales for 2002 and approximately 37% of our consolidated total assets as of December 29, 2002. Future subsidiaries may not be required to guarantee the notes, including any future foreign subsidiaries. In addition, subsidiaries which are guarantors and any future guarantors may be released from their guarantees under circumstances described in this prospectus under the heading “Description of the New Notes.”

We may be unable to repurchase the notes following a change of control.

      Upon specified change of control events, each holder of notes may require us to repurchase all or a portion of its notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. Our failure to do so would constitute an event of default under the indenture governing the notes which could result in the acceleration of the maturity of the notes and all of our other outstanding debt. These change of control events will also constitute a default under our senior credit facility. Moreover, the senior credit facility restricts, and future indebtedness we incur may restrict, our ability to repurchase the notes, including following a change of control. The outstanding zero coupon convertible debentures also require us to offer to repurchase those securities upon a change of control, although as of March 24, 2003, we had $154.3 million remaining in an escrow account to retire substantially all of those securities. Our zero coupon convertible debentures rank senior to the notes. As a result, following a change of control, we would not be able to repurchase notes unless we repaid all indebtedness outstanding under our senior credit facility, all of our zero coupon convertible debentures remaining outstanding following the depletion of the escrow account to repurchase those securities and all of our other indebtedness that contained similar provisions, or obtained a waiver from the holders of the indebtedness to permit us to repurchase the notes. We may be unable to pay all of that indebtedness or obtain a waiver of that type. In addition, if we fail to repay the indebtedness or obtain a waiver, the subordination provisions applicable to the notes would restrict our ability to repurchase the notes. Any requirement to offer to repurchase outstanding notes may therefore require us to refinance our other outstanding debt, which we may not be able to do. Any refinancing might not be available on terms favorable to us or at all. These repurchase requirements may also delay or make it harder for others to obtain control of us.

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If no public market develops for the notes, you may not be able to resell your notes.

      There has been no public market for any of the notes. Despite our registration of the issuance of the new notes that we are offering in the exchange offer:

•  a public market for the notes may not develop,

•  any public market that does develop may not offer sufficient liquidity for you to sell your notes,

•  you may not otherwise be able to sell your notes, and

•  the price at which you may be able to sell your notes, if any, may be substantially less than the price you paid for the notes, depending on many factors, including prevailing interest rates, the market for similar notes and our financial performance.

      The initial purchasers of the old notes are not obligated to make a market in the notes and may discontinue any market-making at any time at their sole discretion. We do not intend to apply for listing of the notes on any securities exchange.

If the guarantees are voided under applicable law, they may not be enforceable.

      Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it occurred the indebtedness evidenced by its guarantee:

•  received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee,

•  was insolvent or rendered insolvent by reason of such incurrence,

•  was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital, or

•  intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee under any of these circumstances could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of us or the guarantor.

      The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•  the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets,

•  the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature, or

•  it could not pay its debts as they become due.

      As a result of the above principles, the guarantees of the notes may not be enforceable.

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Risks Related to Our Business

Our operating results may continue to be harmed by cyclical downturns affecting several of the industries into which we sell our products.

      Some of the industries and markets into which we sell our products are cyclical. Industry downturns often are characterized by reduced product demand, excess manufacturing capacity and erosion of average selling prices and profits. Significant downturns in our customers’ markets and in general economic conditions have resulted in a reduced demand for several of our products and have hurt our operating results. For example, during 2002, our operating results were adversely affected by downturns in many of the markets we serve, including the pharmaceutical, biomedical, semiconductor and aerospace markets. Current economic conditions have caused a decrease in capital spending by many of our customers, which in turn has adversely affected our sales and business. These trends are continuing in 2003.

If we do not introduce new products in a timely manner, our products could become obsolete and our operating results would suffer.

      We sell many of our products in industries characterized by rapid technological changes, frequent new product and service introductions and evolving industry standards. Without the timely introduction of new products and enhancements, our products could become technologically obsolete over time, in which case our sales and operating results would suffer. The success of our new product offerings will depend upon several factors, including our ability to:

•  accurately anticipate customer needs,

•  innovate and develop new technologies and applications,

•  successfully commercialize new technologies in a timely manner,

•  price our products competitively and manufacture and deliver our products in sufficient volumes and on time, and

•  differentiate our offerings from our competitors’ offerings.

      Many of our products are used by our customers to develop, test and manufacture their products. Therefore, we must anticipate industry trends and develop products in advance of the commercialization of our customers’ products. In developing new products, we may be required to make significant investments before we can determine the commercial viability of the new product. If we fail to accurately foresee our customers’ needs and future activities, we may invest heavily in research, and development of products that do not lead to significant sales.

      In addition, some of our licensed technology is subject to contractual restrictions, which may limit our ability to develop or commercialize products for some applications. For example, some of our license agreements are limited to the field of life sciences research, and exclude clinical diagnostics applications.

Economic, political and other risks associated with foreign operations could adversely affect our international sales.

      Because we sell our products worldwide, our businesses are subject to risks associated with doing business internationally. Our sales originating outside the United States represented 52% of our total sales in the fiscal year ended December 29, 2002. We anticipate that sales from international operations will continue to represent a substantial portion of our total sales. In addition, many of our manufacturing facilities, employees and suppliers are located outside the United States. Accordingly, our future results could be harmed by a variety of factors, including:

•  changes in foreign currency exchange rates,

•  changes in a country’s or region’s political or economic conditions, particularly in developing or emerging markets,

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•  longer payment cycles of foreign customers and difficulty of collecting receivables in foreign jurisdictions,

•  trade protection measures and import or export licensing requirements,

•  differing tax laws and changes in those laws,

•  difficulty in staffing and managing widespread operations,

•  differing labor laws and changes in those laws,

•  differing protection of intellectual property and changes in that protection, and

•  differing regulatory requirements and changes in those requirements.

Our quarterly operating results are subject to significant fluctuation, and we may not be able to adjust our operations to effectively address changes we do not anticipate.

      Given the nature of the markets in which we participate, we cannot reliably predict future sales and profitability. Changes in competitive, market and economic conditions may require us to adjust our operations, and we can offer no assurance of our ability to make such adjustments or to make them quickly enough to adapt to changing conditions. A high proportion of our costs are fixed, due in part to our significant sales, research and development and manufacturing costs. Thus, small declines in sales could disproportionately affect our operating results in a quarter. Factors that may affect our quarterly operating results include:

•  demand for and market acceptance of our products,

•  competitive pressures resulting in lower selling prices,

•  adverse changes in the level of economic activity in regions in which we do business,

•  adverse changes in industries, such as pharmaceutical, biomedical, semiconductors and aerospace, on which we are particularly dependent,

•  changes in the portions of our sales represented by our various products and customers,

•  delays or problems in the introduction of new products,

•  our competitors’ announcement or introduction of new products, services or technological innovations,

•  increased costs of raw materials or supplies, and

•  changes in the volume or timing of product orders.

We may not be able to successfully execute acquisitions or license technologies, integrate acquired businesses or licensed technologies into our existing business or make acquired businesses or licensed technologies profitable.

      We have in the past, and may in the future, supplement our internal growth by acquiring businesses and licensing technologies that complement or augment our existing product lines, such as our acquisition of Packard BioScience Company in November 2001. We may be unable to identify or complete promising acquisitions or license transactions for many reasons, including:

•  competition among buyers and licensees,

•  the need for regulatory and other approvals,

•  our inability to raise capital to fund these acquisitions,

•  the high valuations of businesses and technologies, and

•  restrictions in the instruments governing our indebtedness, including the indenture governing the notes and our new senior credit facility.

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      Some of the businesses we may seek to acquire may be unprofitable or marginally profitable. Accordingly, the earnings or losses of acquired businesses may dilute our earnings. For these acquired businesses to achieve acceptable levels of profitability, we must improve their management, operations, products and market penetration. We may not be successful in this regard and may encounter other difficulties in integrating acquired businesses into our existing operations.

      To finance our acquisitions, we may have to raise additional funds, either through public or private financings. We may be unable to obtain such funds or may be able to do so only on terms unacceptable to us.

If we do not successfully integrate our Life Sciences and Analytical Instruments business units, we may not achieve the benefits we anticipate we will derive from the combination of these businesses.

      In the fourth quarter of 2002, we announced the combination of our Life Sciences and Analytical Instruments business units into a new integrated business named Life and Analytical Sciences, representing 66% of our total sales for 2002. This combination is subject to various integration risks, and the integration of these two business units may not achieve the benefits we anticipate it will achieve. As a result of the combination, we may experience a loss of productivity, sales and key personnel. In addition, the information technology systems of the two businesses may not be fully compatible. If any of these potential difficulties were to occur and persist, the business results of our Life Sciences and Analytical Instruments reporting segments could suffer.

      We are targeting annualized cost savings from the combination of our Life Sciences and Analytical Instruments businesses of between $30.0 million and $45.0 million. Because we anticipate that the benefits of the combination of these businesses will not be fully realized until 2004, we are targeting cost savings of between $12.0 million and $25.0 million in 2003. While we believe these cost savings to be reasonable, they are estimates that are inherently difficult to predict and are necessarily speculative in nature. In addition, unforeseen factors may offset some or all of the estimated cost savings or other benefits from the integration. As a result, our actual cost savings, if any, could differ or be delayed, compared to our estimates.

Our loss of licenses may require us to stop selling products or lose competitive advantage.

      We may not be able to renew our existing licenses or licenses we may obtain in the future on terms acceptable to us, or at all. If we lose the rights to a patented or other proprietary technology, we may need to stop selling products incorporating that technology and possibly other products, redesign our products or lose a competitive advantage. Potential competitors could in-license technologies that we fail to license and potentially erode our market share.

      Our licenses typically subject us to various economic and commercialization obligations. If we fail to comply with these obligations we could lose important rights under a license, such as the right to exclusivity in a market. In some cases, we could lose all rights under the license. In addition, rights granted under the license could be lost for reasons out of our control. For example, the licensor could lose patent protection for a number of reasons, including invalidity of the licensed patent, or a third party could obtain a patent that curtails our freedom to operate under one or more licenses.

If we do not compete effectively, our business will be harmed.

      We encounter aggressive competition from numerous competitors in many areas of our business. We may not be able to compete effectively with all of these competitors. To remain competitive, we must develop new products and periodically enhance our existing products. We anticipate that we may also have to adjust the prices of many of our products to stay competitive. In addition, new competitors, technologies or market trends may emerge to threaten or reduce the value of entire product lines.

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If we fail to maintain satisfactory compliance with the regulations of the United States Food and Drug Administration and other governmental agencies, we may be forced to recall products and cease their manufacture and distribution, and we could be subject to civil or criminal penalties.

      Some of the products produced by our Life and Analytical Sciences business unit are subject to regulation by the United States Food and Drug Administration and similar international agencies. In addition, some of the activities of our Fluid Sciences business unit are subject to regulation by the United States Federal Aviation Administration. These regulations govern a wide variety of product activities, from design and development to labeling, manufacturing, promotion, sales, resales and distribution. If we fail to comply with those regulations or those of similar international agencies, we may have to recall products and cease their manufacture and distribution. In addition, we could be subject to fines or criminal prosecution.

Changes in governmental regulations may reduce demand for our products or increase our expenses.

      We compete in markets in which we or our customers must comply with federal, state, local and foreign regulations, such as environmental, health and safety and food and drug regulations. We develop, configure and market our products to meet customer needs created by these regulations. Any significant change in these regulations could reduce demand for our products or increase our costs of producing these products.

Obtaining and enforcing patent protection for our proprietary products, processes and technologies may be difficult and expensive; we may infringe intellectual property rights of third parties.

      Patent and trade secret protection is important to us because developing and marketing new technologies and products is time-consuming and expensive. We own many United States and foreign patents and intend to apply for additional patents to cover our products. We may not obtain issued patents from any pending or future patent applications owned by or licensed to us. The claims allowed under any issued patents may not be broad enough to protect our technology.

Third parties may seek to challenge, invalidate or circumvent issued patents owned by or licensed to us or claim that our products and operations infringe their patent or other intellectual property rights.

      In addition to our patents, we possess an array of unpatented proprietary technology and know-how and we license intellectual property rights to and from third parties. The measures that we employ to protect this technology and these rights may not be adequate. Moreover, in some cases, the licensor can terminate a license or convert it to a non-exclusive arrangement if we fail to meet specified performance targets.

      We may incur significant expense in any legal proceedings to protect our proprietary rights or to defend infringement claims by third parties. In addition, claims of third parties against us could result in awards of substantial damages or court orders that could effectively prevent us from manufacturing, using, importing or selling our products in the United States or abroad.

If we fail to realize the full value of our intangible assets, our results of operations will be adversely affected.

      As of December 29, 2002, our total assets included approximately $1.4 billion of net intangible assets. Net intangible assets consist principally of goodwill associated with acquisitions and costs associated with securing patent rights, trademark rights and technology licenses, net of accumulated amortization. These assets have historically been amortized on a straight-line basis over their estimated useful lives. In connection with our adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” we discontinued the amortization of goodwill and indefinite lived intangible assets beginning in fiscal 2002. Instead, we test these items, at a minimum, on an annual basis for potential impairment by comparing the carrying value to the fair market value of the reporting unit to which they are assigned.

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      During the second quarter of 2002, we completed our transitional implementation of the impairment testing provisions of SFAS No. 142, which resulted in a $117.8 million before-and-after-tax charge for goodwill associated with our lighting business. In accordance with the provisions of SFAS No. 142, we took this charge as the effect of an accounting change as of the beginning of fiscal 2002.

      Future impairment testing may result in additional intangible asset write-offs, which could adversely affect our results of operations.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus and the documents that we incorporate by reference into this prospectus contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about our company, the industries in which we operate and other matters, as well as management’s beliefs and assumptions and other statements regarding matters that are not historical facts. These statements include, in particular, statements about our plans, strategies, prospects, charges and cost savings under the following headings used in this prospectus and the documents we incorporate by reference into this prospectus: “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” For example, when we use words such as “projects,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “should,” “would,” “could” or “may,” variations of such words or other words that convey uncertainty of future events or outcome, we are making forward-looking statements. Our forward-looking statements are subject to risks and uncertainties. You should note that many important factors, some of which are discussed elsewhere in this prospectus or in the documents that we incorporate by reference into this prospectus, could affect us in the future and could cause results to differ materially from those expressed in our forward-looking statements. For a discussion of some of these factors, please read carefully the information in the section of this prospectus entitled “Risk Factors.” Except as otherwise required by law, we do not undertake any obligation to update forward-looking statements made by us.

USE OF PROCEEDS

      We will not receive any proceeds from the exchange offer. In consideration for issuing the new notes, we will receive old notes from you in like principal amount. The old notes surrendered in exchange for the new notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the new notes will not result in any change in our indebtedness.

      We issued and sold the old notes for an aggregate purchase price of $297.5 million in December 2002. Also in December 2002, we entered into a $315.0 million term loan as part of a new senior credit facility. These two transactions were part of a series of related debt refinancing transactions we conducted in December 2002. We used the proceeds from these transactions as follows:

•  Zero Coupon Convertible Debentures. We repurchased $205.6 million in aggregate accreted amount of our zero coupon debentures due August 2020 in a cash tender offer. The zero coupon convertible debentures were originally priced with a yield to maturity of 3.5%. Holders of the tendered zero coupon convertible debentures had the right to require us to repurchase some or all of the zero coupon convertible debentures on August 7, 2003, or at any time upon specified changes of control, at a repurchase price equal to the initial issue price to the public plus the accrued original issue discount through the date of the repurchase. Holders of zero coupon convertible debentures remaining outstanding also have that right. On or after August 7, 2003, we may redeem some or all of our remaining zero coupon convertible debentures at a redemption price equal to the issue price plus the accrued original issue discount through the redemption date. Pursuant to the terms of our senior credit facility, on December 29, 2002, we deposited $186.5 million in escrow to retire substantially all of the zero coupon convertible debentures outstanding following the tender offer. Between December 29, 2002 and the date of this prospectus we repurchased $32.5 million in

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	aggregate accreted amount of our zero coupon convertible debentures using funds held in the escrow.
•	6.8% Notes. We repurchased $110.3 million of our 6.8% notes due October 2005 in a cash tender offer.
•	Prior Credit Facility. We repaid $60.3 million outstanding under our prior unsecured revolving credit facility expiring in March 2006. At the time of this repayment, amounts outstanding under our prior revolving credit facility accrued interest at a rate of 3.14% per annum.
•	Operating Lease. We repaid $30.0 million in satisfaction of all of our obligations under our Fremont, California operating lease. The operating lease terminated in December 2002. Our obligations under the lease carried an imputed interest obligation of 3.73% per annum.

We used the remainder of the proceeds from the sale of the old notes and the term loan to pay the fees and costs associated with the transactions described above and to provide for our working capital needs.

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CAPITALIZATION

      The following table shows our consolidated cash and cash equivalents and capitalization as of December 29, 2002. The exchange offer will have no effect on our outstanding indebtedness. The old notes surrendered in exchange for the new notes in the exchange offer will be retired and cancelled and cannot be reissued. You should read the capitalization table below in conjunction with our consolidated financial statements and the related notes to those consolidated financial statements that we have included elsewhere in this prospectus.

			As of
			December 29,
			2002
			(In thousands)
Cash and cash equivalents(1)			$	317,098
Total debt:
	Senior credit facility — term loan due December 2008			315,000
	Senior credit facility — revolving credit(2)			—
	8 7/8% senior subordinated notes due 2013			297,522
	6.8% notes due 2005			4,681
	Zero coupon convertible debentures due 2020			186,483
	Other debt(3)			1,858
		Total debt		805,544
Stockholders’ equity:
	Preferred stock — $1 par value, authorized 1,000,000 shares; none issued or outstanding actual and as adjusted			—
	Common stock — $1 par value, authorized 300,000,000 shares; issued 145,101,000 shares, outstanding 125,854,000 shares			145,101
	Capital in excess of par value			679,929
	Unearned compensation			(5,890	)
	Retained earnings			655,066
	Accumulated other comprehensive loss			(31,865	)
	Cost of shares held in treasury — 19,247,000 shares			(189,997	)
		Total stockholders’ equity		1,252,344
Total capitalization			$	2,057,888

(1)	Includes $186.5 million of restricted cash held in escrow. These funds may be released only in order to allow us to repurchase our outstanding zero coupon convertible debentures.
(2)	We have a $100.0 million revolving credit facility available to us on a revolving basis through December 2007. As of December 29, 2002 we had no indebtedness outstanding under the revolving credit facility.
(3)	Represents borrowings on our draft facilities linked to depository accounts for some of our subsidiaries.

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SELECTED CONSOLIDATED FINANCIAL DATA

      We derived the selected consolidated financial data shown below for the fiscal years ended January 3, 1999, January 2, 2000, December 31, 2000, December 30, 2001 and December 29, 2002 from our consolidated financial statements. We derived the selected consolidated data for each of the fiscal years in the three-year period ended December 29, 2002 and as of December 30, 2001 and December 29, 2002 from our consolidated financial statements, which we have included elsewhere in this prospectus. Deloitte & Touche LLP, our independent auditors, have audited our financial statements for and as of the end of each of the fiscal years in the three-year period ended December 29, 2002. We derived the selected consolidated financial data for each of the fiscal years in the two-year period ended January 2, 2000 and as of January 3, 1999, January 2, 2000 and December 31, 2000 from our consolidated financial statements, which we have not included or incorporated by reference in this prospectus. Our financial statements for and as of the end of each of the fiscal years in the two-year period ended January 2, 2000 were audited by Arthur Andersen LLP, our previous independent public accountants, who have since ceased operations. We adjusted, where appropriate, the selected consolidated financial data for and as of the end of each of the fiscal years in the two-year period ended January 2, 2000 to account for the results of our Telecommunications Component and Entertainment Lighting businesses as discontinued operations.

      Our historical financial information may not be indicative of our results of operations or financial position to be expected in the future.

      The selected consolidated financial data should be read together with our consolidated financial statements and the related notes to those financial statements, which we have included elsewhere in this prospectus, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” which we have incorporated by reference into this prospectus.

		Fiscal Year Ended
		January 3,		January 2,		December 31,			December 30,			December 29,
		1999		2000		2000			2001			2002
		(In thousands, except per share data)
Income Statement and Other Data:
Sales		$	777,682	$	1,248,178	$	1,537,982		$	1,525,339		$	1,504,981
Operating income			114,785		59,624		179,858			129,715			24,318
Other expense, net			825		15,176		33,113			29,165			32,868
Income (loss) from continuing operations before taxes			113,960		44,448		146,745			100,550			(8,550	)
Income (loss) from continuing operations, net of income taxes			78,391		26,854		90,370			41,498			(4,135	)
Income (loss) from discontinued operations, net of income taxes			23,611		17,182		(4,303	)		(9,360	)		(16,543	)
Gain (loss) on dispositions of discontinued operations, net of income taxes			—		110,280		4,453			2,367			(13,460	)
Net income (loss) before effect of accounting change			102,002		154,316		90,520			34,505			(34,138	)
Effect of accounting change, net of income tax			—		—		—			—			(117,800	)
Net income (loss)		$	102,002	$	154,316	$	90,520		$	34,505		$	(151,938	)
Basic earnings (loss) per share:
	Continuing operations	$	0.86	$	0.29	$	0.92		$	0.40		$	(0.03	)
	Discontinued operations		0.26		1.40		—			(0.07	)		(0.24	)
	Effect of accounting change, net of income tax		—		—		—			—			(0.94	)
	Net income (loss)	$	1.13	$	1.69	$	0.92		$	0.33		$	(1.21	)

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		Fiscal Year Ended
		January 3,			January 2,			December 31,			December 30,			December 29,
		1999			2000			2000			2001			2002
		(In thousands, except per share data)
Diluted earnings (loss) per share:
	Continuing operations	$	0.85		$	0.29		$	0.88		$	0.39		$	(0.03	)
	Discontinued operations		0.26			1.37			—			(0.07	)		(0.24	)
	Effect of accounting change, net of income tax		—			—			—			—			(0.94	)
	Net income (loss)	$	1.11		$	1.66		$	0.89		$	0.32		$	(1.21	)
Weighted-average common shares outstanding:
	Basic		90,644			91,044			98,212			103,687			125,439
	Diluted		91,768			93,138			102,278			107,259			125,439
Cash dividends per common share		$	0.28		$	0.28		$	0.28		$	0.28		$	0.28
Ratio of earnings to fixed charges(1)			9.5	x		2.4	x		4.1	x		3.1	x		—	(2)

	As of
	January 3,		January 2,		December 31,		December 30,		December 29,
	1999		2000		2000		2001		2002
	(In thousands)
Balance Sheet Data:
Total assets	$	1,103,351	$	1,715,625	$	2,260,760	$	2,969,938	$	2,836,239
Short-term debt		157,888		382,162		185,411		125,984		191,491
Long-term debt		129,835		114,855		583,337		598,125		614,053
Stockholders’ equity		399,667		550,776		728,389		1,363,557		1,252,344
Common shares outstanding		89,492		92,732		99,548		124,188		125,854

(1)  Computed by dividing pre-tax income from continuing operations before income or loss of equity method investees and fixed charges by fixed charges. Fixed charges means the sum of the following:

•  interest expense,

•  amortized premiums, discounts and capitalized expenses related to indebtedness, and

•  an estimate of the interest within rental expense.

(2)  For the fiscal year ended December 29, 2002, we had a deficiency between earnings and fixed charges of $8.6 million.

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THE EXCHANGE OFFER

Purpose and Effect of Exchange Offer; Registration Rights

      We sold the old notes on December 26, 2002 in an unregistered private placement to a group of investment banks that served as the initial purchasers. Following this sale, the initial purchasers then resold the old notes under an offering memorandum dated December 13, 2002 in reliance on Rule 144A and Regulation S under the Securities Act.

      As part of this private placement, we entered into a registration rights agreement with the initial purchasers on December 26, 2002. Under the registration rights agreement, we agreed to file the registration statement of which this prospectus forms a part relating to our offer to exchange the old notes for new notes in an offering registered under the Securities Act. We also agreed to:

•  use our reasonable best efforts to file with the SEC the exchange offer registration statement with respect to our offer to exchange the notes by April 10, 2003,

•  use our reasonable best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act by July 9, 2003,

•  use our reasonable best efforts to keep the exchange offer registration statement effective until the completion of our offer to exchange the notes, and

•  use our reasonable best efforts to cause our offer to exchange the notes to be completed by August 23, 2003.

      Under the circumstances described below, we also agreed to use our reasonable best efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the old notes. We agreed to keep the shelf registration statement effective until the earlier of the date on which all the old notes covered by the shelf registration statement are sold or the date on which old notes covered by the shelf registration statement held by persons other than our affiliates may be sold under Rule 144(k) of the Securities Act. These circumstances include:

•  if any changes in law or the applicable interpretations of the staff of the SEC do not permit us to effect our offer to exchange the old notes for new notes,

•  if for any other reason the exchange offer registration statement is not declared effective by July 9, 2003 or if our offer to exchange the notes is not completed by August 23, 2003,

•  upon the request of any initial purchaser with respect to old notes held by the initial purchaser that are not eligible to be exchanged for new notes in the exchange offer or which are exchanged in the exchange offer for new notes that are not freely tradeable, or

•  if a holder of old notes is not permitted by applicable law to participate in the exchange offer or elects to participate in the exchange offer but does not receive fully tradable new notes pursuant to the exchange offer.

      If we fail to comply with specified obligations under the registration rights agreement, we must pay liquidated damages to the holders of the notes.

      By participating in the exchange offer, holders of the old notes will receive new notes that are freely tradeable and not subject to restrictions on transfer, subject to the exceptions described below under “— Resale of New Notes.”

Resale of New Notes

      We believe that the new notes issued in exchange for the old notes may be offered for resale, resold and otherwise transferred by any new note holder without compliance with the registration and prospectus delivery provisions of the Securities Act if the conditions set forth below are met. We base this belief solely on interpretations of the federal securities laws by the SEC set forth in several no-action letters

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issued to third parties unrelated to us. A no-action letter is a letter from the SEC responding to a request for its views as to whether a particular matter complies with the federal securities laws or whether the SEC would refer the matter to the SEC’s enforcement division for action. We have not obtained, and do not intend to obtain, our own no-action letter from the SEC regarding the resale of the new notes. Instead, holders of notes will be relying on the no-action letters that the SEC has issued to third parties in circumstances that we believe are similar to ours. Based on these no-action letters, the following conditions must be met:

•  the holder must acquire the new notes in the ordinary course of its business,

•  the holder must have no arrangement or understanding with any person to participate in the distribution of the new notes within the meaning of the Securities Act, and

•  the holder must not be an “affiliate,” as defined in Rule 405 of the Securities Act, of ours.

Each holder of old notes that wishes to exchange old notes for new notes in the exchange offer must represent to us that it satisfies all of the above listed conditions. Any holder who tenders in the exchange offer who does not satisfy all of the above listed conditions:

•  cannot rely on the position of the SEC set forth in the no-action letters referred to above, and

•  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the new notes.

      The SEC considers broker-dealers that acquired old notes directly from us, but not as a result of market-making activities or other trading activities, to be making a distribution of the new notes if they participate in the exchange offer. Consequently, these holders must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the new notes.

      Each broker-dealer that receives new notes for its own account in exchange for old notes acquired by such broker-dealer as a result of market-making activities or other trading activities must deliver a prospectus in connection with a resale of the new notes and provide us with a signed acknowledgement of this obligation. A broker-dealer may use this prospectus, as amended or supplemented from time to time, in connection with resales of new notes received in exchange for old notes where the broker-dealer acquired the old notes as a result of market-making activities or other trading activities. The letter of transmittal states that by acknowledging and delivering a prospectus, a broker-dealer will not be considered to admit that it is an “underwriter” within the meaning of the Securities Act. We have agreed that for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus available to broker-dealers for use in connection with any such resale of the new notes.

      Except as described in the prior paragraph, holders may not use this prospectus for an offer to resell, for the resale of or for any other retransfer of new notes.

Terms of the Exchange

      Upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, which we refer to together in this prospectus as the “exchange offer,” we will accept any and all old notes validly tendered and not withdrawn prior to 5:00 p.m., Eastern time, on the expiration date. The date of acceptance for exchange of the old notes, and completion of the exchange offer, is the exchange date, which will be the first business day following the expiration date, unless extended as described in this prospectus. We will issue, on or promptly after the exchange date, an aggregate principal amount of up to $300 million of new notes for a like principal amount of outstanding old notes tendered and accepted in connection with the exchange offer. The new notes issued in connection with the exchange offer will be delivered promptly following the exchange date. Holders may tender some or all of their old notes in connection with the exchange offer, but only in integral multiples of $1,000. The exchange offer is not conditioned upon any minimum amount of old notes being tendered for exchange.

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      The terms of the new notes are identical in all material respects to the terms of the old notes, except that:

•  we have registered the new notes under the Securities Act and therefore these notes will not bear legends restricting their transfer, and

•  specified rights under the registration rights agreement, including the provisions providing for payment of liquidated damages in specified circumstances relating to the exchange offer, will be limited or eliminated.

      The new notes will evidence the same debt as the old notes. The new notes will be issued under the same indenture and entitled to the same benefits under that indenture as the old notes being exchanged. As of the date of this prospectus, $300 million in aggregate principal amount of the old notes were outstanding. Old notes accepted for exchange will be retired and cancelled and not reissued.

      In connection with the issuance of the old notes, we arranged for the old notes originally purchased by qualified institutional buyers and those sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of The Depository Trust Company, or DTC, acting as depositary. Except as described under “Description of the New Notes — Book-Entry Delivery and Form,” we will issue the new notes in the form of a global note registered in the name of DTC or its nominee and each beneficial owner’s interest in it will be transferable in book-entry form through DTC.

      Holders of old notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC.

      We shall be considered to have accepted validly tendered old notes if and when we have given oral or written notice to that effect to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the new notes from us.

      If we do not accept any tendered old notes for exchange because of an invalid tender, the occurrence of the other events described in this prospectus or otherwise, we will return these old notes, without expense, to the tendering holder promptly after the expiration date of the exchange offer.

      Holders who tender old notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on exchange of old notes in connection with the exchange offer. We will pay all charges and expenses, other than the applicable taxes described in the section “— Fees and Expenses” below, in connection with the exchange offer.

      If we successfully complete the exchange offer, any old notes which holders do not tender or which we do not accept in the exchange offer will remain outstanding and continue to accrue interest. The holders of old notes after the exchange offer in general will not have further rights under the registration rights agreement, including registration rights and any rights to liquidated damages. Holders of old notes wishing to transfer their old notes would have to rely on exemptions from the registration requirements of the Securities Act.

Expiration Date; Extensions; Amendments

      The expiration date for the exchange offer is 5:00 p.m., Eastern time, on                     , 2003. We may extend this expiration date in our sole discretion, but in no event to a date later than                     , 2003. If we so extend the expiration date, the term “expiration date” shall mean the latest date and time to which we extend the exchange offer.

      We reserve the right, in our sole discretion:

•  to delay accepting any old notes,

•  to extend the exchange offer,

25

•  to terminate the exchange offer if, in our sole judgment, any of the conditions described below are not satisfied, or

•  to amend the terms of the exchange offer in any manner.

      We will give oral or written notice of any delay, extension or termination to the exchange agent. In addition, we will give, as promptly as practicable, oral or written notice regarding any delay in acceptance, extension or termination of the offer to the registered holders of old notes. If we amend the exchange offer in a manner that we determine to constitute a material change, or if we waive a material condition, we will promptly disclose the amendment or waiver in a manner reasonably calculated to inform the holders of old notes of the amendment, and extend the offer if required by law.

      Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination, amendment or waiver regarding the exchange offer, we shall have no obligation to publish, advertise or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

Interest on the New Notes

      Interest on the new notes will accrue at the rate of 8 7/8% per annum on the principal amount, payable semiannually in arrears on January 15 and July 15, commencing on July 15, 2003. In order to avoid duplicative payment of interest, all interest accrued on old notes that are accepted for exchange before July 15, 2003 will be superseded by the interest that is deemed to have accrued on the new notes from December 26, 2002 through the date of the exchange.

Conditions to the Exchange Offer

      Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange new notes for, any old notes and we may terminate the exchange offer as provided in this prospectus before the acceptance of the old notes, if:

•  the exchange offer, or the making of any exchange by a holder, violates, in our reasonable judgment, any applicable law, rule or regulation or any applicable interpretation of the staff of the SEC,

•  any action or proceeding shall have been instituted or threatened with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer, or

•  we have not obtained any governmental approval which we, in our reasonable judgment, consider necessary for the completion of the exchange offer as contemplated by this prospectus.

      The conditions listed above are for our sole benefit and we may assert them regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our sole discretion in whole or in part at any time prior to the expiration of the exchange offer, except for waivers of government approvals which we may make after the expiration of the exchange offer. A failure on our part to exercise any of the above rights will not constitute a waiver of that right, and that right will be considered an ongoing right which we may assert at any time and from time to time.

      If we determine in our sole discretion that any of the events listed above has occurred, we may, subject to applicable law:

•  refuse to accept any old notes and return all tendered old notes to the tendering holders,

•  extend the exchange offer and retain all old notes tendered before the expiration of the exchange offer, subject, however, to the rights of holders to withdraw these old notes, or

•  waive unsatisfied conditions relating to the exchange offer and accept all properly tendered old notes which have not been withdrawn.

Any determination by us concerning the above events will be final and binding.

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      In addition, we reserve the right in our sole discretion to:

•  purchase or make offers for any old notes that remain outstanding subsequent to the expiration date, and

•  to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions or otherwise.

The terms of any such purchases or offers may differ from the terms of the exchange offer.

Procedures for Tendering

      Except in limited circumstances, only a DTC participant listed on a DTC securities position listing with respect to the old notes may tender old notes in the exchange offer. To tender old notes in the exchange offer, holders of old notes that are DTC participants may follow the procedures for book-entry transfer as set forth below under “— Book-Entry Transfer” and in the letter of transmittal.

      In addition, you must comply with one of the following:

•  the exchange agent must receive, before expiration of the exchange offer, a timely confirmation of book-entry transfer of old notes into the exchange agent’s account at DTC according to DTC’s standard operating procedures for electronic tenders and a properly transmitted agent’s message as described below, or

•  the exchange agent must receive any corresponding certificate or certificates representing old notes along with the letter of transmittal, or

•  the holder must comply with the guaranteed delivery procedures described below.

      The tender by a holder of old notes will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. If less than all the old notes held by a holder are tendered, the tendering holder should fill in the amount of old notes being tendered in the specified box on the letter of transmittal. The entire amount of old notes delivered or transferred to the exchange agent will be deemed to have been tendered unless otherwise indicated.

      The method of delivery of old notes, the letter of transmittal and all other required documents or transmission of an agent’s message, as described under “— Book-Entry Transfer,” to the exchange agent is at the election and risk of the holder. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure timely delivery to the exchange agent prior to the expiration of the exchange offer. No letter of transmittal or old notes should be sent to us or DTC. Delivery of documents to DTC in accordance with its procedures will not constitute delivery to the exchange agent.

      Any beneficial holder whose old notes are registered in the name of his or its broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on its behalf. If the beneficial holder wishes to tender on its own behalf, the beneficial holder must, prior to completing and executing the letter of transmittal and delivering its old notes, either:

•  make appropriate arrangements to register ownership of the old notes in the holder’s name, or

•  obtain a properly completed bond power from the registered holder.

      The transfer of record ownership may take considerable time and may not be completed prior to the expiration date.

      Signatures on a letter of transmittal or a notice of withdrawal, as described in “— Withdrawal of Tenders” below, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office

27

or correspondent in the United States or an “eligible guarantor institution,” within the meaning of Rule 17Ad-15 under the Exchange Act, which we refer to in this prospectus as an “eligible institution,” unless the old notes are tendered:

•  by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal, or

•  for the account of an eligible institution.

      If the letter of transmittal is signed by a person other than the registered holder of any old notes listed therein, the old notes must be endorsed or accompanied by appropriate bond powers which authorize the person to tender the old notes on behalf of the registered holder, in either case signed as the name of the registered holder or holders appears on the old notes. If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing and, unless waived by us, they should submit evidence satisfactory to us of their authority to so act with the letter of transmittal.

      We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, and acceptance and withdrawal of tendered old notes. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes whose acceptance by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to any particular old notes either before or after the expiration date. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, holders must cure any defects or irregularities in connection with tenders of old notes within a period we will determine. Although we intend to request the exchange agent to notify holders of defects or irregularities relating to tenders of old notes, neither we, the exchange agent nor any other person will have any duty or incur any liability for failure to give this notification. We will not consider tenders of old notes to have been made until these defects or irregularities have been cured or waived. The exchange agent will return any old notes that are not properly tendered and as to which the defects or irregularities have not been cured or waived to the tendering holders, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

      In addition, we reserve the right, as set forth above under the caption “— Conditions to the Exchange Offer,” to terminate the exchange offer.

      By tendering, each holder represents to us, among other things, that:

•  the holder acquired new notes pursuant to the exchange offer in the ordinary course of its business,

•  the holder has no arrangement or understanding with any person to participate in the distribution of the new notes within the meaning of the Securities Act, and

•  the holder is not our “affiliate,” as defined in Rule 405 under the Securities Act.

      If the holder is a broker-dealer which will receive new notes for its own account in exchange for old notes acquired by the broker-dealer as a result of market-making activities or other trading activities, the holder must acknowledge that it will deliver a prospectus in connection with any resale of the new notes.

Book-Entry Transfer

      We understand that the exchange agent will make a request promptly after the date of this prospectus to establish an account with respect to the old notes at DTC for the purpose of facilitating the exchange offer. Any financial institution that is a participant in DTC’s system, including Euroclear and Clearsteam, may make book-entry delivery of old notes by causing DTC to transfer old notes into the exchange agent’s DTC account in accordance with DTC’s Automated Tender Offer Program procedures for the transfer. The exchange of new notes for tendered old notes will only be made after a timely confirmation of a book-

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entry transfer of the old notes into the exchange agent’s account and timely receipt by the exchange agent of an agent’s message.

      The term “agent’s message” means a message, transmitted by DTC and received by the exchange agent and forming part of the confirmation of a book-entry transfer, which states that DTC has received an express acknowledgment from a participant tendering old notes that the participant has received an appropriate letter of transmittal and agrees to be bound by the terms of the letter of transmittal, and that we may enforce that agreement against the participant. Delivery of an agent’s message will also constitute an acknowledgment from the tendering DTC participant that the representations contained in the letter of transmittal and described under “— Resale of New Notes” above are true and correct.

Guaranteed Delivery Procedures

      The following guaranteed delivery procedures are intended for holders who wish to tender their old notes but:

•  their old notes are not immediately available,

•  the holders cannot deliver their old notes, the letter of transmittal, or any other required documents to the exchange agent prior to the expiration date, or

•  the holders cannot complete the procedure under DTC’s standard operating procedures for electronic tenders before expiration of the exchange offer.

      The conditions that must be met to tender old notes through the guaranteed delivery procedures are as follows:

•  the tender must be made through an eligible institution,

•  before expiration of the exchange offer, the exchange agent must receive from the eligible institution either a properly completed and duly executed notice of guaranteed delivery in the form accompanying this prospectus, by facsimile transmission, mail or hand delivery, or a properly transmitted agent’s message in lieu of notice of guaranteed delivery:

—  setting forth the name and address of the holder, the certificate number or numbers of the old notes tendered and the principal amount of old notes tendered,

—  stating that the tender offer is being made by guaranteed delivery, and

—  guaranteeing that, within three business days after expiration of the exchange offer, the letter of transmittal, or facsimile of the letter of transmittal, together with the old notes tendered or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent, and

•  the exchange agent must receive the properly completed and executed letter of transmittal, or a facsimile of the letter of transmittal, as well as all tendered old notes in proper form for transfer or a book-entry confirmation, and any other documents required by the letter of transmittal, within three business days after expiration of the exchange offer.

      Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

      Your tender of old notes pursuant to the exchange offer is irrevocable except as otherwise provided in this section. You may withdraw tenders of old notes at any time prior to 5:00 p.m., Eastern time, on the expiration date.

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      For a withdrawal to be effective:

•  the exchange agent must receive a written notice, which may be by telegram, telex, facsimile transmission or letter, of withdrawal at the address set forth below under “— Exchange Agent,” or

•  for DTC participants, holders must comply with DTC’s standard operating procedures for electronic tenders and the exchange agent must receive an electronic notice of withdrawal from DTC.

      Any notice of withdrawal must:

•  specify the name of the person who tendered the old notes to be withdrawn,

•  identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of the old notes to be withdrawn,

•  be signed by the person who tendered the old notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees, and

•  specify the name in which the old notes are to be re-registered, if different from that of the withdrawing holder.

      If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of the applicable facility. We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, for withdrawal notices, and our determination will be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no new notes will be issued with respect to them unless the old notes so withdrawn are validly re-tendered. Any old notes which have been tendered but which are not accepted for exchange will be returned to the holder without cost to the holder promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be re-tendered by following the procedures described above under “— Procedures for Tendering” at any time prior to the expiration date.

Exchange Agent

      We have appointed U.S. Bank National Association as exchange agent in connection with the exchange offer. Holders should direct questions, requests for assistance and for additional copies of this prospectus, the letter of transmittal or notices of guaranteed delivery to the exchange agent addressed as follows:

By Mail, Hand Delivery or Overnight Courier:	By Facsimile Transmission:
U.S. Bank National Association Corporate Trust Services 180 East Fifth Street St. Paul, MN 55101 Attention: Specialized Finance	U.S. Bank National Association Corporate Trust Services 180 East Fifth Street St. Paul, MN 55101 Attention: Specialized Finance (651) 244-1537
	For Information or Confirmation by Telephone:
	U.S. Bank National Association Corporate Trust Services 180 East Fifth Street St. Paul, MN 55101 Attention: Specialized Finance (651) 244-1197

      Delivery of a letter of transmittal to any address or facsimile number other than the one set forth above will not constitute a valid delivery.

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Fees and Expenses

      We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will pay the exchange agent for its related reasonable out-of-pocket expenses, including accounting and legal fees. In addition, we will reimburse the holders of old notes for the reasonable fees and disbursements of counsel acting in connection with the exchange offer. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the old notes and in handling or forwarding tenders for exchange.

      Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes. If, however:

•  new notes are to be delivered to, or issued in the name of, any person other than the registered holder of the old notes tendered, or

•  tendered old notes are registered in the name of any person other than the person signing the letter of transmittal, or

•  a transfer tax is imposed for any reason other than the exchange of old notes in connection with the exchange offer,

then the tendering holder must pay the amount of any transfer taxes due, whether imposed on the registered holder or any other persons. If the tendering holder does not submit satisfactory evidence of payment of these taxes or exemption from them with the letter of transmittal, the amount of these transfer taxes will be billed directly to the tendering holder.

Consequences of Failures to Properly Tender Old Notes in the Exchange Offer

      We will issue the new notes in exchange for old notes under the exchange offer only after timely receipt by the exchange agent of the old notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, holders of the old notes desiring to tender old notes in exchange for new notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities of tenders of old notes for exchange. Old notes that are not tendered or that are tendered but not accepted by us will, following completion of the exchange offer, continue to be subject to the existing restrictions upon transfer under the Securities Act. Upon completion of the exchange offer, specified rights under the registration rights agreement, including registration rights and any right to additional interest, will be either limited or eliminated.

      Participation in the exchange offer is voluntary. In the event the exchange offer is completed, we will not be required to register the remaining old notes. Remaining old notes will continue to be subject to the following restrictions on transfer:

•  holders may resell old notes only if we register the old notes under the Securities Act, if an exemption from registration is available, or if the transaction requires neither registration under nor an exemption from the requirements of the Securities Act, and

•  the remaining old notes will bear a legend restricting transfer in the absence of registration or an exemption.

      We do not currently anticipate that we will register the remaining old notes under the Securities Act. To the extent that old notes are tendered and accepted in connection with the exchange offer, any trading market for remaining old notes could be adversely affected.

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DESCRIPTION OF THE NEW NOTES

General

      In this summary, the terms “PerkinElmer, Inc.,” “PerkinElmer,” “the Company,” “we,” “us,” and “our” refer to PerkinElmer, Inc. and do not refer to any of its subsidiaries. You can find the definitions of other terms used in this summary under the subheading “— Certain Definitions.”

      We issued the old notes, and will issue the new notes, under an indenture among us, the Guarantors and State Street Bank and Trust Company, as Trustee. In January 2003, U.S. Bank National Association succeeded State Street Bank and Trust Company as Trustee under the indenture. The terms of the notes include those stated in the indenture and those made part of that indenture by reference to the Trust Indenture Act of 1939, as amended. The new and old notes will be identical in all material respects, except that the new notes have been registered under the Securities Act and are free of any obligation regarding registration, including the payment of liquidated damages upon failure to file or have declared effective an exchange offer registration statement or to consummate an exchange offer by specified dates. Accordingly, unless specifically stated to the contrary, the following description applies equally to the old notes and the new notes.

      The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture, because it, and not this description, defines your rights as holders of the notes. A copy of the indenture was filed as an exhibit to our annual report on Form 10-K for the fiscal year ended December 29, 2002 and may be obtained by contacting us as described in the section of this prospectus entitled “Where You Can Find More Information.”

Maturity, Principal and Interest

      The new notes will mature on January 15, 2013 and will be in the aggregate principal amount of $300,000,000, subject to our ability to issue additional notes which may be of the same series as these notes as described under “— Further Issues.” The notes will be unsecured senior subordinated obligations of the Company. Each note will bear interest at the rate described on the cover page from December 26, 2002 or from the most recent interest payment date on which interest has been paid, payable semiannually in arrears on January 15 and July 15 in each year, commencing July 15, 2003.

      The Company will pay interest to the Person in whose name the note (or any predecessor note) is registered at the close of business on the January 1 or July 1 immediately preceding the relevant interest payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

      The notes will be issued only in fully registered form without coupons, in denominations of $1,000 and any integral multiple of $1,000. No service charge will be made for any registration of transfer, exchange or redemption of notes, except in certain circumstances for any tax or other governmental charge that may be imposed.

      Settlement for the notes will be made in same day funds. All payments of principal and interest will be made by the Company in same day funds. The notes will trade in the Same-Day Funds Settlement System of The Depository Trust Company (the “Depositary” or “DTC”) until maturity, and secondary market trading activity for the notes will therefore settle in same day funds.

Exchange Offer; Registration Rights

      Pursuant to the Registration Rights Agreement, the Company and the Guarantors have agreed for the benefit of the holders of the notes, at the Company’s and the Guarantors’ cost, to effect a registered Exchange Offer under the Securities Act to exchange the old notes for new notes, which will have terms identical in all material respects to the old notes (except that the new notes will not contain terms with respect to transfer restrictions).

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      In addition, the Company and the Guarantors have agreed to use their reasonable best efforts to register the new notes for resale under the Securities Act through a shelf registration statement (the “Shelf Registration Statement”), in the event that any changes in law or applicable interpretations of the staff of the Commission do not permit the Company to effect the Exchange Offer, or if for any other reason the registration statement related to the Exchange Offer is not declared effective within 195 days after the original issue of the old notes or the Exchange Offer is not completed within 240 calendar days after the original issue of the old notes, or upon the request of any initial purchaser with respect to old notes held by the initial purchaser that are not eligible to be exchanged for new notes in the Exchange Offer or which are exchanged in the Exchange Offer for new notes which are not freely tradeable, or if any holder of the old notes is not eligible to participate in the Exchange Offer or elects to participate in the Exchange Offer but does not receive fully tradable new notes pursuant to the Exchange Offer.

The Company will be required to pay Liquidated Damages if one of four events occur:

      (1) the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 105th calendar day following the date of original issue of the notes,

      (2) the Exchange Offer Registration Statement has not been declared effective on or prior to the 195th calendar day following the date of original issue of the notes,

      (3) the Exchange Offer is not consummated or a Shelf Registration Statement is not declared effective, in either case, on or prior to the 240th calendar day following the date of original issue of the notes, or

      (4) the Shelf Registration Statement is declared effective but shall later become unusable, subject to particular exceptions, for more than 30 days in the aggregate in any 12-month period (each such event referred to in clauses (1) through (4) above, a “Registration Default”).

      Liquidated Damages will accrue on the principal amount of the notes from and including the date any such Registration Default occurs through the date on which such event is cured, at which point the Liquidated Damages will cease to accrue. The Liquidated Damages will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of the event giving rise to the Liquidated Damages and will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event will the rate exceed 1.0% per annum. See “— Exchange Offer; Registration Rights.”

Guarantees

      Payment of the notes is guaranteed by the Guarantors jointly and severally, fully and unconditionally, on a senior subordinated basis.

•  The Guarantors are comprised of all of the direct and indirect domestic Wholly Owned Restricted Subsidiaries of the Company, other than PerkinElmer Receivables Corporation, the Company’s receivables securitization entity. The Company’s Foreign Subsidiaries will not guarantee the new notes.

•  In addition, if any Restricted Subsidiary of the Company becomes a guarantor or obligor in respect of any other Indebtedness of the Company or any of the Restricted Subsidiaries, the Company shall cause such Restricted Subsidiary to enter into a supplemental indenture pursuant to which such Restricted Subsidiary shall agree to guarantee the Company’s obligations under the notes jointly and severally with any other such Restricted Subsidiary, fully and unconditionally, on a senior subordinated basis.

      If the Company defaults in payment of the principal of, premium, if any, or interest on the notes, each of the Guarantors will be unconditionally, jointly and severally obligated to duly and punctually pay the principal of, premium, if any, and interest on the notes.

      The obligations of each Guarantor under its Guarantee are limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to

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any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under the indenture, will result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law. Each Guarantor that makes a payment or distribution under its Guarantee will be entitled to a contribution from any other Guarantor in a pro rata amount based on the net assets of each Guarantor determined in accordance with GAAP.

      Notwithstanding the foregoing, in certain circumstances a Guarantee of a Guarantor may be released pursuant to the provisions of subsection (c) under “— Certain Covenants — Limitation on Issuances of Guarantees of and Pledges for Indebtedness.” The Company also may, at any time, cause a Restricted Subsidiary to become a Guarantor by executing and delivering a supplemental indenture providing for the guarantee of payment of the notes by such Restricted Subsidiary on the basis provided in the indenture.

Optional Redemption

      On or after January 15, 2008, the Company may redeem all or a portion of the notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an integral multiple thereof at the following redemption prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning January 15 of the years indicated below:

	Redemption
Year	Price
2008		104.438	%
2009		102.958	%
2010		101.479	%

and thereafter at 100% of the principal amount, in each case, together with accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date).

      In addition, at any time prior to January 15, 2006, the Company, at its option, may use the net proceeds of one or more Public Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal amount of notes issued under the indenture (including the principal amount of any Additional Notes issued under the indenture) at a redemption price equal to 108.875% of the aggregate principal amount of the notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date). At least 65% of the aggregate principal amount of notes (including the principal amount of any Additional Notes issued under the indenture) must remain outstanding immediately after the occurrence of such redemption. In order to effect this redemption, the Company must mail a notice of redemption no later than 30 days after the closing of the related Public Equity Offering and must complete such redemption within 60 days of the closing of the Public Equity Offering.

      If less than all of the notes are to be redeemed, the Trustee shall select the notes to be redeemed in compliance with the requirements of the principal national security exchange, if any, on which the notes are listed, or if the notes are not listed, on a pro rata basis, by lot or by any other method the Trustee shall deem fair and reasonable. Notes redeemed in part must be redeemed only in integral multiples of $1,000. Redemption pursuant to the provisions relating to a Public Equity Offering must be made on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the procedures of DTC or any other depositary).

Sinking Fund

      The new notes will not be entitled to the benefit of any sinking fund.

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Purchase of Notes Upon a Change of Control

      If a Change of Control occurs, each holder of notes will have the right to require that the Company purchase all or any part (in integral multiples of $1,000) of such holder’s notes pursuant to a Change of Control Offer. In the Change of Control Offer, the Company will offer to purchase all of the notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such notes, plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Purchase Date”) (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date).

      Within 30 days after any Change of Control or, at the Company’s option, prior to such Change of Control but after it is publicly announced, the Company must notify the Trustee and give written notice of the Change of Control to each holder of notes, by first-class mail, postage prepaid, at his address appearing in the security register. The notice must state, among other things,

•  that a Change of Control has occurred or will occur and the date of such event;

•  the purchase price and the purchase date which shall be fixed by the Company on a business day no earlier than 30 days nor later than 60 days from the date the notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act; provided that the purchase date may not occur prior to the Change of Control;

•  that any note not tendered will continue to accrue interest;

•  that, unless the Company defaults in the payment of the Change of Control Purchase Price, any notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and

•  other procedures that a holder of notes must follow to accept a Change of Control Offer or to withdraw acceptance of the Change of Control Offer.

      If a Change of Control Offer is made, the Company may not have available funds sufficient to pay the Change of Control Purchase Price for all of the notes that might be delivered by holders of the notes seeking to accept the Change of Control Offer. The failure of the Company to make or consummate the Change of Control Offer or pay the Change of Control Purchase Price when due will give the Trustee and the holders of the notes the rights described under “— Events of Default.”

      In addition to the obligations of the Company under the indenture with respect to the notes in the event of a Change of Control, the Company’s Credit Agreement contains an event of default upon a Change of Control (as defined therein) which obligates the Company to repay amounts outstanding under such indebtedness upon an acceleration of the Indebtedness issued thereunder. The Credit Agreement also restricts our ability to repurchase the notes, including following a Change of Control. The Company’s outstanding Zero Coupon Convertible Debentures also require the Company to offer to repurchase those securities upon a change of control. As a result, the Company may not be able to repurchase the notes following a Change of Control. See “Risk Factors — We may be unable to repurchase the notes following a change of control.”

      The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the assets of the Company. The term “all or substantially all” as used in the definition of “Change of Control” has not been interpreted under New York law (which is the governing law of the indenture) to represent a specific quantitative test. Therefore, if holders of the notes elected to exercise their rights under the indenture and the Company elected to contest such election, it is not clear how a court interpreting New York law would interpret the phrase.

      The existence of a holder’s right to require the Company to repurchase such holder’s notes upon a Change of Control may deter a third party from acquiring the Company in a transaction which constitutes a Change of Control.

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      The provisions of the indenture do not afford holders of the new notes the right to require the Company to repurchase the notes in the event of a highly leveraged transaction or certain transactions with the Company’s management or its Affiliates, including a reorganization, restructuring, merger or similar transaction (including, in certain circumstances, an acquisition of the Company by management or its affiliates) involving the Company that may adversely affect holders of the notes, if such transaction is not a transaction defined as a Change of Control. A transaction involving the Company’s management or its Affiliates, or a transaction involving a recapitalization of the Company, will result in a Change of Control if it is the type of transaction specified by such definition.

      The Company will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control Offer.

      The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements described in the indenture applicable to a Change of Control Offer made by the Company and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

Ranking for Senior Subordinated Notes

      The payment of the principal of, premium, if any, and interest on, the new notes will rank junior to and be subordinated, as described in the indenture, in right of payment to the prior payment in full in cash or in any other form as acceptable to the holders of Senior Indebtedness of all Senior Indebtedness. The new notes will be senior subordinated indebtedness of the Company ranking equal to all other existing and future senior subordinated indebtedness of the Company and senior to all existing and future Subordinated Indebtedness of the Company.

      Upon the occurrence of any default in the payment of any Designated Senior Indebtedness beyond any applicable grace period (a “Payment Default”) and after the receipt by the Trustee from a representative of holders of any Designated Senior Indebtedness (collectively, a “Senior Representative”) of written notice of such default, no payment (other than any payment or distribution in the form of Permitted Junior Securities and any payment previously made pursuant to the provisions described under “— Defeasance or Covenant Defeasance of Indenture”) or distribution of any assets of the Company of any kind or character may be made on account of the principal of, premium, if any, or interest on, the notes or on account of the purchase, redemption, defeasance or other acquisition of or in respect of the notes unless and until such default shall have been cured or waived or shall have ceased to exist or such Designated Senior Indebtedness shall have been discharged or paid in full in cash or in any other form as acceptable to the holders of Designated Senior Indebtedness after which the Company shall resume making any and all required payments in respect of the notes, including any missed payments.

      Upon the occurrence and during the continuance of any non-payment default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately (a “Non-payment Default”) and after the receipt by the Trustee and the Company from a Senior Representative of written notice of such Non-payment Default, no payment (other than any payment or distribution in the form of Permitted Junior Securities and any payment previously made pursuant to the provisions described under “— Defeasance or Covenant Defeasance of Indenture”) or distribution of any assets of the Company of any kind or character may be made by the Company on account of the principal of, premium, if any, or interest on, the notes or on account of the purchase, redemption, defeasance or other acquisition of, or in respect of, the notes for the period specified below (the “Payment Blockage Period”).

      The Payment Blockage Period shall commence upon the receipt of notice of the Non-payment Default by the Trustee and the Company from a Senior Representative and shall end on the earliest of

      (1) the 179th day after such commencement,

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      (2) the date on which such Non-payment Default (and all other Non-payment Defaults as to which notice is given after such Payment Blockage Period is initiated) is cured, waived or ceases to exist or on which such Designated Senior Indebtedness is discharged or paid in full in cash or in any other form as acceptable to the holders of Designated Senior Indebtedness, or

      (3) the date on which such Payment Blockage Period (and all Non-payment Defaults as to which notice is given after such Payment Blockage Period is initiated) shall have been terminated by written notice to the Company or the Trustee from the Senior Representative initiating such Payment Blockage Period.

      When the Payment Blockage Period ends, unless a Payment Default has occurred and is continuing, the Company will promptly resume making any and all required payments in respect of the notes, including any missed payments. In no event will a Payment Blockage Period extend beyond 179 days from the date of the receipt by the Company or the Trustee of the notice initiating such Payment Blockage Period (such 179-day period referred to as the “Initial Period”). Any number of notices of Non-payment Defaults may be given during the Initial Period. However, during any period of 365 consecutive days only one Payment Blockage Period may commence and the duration of such period may not exceed 179 days and there must be a 186 consecutive day period in any 365-day period during which no Payment Blockage Period is in effect. No Non-payment Default with respect to Designated Senior Indebtedness that existed or was continuing on the date of the commencement of any Payment Blockage Period will be, or can be, made the basis for the commencement of a second Payment Blockage Period, whether or not within a period of 365 consecutive days, unless such default has been cured or waived for a period of not less than 90 consecutive days subsequent to the commencement of such initial Payment Blockage Period (it being acknowledged that any subsequent action or any breach of a financial covenant for a period ending after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

      If the Company fails to make any payment on the notes when due or within any applicable grace period, whether or not on account of the payment blockage provisions referred to above, such failure would constitute an Event of Default under the Indenture and would enable the holders of the notes to accelerate the maturity thereof. See “— Events of Default.”

      The indenture for the notes provides that in the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding, relative to the Company or its assets, or any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary, or any assignment for the benefit of creditors or other marshalling of assets or liabilities of the Company (except in connection with the consolidation or merger of the Company or its liquidation or dissolution following the conveyance, transfer or lease of its properties and assets substantially as an entirety upon the terms and conditions described under “— Consolidation, Merger, Sale of Assets”), all Senior Indebtedness must be paid in full in cash or in any other form as acceptable to the holders of Senior Indebtedness before any payment or distribution (other than any payment or distribution in the form of Permitted Junior Securities and any payment previously made pursuant to the provisions described under “— Defeasance or Covenant Defeasance of Indenture”) is made on account of the principal of, premium, if any, or interest on the notes or on account of the purchase, redemption, defeasance or other acquisition of or in respect of the notes.

      By reason of such subordination, in the event of liquidation or insolvency, creditors of the Company who are holders of Senior Indebtedness may recover more, ratably, than the holders of the notes, and funds which would be otherwise payable to the holders of the notes will be paid to the holders of the Senior Indebtedness to the extent necessary to pay the Senior Indebtedness in full in cash or in any other form as acceptable to the holders of Senior Indebtedness and the Company may be unable to meet its obligations fully with respect to the notes.

      The indenture for the notes limits, but does not prohibit, the incurrence by the Company and its Subsidiaries of additional Indebtedness, and the indenture prohibits the incurrence by the Company of

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Indebtedness that is subordinated in right of payment to any Senior Indebtedness of the Company and senior in right of payment to the notes.

      Each Guarantee of a Guarantor is and will be an unsecured senior subordinated obligation of such Guarantor, ranking senior in right of payment to all other existing and future Indebtedness of such Guarantor that is expressly subordinated to Senior Guarantor Indebtedness. The Indebtedness evidenced by the Guarantees is and will be subordinated to Senior Guarantor Indebtedness to substantially the same extent as the notes are subordinated to Senior Indebtedness. During any period when payment on the notes is blocked by Designated Senior Indebtedness, payment on the Guarantees will be similarly blocked.

      As of December 29, 2002, the notes ranked junior to $506.2 million of the Company’s Senior Indebtedness ($315.0 million of which was secured) and the Guarantors did not have any Senior Indebtedness (other than their guarantees under the Credit Agreement). In addition, the aggregate amount of Indebtedness of Subsidiaries (which are not Guarantors) to which the notes have been effectively subordinated was approximately $1.8 million at December 29, 2002. One of the Company’s non-Guarantor Subsidiaries also had $29.0 million outstanding under its receivables securitization facility at December 29, 2002. See “Risk Factors — If the holders of our secured debt foreclose on their collateral we may not have sufficient assets to repay the notes,” “Risk Factors — Because your right to receive payment on the notes is junior to the rights of the holders of all of our indebtedness, if we are involved in bankruptcy or similar proceedings you may receive only a partial, or no, payment on the notes” and “Risk Factors — Because the notes are structurally subordinated to obligations of our nonguarantor subsidiaries, we may not have access to the assets of our nonguarantor subsidiaries to satisfy our obligations under the notes.”

      “Senior Indebtedness” means the principal of, premium, if any, and interest (including interest, whether or not allowable, accruing after the filing of a petition initiating any proceeding under any state, federal or foreign bankruptcy law) on any Indebtedness of the Company (other than as otherwise provided in this definition), whether outstanding on the date of the indenture or thereafter created, incurred or assumed, and whether at any time owing, actually or contingent, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the notes.

      Notwithstanding the foregoing, “Senior Indebtedness” shall not include:

      (1) Indebtedness evidenced by the notes,

      (2) Indebtedness that is by its terms subordinate or junior in right of payment to any Indebtedness of the Company,

      (3) Indebtedness which when incurred is without recourse to the Company, whether or not such Indebtedness would be recourse Indebtedness under Section 1111(b) of Title 11 United States Code,

      (4) Indebtedness which is represented by Redeemable Capital Stock,

      (5) any liability for foreign, federal, state, local or other taxes owed or owing by the Company to the extent such liability constitutes Indebtedness,

      (6) Indebtedness of the Company to a Subsidiary of the Company,

      (7) to the extent it might constitute Indebtedness, amounts owing for goods, materials or services purchased in the ordinary course of business or consisting of trade accounts payable owed or owing by the Company (not including in any such case Purchase Money Obligations or Capital Lease Obligations), and amounts owed by the Company for compensation to employees or services rendered to the Company,

      (8) that portion of any Indebtedness which at the time of issuance is issued in violation of the indenture, and

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      (9) Indebtedness evidenced by any guarantee of any Subordinated Indebtedness or Pari Passu Indebtedness.

      “Designated Senior Indebtedness” means (1) all Senior Indebtedness under the Credit Agreement and (2) any other Senior Indebtedness which at the time of determination has an aggregate principal amount outstanding of at least $40 million and which is specifically designated in the instrument evidencing such Senior Indebtedness or the agreement under which such Senior Indebtedness arises as “Designated Senior Indebtedness” by the Company.

      “Senior Guarantor Indebtedness” means the principal of, premium, if any, and interest (including interest, whether or not allowable, accruing after the filing of a petition initiating any proceeding under any state, federal or foreign bankruptcy law) on any Indebtedness of any Guarantor (other than as otherwise provided in this definition), whether outstanding on the date of the indenture or thereafter created, incurred or assumed, and whether at any time owing, actually or contingent, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to any Guarantee. Notwithstanding the foregoing, “Senior Guarantor Indebtedness” shall not include:

      (1) Indebtedness evidenced by the Guarantees,

      (2) Indebtedness that by its terms is subordinated or junior in right of payment to any Indebtedness of any Guarantor,

      (3) Indebtedness which when incurred is without recourse to any Guarantor whether or not such Indebtedness would be recourse Indebtedness under Section 1111(b) of Title 11 United States Code,

      (4) Indebtedness which is represented by Redeemable Capital Stock,

      (5) any liability for foreign, federal, state, local or other taxes owed or owing by any Guarantor to the extent such liability constitutes Indebtedness,

      (6) Indebtedness of any Guarantor to a Subsidiary of the Company,

      (7) to the extent it might constitute Indebtedness, amounts owing for goods, materials or services purchased in the ordinary course of business or consisting of trade accounts payable owed or owing by such Guarantor (not including in any such case Purchase Money Obligations or Capital Lease Obligations), and amounts owed by such Guarantor for compensation to employees or services rendered to such Guarantor,

      (8) that portion of any Indebtedness which at the time of issuance is issued in violation of the indenture, and

      (9) Indebtedness evidenced by any guarantee of any Subordinated Indebtedness or Pari Passu Indebtedness.

Certain Covenants

      The indenture contains, among others, the following covenants:

      Limitation on Indebtedness. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise incur, contingently or otherwise (collectively, “incur”), any Indebtedness (including any Acquired Indebtedness), unless (i) such Indebtedness is incurred by the Company or any Guarantor or constitutes Acquired Indebtedness of a Restricted Subsidiary and, in each case, the Company’s Consolidated Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which financial statements are available immediately preceding the incurrence of such Indebtedness taken as one period is at least equal to or greater than 2:1 on or prior to December 26, 2004 and at least equal to or greater than 2.5:1 thereafter, or (ii) such Indebtedness is incurred by a Restricted Subsidiary that is not a Guarantor and the Company’s Consolidated Fixed Charge

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Coverage Ratio for the most recent four full fiscal quarters for which financial statements are available immediately preceding the incurrence of such Indebtedness taken as one period is at least equal to or greater than 3:1.

      (b) Notwithstanding the foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries, may incur each and all of the following (collectively, the “Permitted Indebtedness”):

      (1) Indebtedness of the Company or any Guarantor (and, with respect to a Qualified Securitization Transaction, a Securitization Entity) under a Credit Facility in an aggregate principal amount at any one time outstanding not to exceed the greater of

      (a) $500 million, less, without duplication, (A) any permanent repayment thereof with the proceeds of one or more asset sales and (B) the amount by which any commitments thereunder are permanently reduced as a result of repayment with the proceeds of one or more asset sales, and

      (b) (i) 85% of accounts receivable of the Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter for which financial statements are available, plus (ii) 65% of inventory of the Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter for which financial statements are available,

provided that (A) the aggregate amount of Indebtedness incurred in connection with a Qualified Securitization Transaction may not exceed $100 million outstanding at any one time pursuant to this clause (1) and (B) to the extent Indebtedness is incurred by a Securitization Entity, in the event such Securitization Entity later ceases to qualify as a Securitization Entity, such Indebtedness will be deemed to be incurred at such time that it ceases to qualify;

      (2) Indebtedness of the Company or any Restricted Subsidiary pursuant to (a) the notes (excluding any Additional Notes) and any Guarantee of the old notes, and (b) any new notes issued in exchange for the old notes pursuant to the Registration Rights Agreement;

      (3) Indebtedness of the Company or any Restricted Subsidiary outstanding on the date of the indenture and not otherwise referred to in this definition of “Permitted Indebtedness;”

      (4) Indebtedness of the Company owing to a Restricted Subsidiary;

•  provided that any Indebtedness of the Company owing to a Restricted Subsidiary that is not a Guarantor is made pursuant to an intercompany note in the form attached to the indenture and is unsecured and is subordinated in right of payment from and after such time as the notes shall become due and payable (whether at Stated Maturity, acceleration or otherwise) to the payment and performance of the Company’s obligations under the notes; and

•  provided, further, that any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to a Restricted Subsidiary of the Company) shall be deemed to be an incurrence of such Indebtedness by the Company or other obligor not permitted by this clause (4);

      (5) Indebtedness of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary;

•  provided that any such Indebtedness is made pursuant to an intercompany note in the form attached to the indenture; and

•  provided, further, that (a) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Company or a Restricted Subsidiary) shall be deemed to be an incurrence of such Indebtedness by the obligor not permitted by this clause (5), and (b) any transaction pursuant to which any Restricted

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Subsidiary, which has Indebtedness owing to the Company or any other Restricted Subsidiary, ceases to be a Restricted Subsidiary shall be deemed to be the incurrence of Indebtedness by such Restricted Subsidiary that is not permitted by this clause (5);

      (6) (a) guarantees of any Restricted Subsidiary of Indebtedness of the Company or any of its Restricted Subsidiaries which is permitted to be incurred hereunder, provided that such guarantees are made in accordance with the provisions of “— Limitation on Issuances of Guarantees of and Pledges for Indebtedness” to the extent required and (b) guarantees by the Company of Indebtedness of a Restricted Subsidiary (which Indebtedness by a Restricted Subsidiary is permitted to be incurred under the indenture);

      (7) obligations of the Company or any Restricted Subsidiary entered into in the ordinary course of business

      (a) pursuant to Interest Rate Agreements designed to protect the Company or any Restricted Subsidiary against fluctuations in interest rates in respect of Indebtedness of the Company or any Restricted Subsidiary as long as such obligations do not exceed the aggregate principal amount of such Indebtedness then outstanding,

      (b) under any Currency Hedging Agreements, relating to (1) Indebtedness of the Company or any Restricted Subsidiary and/or (2) obligations to purchase or sell assets or properties, in each case, incurred in the ordinary course of business of the Company or any Restricted Subsidiary; provided, however, that such Currency Hedging Agreements after being entered into do not increase the Indebtedness or other obligations of the Company or any Restricted Subsidiary outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder, or

      (c) under any Commodity Price Protection Agreements which after being entered into do not increase the amount of Indebtedness or other obligations of the Company or any Restricted Subsidiary outstanding other than as a result of fluctuations in commodity prices or by reason of fees, indemnities and compensation payable thereunder;

      (8) Indebtedness of the Company or any Restricted Subsidiary represented by Capital Lease Obligations or Purchase Money Obligations or other Indebtedness incurred or assumed in connection with the acquisition or development of real or personal, movable or immovable, property in each case incurred for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Company, in an aggregate principal amount pursuant to this clause (8) not to exceed $30 million outstanding at any time (which amount may be refinanced from time to time so long as the total amount outstanding at any one time does not exceed $30 million); provided that the principal amount of any Indebtedness permitted under this clause (8) did not in each case at the time of incurrence exceed the Fair Market Value, as determined by the Company in good faith, of the acquired or constructed asset or improvement so financed;

      (9) Indebtedness of Foreign Subsidiaries in the aggregate principal amount of $30 million outstanding at any one time in the aggregate;

      (10) Indebtedness of the Company or any of its Restricted Subsidiaries in connection with letters of credit in connection with operations, surety, performance, appeal or similar bonds, bankers’ acceptances, completion guarantees or similar instruments pursuant to self-insurance and workers’ compensation obligations; provided that, in each case contemplated by this clause (10), upon the drawing of such instrument, such obligations are reimbursed within 30 days following such drawing; provided, further, that such Indebtedness is not in connection with the borrowing of money or the obtaining of advances or credit;

      (11) Indebtedness of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently

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(except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided however, that such Indebtedness is extinguished within three business days of incurrence;

      (12) Indebtedness of the Company to the extent the net proceeds thereof are promptly deposited to defease the notes as described below under “— Defeasance or Covenant Defeasance of Indenture;”

      (13) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or a Restricted Subsidiary; provided that (a) any subsequent transfer of any shares of such Preferred Stock (except to the Company or a Restricted Subsidiary) shall be deemed to be the incurrence of Preferred Stock that was not permitted by this clause (13) and (b) any transaction pursuant to which any Restricted Subsidiary, which has Preferred Stock issued to the Company or any other Restricted Subsidiary, ceases to be a Restricted Subsidiary shall be deemed the incurrence of Indebtedness that is not permitted in this clause (13);

      (14) Indebtedness of the Company or any Restricted Subsidiary arising from agreements for indemnification or purchase price adjustment obligations or similar obligations, earn-outs or other similar obligations or from guarantees or letters of credit, surety bonds or performance bonds securing any obligation of the Company or a Restricted Subsidiary pursuant to such an agreement, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Stock of a Restricted Subsidiary; provided that the maximum assumable liability in respect of all such obligations shall at no time exceed the gross proceeds actually paid or received by the Company and any Restricted Subsidiary, including the Fair Market Value of non-cash proceeds;

      (15) Guarantees by the Company or any Restricted Subsidiary in the ordinary course of business for the benefit of customers, suppliers and other business partners in the aggregate amount outstanding at any one time of $15 million;

      (16) any renewals, extensions, substitutions, refundings, refinancings or replacements (collectively, a “refinancing”) of any Indebtedness incurred pursuant to paragraph (a) of this section and clauses (2) and (3) (other than Indebtedness pursuant to the 6.8% Notes and the Zero Coupon Convertible Debentures) of this paragraph (b), including any successive refinancings so long as the borrower under such refinancing is the Company or, if not the Company, the same as the borrower of the Indebtedness being refinanced and the aggregate principal amount of Indebtedness represented thereby (or if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness plus any accreted value attributable thereto since the original issuance of such Indebtedness) is not increased by such refinancing plus the lesser of (a) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (b) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Company incurred in connection with such refinancing; and

      (17) Indebtedness of the Company or any Restricted Subsidiary in addition to that described in clauses (1) through (16) above, and any renewals, extensions, substitutions, refinancings or replacements of such Indebtedness, so long as the aggregate principal amount of all such Indebtedness shall not exceed $40 million outstanding at any one time in the aggregate.

      For purposes of determining compliance with this “— Limitation on Indebtedness” covenant, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, the Company in its sole discretion shall classify or reclassify such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such types; provided that Indebtedness under the Credit Agreement and the Company’s existing receivables securitization facility which is in existence following the Issue Date, and any renewals, extensions, substitutions, refundings, refinancings or replacements thereof, in an amount not in excess of the amount

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permitted to be incurred pursuant to clause (1) of paragraph (b) above, shall be deemed to have been incurred pursuant to clause (1) of paragraph (b) above rather than paragraph (a) above.

      Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness.

      Accrual of interest, accretion or amortization of original issue discount and the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the payment of dividends on any Redeemable Capital Stock of the Company or a Restricted Subsidiary of the Company in the form of additional shares of the same class of Redeemable Capital Stock, and the payment of dividends on any Preferred Stock of a Restricted Subsidiary in the form of additional shares of the same class of Preferred Stock of a Restricted Subsidiary or in other Qualified Capital Stock of such Restricted Subsidiary will not be deemed to be an incurrence of Indebtedness for purposes of this covenant; provided, in each such case, that the amount thereof as accrued (other than any payment in Qualified Capital Stock) is included in the Consolidated Fixed Charge Coverage Ratio of the Company.

      For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred.

      If Indebtedness is secured by a letter of credit that serves only to secure such Indebtedness, then the total amount deemed incurred shall be equal to the greater of (x) the principal of such Indebtedness and (y) the amount that may be drawn under such letter of credit.

      The amount of Indebtedness issued at a price less than the amount of the liability thereof shall be determined in accordance with GAAP.

      Limitation on Restricted Payments. (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly:

      (1) declare or pay any dividend on, or make any distribution to holders of, any shares of the Company’s Capital Stock (other than dividends or distributions payable solely in shares of its Qualified Capital Stock or in options, warrants or other rights to acquire shares of such Qualified Capital Stock);

      (2) purchase, redeem, defease or otherwise acquire or retire for value, directly or indirectly, the Company’s Capital Stock or any Capital Stock of any Affiliate of the Company, including any Subsidiary (other than (a) Capital Stock of any Wholly Owned Restricted Subsidiary of the Company or (b) purchases, redemptions, defeasances or other acquisitions made by a Restricted Subsidiary on a pro rata basis from all stockholders of such Restricted Subsidiary) or options, warrants or other rights to acquire such Capital Stock;

      (3) make any principal payment on, or repurchase, redeem, defease, retire or otherwise acquire for value, prior to any scheduled principal payment, sinking fund payment or maturity, any Subordinated Indebtedness;

      (4) declare or pay any dividend or distribution on any Capital Stock of any Restricted Subsidiary to any Person (other than (a) to the Company or any of its Wholly Owned Restricted Subsidiaries or (b) dividends or distributions made by a Restricted Subsidiary on a pro rata basis to all stockholders of such Restricted Subsidiary); or

      (5) make any Investment in any Person (other than any Permitted Investments);

(any of the foregoing actions described in clauses (1) through (5) above, other than any such action that is a Permitted Payment (as defined below), collectively, “Restricted Payments”) (the amount of any such Restricted Payment, if other than cash, shall be the Fair Market Value of the assets

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proposed to be transferred, as determined by the board of directors of the Company, whose determination shall be conclusive and evidenced by a board resolution), unless

      (1) immediately before and immediately after giving effect to such proposed Restricted Payment on a pro forma basis, no Default or Event of Default shall have occurred and be continuing and such Restricted Payment shall not be an event which is, or after notice or lapse of time or both, would be, an “event of default” under the terms of any Indebtedness of the Company or its Restricted Subsidiaries;

      (2) immediately before and immediately after giving effect to such Restricted Payment on a pro forma basis, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions described under paragraph (a) of “— Limitation on Indebtedness;” and

      (3) after giving effect to the proposed Restricted Payment, the aggregate amount of all such Restricted Payments declared or made after the date of the indenture and all Designation Amounts does not exceed the sum of:

      (A) 50% of the aggregate Consolidated Net Income of the Company accrued on a cumulative basis during the period beginning on the first day of the Company’s fiscal quarter beginning prior to the date of the indenture and ending on the last day of the Company’s last fiscal quarter ending prior to the date of the Restricted Payment (or, if such aggregate cumulative Consolidated Net Income shall be a loss, minus 100% of such loss);

      (B) the aggregate Net Cash Proceeds received after the date of the indenture by the Company either (1) as capital contributions in the form of common equity to the Company or (2) from the issuance or sale (other than to any of its Subsidiaries) of Qualified Capital Stock of the Company or any options, warrants or rights to purchase such Qualified Capital Stock of the Company (except, in each case, to the extent such proceeds are used to purchase, redeem or otherwise retire Capital Stock or Subordinated Indebtedness as set forth below in clause (2) or (3) of paragraph (b) below) (and excluding the Net Cash Proceeds from the issuance of Qualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);

      (C) the aggregate Net Cash Proceeds received after the date of the indenture by the Company (other than from any of its Subsidiaries) upon the exercise of any options, warrants or rights to purchase Qualified Capital Stock of the Company (and excluding the Net Cash Proceeds from the exercise of any options, warrants or rights to purchase Qualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);

      (D) the aggregate Net Cash Proceeds received after the date of the indenture by the Company from the conversion or exchange, if any, of debt securities or Redeemable Capital Stock of the Company or its Restricted Subsidiaries into or for Qualified Capital Stock of the Company plus, to the extent such debt securities or Redeemable Capital Stock were issued after the date of the indenture, the aggregate of Net Cash Proceeds from their original issuance (and excluding the Net Cash Proceeds from the conversion or exchange of debt securities or Redeemable Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);

      (E) (a) in the case of the disposition or repayment of any Investment constituting a Restricted Payment (including any Investment in an Unrestricted Subsidiary) made after the date of the indenture, an amount (to the extent not included in Consolidated Net Income) equal to the lesser of the return of capital with respect to such Investment and the initial amount of such Investment, in either case, less the cost of the disposition of such Investment and net of taxes, and

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(b) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary (as long as the designation of such Subsidiary as an Unrestricted Subsidiary was deemed a Restricted Payment), the Fair Market Value of the Company’s interest in such Subsidiary provided that such amount shall not in any case exceed the amount of the Restricted Payment deemed made at the time the Subsidiary was designated as an Unrestricted Subsidiary;

      (F) any amount which was previously treated as a Restricted Payment on account of any Guarantee entered into by the Company or any Restricted Subsidiary; provided that such Guarantee has not been called upon and the obligation arising under such Guarantee no longer exists; and

      (G) $15 million.

      (b) Notwithstanding the foregoing, and in the case of clauses (2) through (10) below, so long as no Default or Event of Default is continuing or would arise therefrom, the foregoing provisions shall not prohibit the following actions (each of clauses (1) through (7) being referred to as a “Permitted Payment” and therefore shall not be a “Restricted Payment” for purposes of paragraph (a) above):

      (1) the payment of any dividend within 120 days after the date of declaration thereof, if at such date of declaration such payment was permitted or not precluded by the provisions of paragraph (a) of this Section (the declaration after the date of the indenture of such payment will be deemed a Restricted Payment under paragraph (a) of this Section as of the date of declaration but the payment itself will be deemed to have been paid on such date of declaration and will not also be deemed a Restricted Payment under paragraph (a) of this Section);

      (2) the repurchase, redemption, or other acquisition or retirement for value of any shares of any class of Capital Stock of the Company in exchange for (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares or scrip), or out of the Net Cash Proceeds of a substantially concurrent issuance and sale for cash (other than to a Subsidiary) of, other shares of Qualified Capital Stock of the Company; provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of this Section;

      (3) the repurchase, redemption, defeasance, retirement or acquisition for value or payment of principal of any Subordinated Indebtedness in exchange for, or in an amount not in excess of the Net Cash Proceeds of, a substantially concurrent issuance and sale for cash (other than to any Subsidiary of the Company) of any Qualified Capital Stock of the Company, provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of this Section;

      (4) the repurchase, redemption, defeasance, retirement, refinancing, acquisition for value or payment of principal of any Subordinated Indebtedness (other than Redeemable Capital Stock) (a “refinancing”) through the substantially concurrent issuance of new Subordinated Indebtedness of the Company, provided that any such new Subordinated Indebtedness

      (a) shall be in a principal amount that does not exceed the principal amount so refinanced (or, if such Subordinated Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, then such lesser amount as of the date of determination), plus the lesser of (1) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (2) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Company incurred in connection with such refinancing;

      (b) has an Average Life to Stated Maturity greater than the remaining Average Life to Stated Maturity of the notes;

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      (c) has a Stated Maturity for its final scheduled principal payment later than the Stated Maturity for the final scheduled principal payment of the notes; and

      (d) is expressly subordinated in right of payment to the notes at least to the same extent as the Subordinated Indebtedness to be refinanced;

      (5) the payment of cash in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exercisable for Capital Stock of the Company;

      (6) the repurchase of Capital Stock deemed to occur upon exercise of stock options to the extent that shares of such Capital Stock represent a portion of the exercise price of such options;

      (7) the repurchase, redemption, or other acquisition or retirement for value of Redeemable Capital Stock of the Company made by exchange for, or out of the proceeds of the sale within 30 days of Redeemable Capital Stock of the Company;

      (8) the repurchase, redemption, or other acquisition or retirement for value of any class of Capital Stock of the Company from employees, former employees, directors or former directors of the Company or any Restricted Subsidiary pursuant to the terms of the agreements pursuant to which such Capital Stock was acquired in an amount of up to $2 million per calendar year;

      (9) the repurchase of any Subordinated Indebtedness or Redeemable Capital Stock of the Company at a purchase price not greater than 101% of the principal amount or liquidation preference of such Subordinated Indebtedness or Redeemable Capital Stock in the event of a Change of Control pursuant to a provision similar to “— Purchase of Notes Upon a Change of Control;” provided that prior to consummating any such repurchase, the Company has made the Change of Control Offer required by the indenture and has repurchased all notes validly tendered for payment in connection with such Change of Control Offer; and

      (10) the repurchase of any Subordinated Indebtedness or Redeemable Capital Stock of the Company at a purchase price not greater than 100% of the principal amount or liquidation preference of such Subordinated Indebtedness or Redeemable Capital Stock in the event of an Asset Sale pursuant to a provision similar to the “— Limitation on Sale of Assets” covenant; provided that prior to consummating any such repurchase, the Company has made the Offer required by the indenture and has repurchased all notes validly tendered for payment in connection with such Offer.

      Limitation on Transactions with Affiliates. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and

      (1)     such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’s-length dealings with an unrelated third party,

      (2)     with respect to any transaction or series of related transactions involving aggregate value in excess of $5,000,000, the Company delivers an officers’ certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (1) above, and

      (3)     with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either

      (a)     such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the board of directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or

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      (b)     the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transaction or series of related transactions is fair to the Company or such Restricted Subsidiary from a financial point of view;

provided, however, that this provision shall not apply to: (i) employee benefit arrangements with any officer or director of the Company, including under any stock option or stock incentive plans, and customary indemnification arrangements with officers or directors of the Company, in each case entered into in the ordinary course of business, (ii) any Restricted Payments and Permitted Investments made in compliance with “— Limitation on Restricted Payments” above, (iii) any Qualified Securitization Transaction, and (iv) any transactions undertaken pursuant to any contracts in existence on the Issue Date (as in effect on the Issue Date) and any renewals, replacements or modifications of such contracts (pursuant to new transactions or otherwise) on terms no less favorable to the holders of the notes than those in effect on the Issue Date.

      Limitation on Liens. The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, create, incur or affirm any Lien (other than a Permitted Lien) of any kind securing any Pari Passu Indebtedness or Subordinated Indebtedness (including any assumption, guarantee or other liability with respect thereto by any Restricted Subsidiary) upon any property or assets (including any intercompany notes) of the Company or any Restricted Subsidiary owned on the date of the indenture or acquired after the date of the indenture, or assign or convey any right to receive any income or profits therefrom, unless the notes (or a Guarantee in the case of Liens of a Guarantor) are directly secured equally and ratably with (or, in the case of Subordinated Indebtedness, prior or senior thereto, with the same relative priority as the notes shall have with respect to such Subordinated Indebtedness) the obligation or liability secured by such Lien except for Liens

      (A) securing any Indebtedness which became Indebtedness pursuant to a transaction permitted under “— Consolidation, Merger, Sale of Assets” or securing Acquired Indebtedness which was in existence prior to (and not created in connection with, or in contemplation of) the incurrence by the Company of such Acquired Indebtedness (including any assumption, guarantee or other liability with respect thereto by any Restricted Subsidiary) and which Indebtedness is permitted under the provisions of “— Limitation on Indebtedness”; or

      (B) securing any Indebtedness incurred in connection with any refinancing, renewal, substitutions or replacements of any such Indebtedness described in clause (A), so long as the aggregate principal amount of Indebtedness represented thereby (or if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness plus any accreted value attributable thereto since the original issuance of such Indebtedness) is not increased by such refinancing by an amount greater than the lesser of (1) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (2) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Company incurred in connection with such refinancing,

provided, however, that in the case of clauses (A) and (B), any such Lien only extends to the assets that were subject to such Lien securing such Indebtedness prior to the related acquisition by the Company or its Restricted Subsidiaries.

      Notwithstanding the foregoing, any Lien securing the notes granted pursuant to this covenant shall be automatically and unconditionally released and discharged upon the release by the holders of the Pari Passu Indebtedness or Subordinated Indebtedness described above of their Lien on the property or assets of the Company or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), at such time as the holders of all such Pari Passu Indebtedness or Subordinated Indebtedness also release their Lien on the property or assets of the Company or such

47

Restricted Subsidiary, or upon any sale, exchange or transfer to any Person of the property or assets secured by such Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Lien.

      Limitation on Sale of Assets. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (1) at least 75% of the consideration from such Asset Sale other than Asset Swaps is received in cash and (2) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets subject to such Asset Sale (as determined by the board of directors of the Company and evidenced in a board resolution).

      The amount of any (A) Indebtedness (other than any Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully released shall be deemed to be cash for purposes of determining the percentage of the consideration received by the Company or the Restricted Subsidiaries in cash and (B) notes, securities or other similar obligations received by the Company or the Restricted Subsidiaries from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within thirty days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange for purposes of determining the percentage of the consideration received by the Company or the Restricted Subsidiaries in cash. In addition, the amount of any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in the Asset Sale shall be deemed “cash” for purposes of Section (a)(1) of this covenant.

      (b) All or a portion of the Net Cash Proceeds of any Asset Sale may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness or Senior Guarantor Indebtedness):

      (i) to prepay permanently or repay permanently any Senior Indebtedness or Senior Guarantor Indebtedness then outstanding as required by the terms thereof (and in the case of any such Indebtedness under a revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility), or

      (ii) if the Company determines not to apply such Net Cash Proceeds to the permanent repayment or permanent prepayment of such Senior Indebtedness or Senior Guarantor Indebtedness, or if no such Senior Indebtedness or Senior Guarantor Indebtedness is then outstanding, within 365 days of the Asset Sale, to invest the Net Cash Proceeds in properties and other assets that (as determined by the board of directors of the Company) replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Restricted Subsidiaries existing on the date of the indenture or in businesses reasonably related thereto.

      The amount of such Net Cash Proceeds not used or invested in accordance with the preceding clauses (i) and (ii) within 365 days of the Asset Sale constitutes “Excess Proceeds.”

      (c) When the aggregate amount of Excess Proceeds exceeds $20 million or more, the Company will apply the Excess Proceeds to the repayment of the notes and any other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from any Asset Sale as follows:

      (A) the Company will make an offer to purchase (an “Offer”) from all holders of the notes in accordance with the procedures set forth in the indenture in the maximum principal amount (expressed as a multiple of $1,000) of notes that may be purchased out of an amount (the “Note Amount”) equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the notes, and the denominator of which is the sum of the outstanding principal amount (or accreted value in the case of Indebtedness issued with original

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issue discount) of the notes and such Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Offered Price (as defined herein) of all notes tendered), and

      (B) to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness (or accreted value in the case of Indebtedness issued with original issue discount), the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a “Pari Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Note Amount; provided that in no event will the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount (or accreted value) of such Pari Passu Indebtedness plus the amount of any premium required to be paid to repurchase such Pari Passu Indebtedness.

      The offer price for the notes tendered will be payable in cash in an amount equal to 100% of the principal amount of the notes tendered plus accrued and unpaid interest, if any, to the date (the “Offer Date”) such Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in the indenture. To the extent that the aggregate Offered Price of the notes tendered pursuant to the Offer is less than the Note Amount relating thereto, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of notes surrendered by holders thereof exceeds the amount of the Note Amount, the Trustee shall select the notes to be purchased on a pro rata basis. Upon the completion of the purchase of all the notes tendered pursuant to an Offer, the amount of Excess Proceeds, if any, shall be reset at zero for purposes of the indenture governing the notes.

      (d) If the Company becomes obligated to make an Offer pursuant to clause (c) above, the notes shall be purchased by the Company, at the option of the holders thereof, in whole or in part in integral multiples of $1,000, on the Offer Date, which shall be fixed by the Company on a Business Day that is not earlier than 30 days and not later than 60 days from the date the notice of the Offer is given to holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act.

      (e) The indenture for the notes provides that the Company will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with an Offer.

      Limitation on Issuances of Guarantees of and Pledges for Indebtedness. (a) The Company will not cause or permit any Restricted Subsidiary, other than a Guarantor, directly or indirectly, to secure the payment of any Senior Indebtedness of the Company and the Company will not, and will not permit any Restricted Subsidiary (other than a Guarantor) to, pledge any intercompany notes representing obligations of any Restricted Subsidiary (other than a Guarantor) or any Capital Stock of a Wholly Owned Restricted Subsidiary (other than a Guarantor or a Securitization Entity and other than up to 66 2/3% of the Capital Stock of a Foreign Subsidiary) to secure the payment of any Senior Indebtedness unless in each case such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the indenture providing for a guarantee of payment of the notes by such Restricted Subsidiary, which guarantee shall be on the same terms as the guarantee of the Senior Indebtedness (if a guarantee of Senior Indebtedness is granted by any such Restricted Subsidiary) except that the guarantee of the notes need not be secured and shall be subordinated to the claims against such Restricted Subsidiary in respect of Senior Indebtedness to the same extent as the notes are subordinated to Senior Indebtedness of the Company under the indenture.

      (b) The Company will not cause or permit any Restricted Subsidiary (which is not a Guarantor), directly or indirectly, to guarantee, assume or in any other manner become liable with respect to any Indebtedness of the Company or any Restricted Subsidiary unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the indenture providing for a Guarantee of the notes on the same terms as the guarantee of such Indebtedness except that

      (A) such guarantee need not be secured unless required pursuant to “— Limitation on Liens,”

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      (B) if such Indebtedness is by its terms Senior Indebtedness, any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be senior to such Restricted Subsidiary’s Guarantee of the notes to the same extent as such Senior Indebtedness is senior to the notes, and

      (C) if such Indebtedness is by its terms expressly subordinated to the notes, any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary’s Guarantee of the notes at least to the same extent as such Indebtedness is subordinated to the notes.

      Notwithstanding this paragraph (b), a Foreign Subsidiary may, directly or indirectly, to the extent otherwise permitted by the indenture, guarantee, assume or in any other manner become liable with respect to any Indebtedness of another Foreign Subsidiary (which is incurred in compliance with the indenture) without complying with this paragraph (b).

      (c) Notwithstanding the foregoing, any Guarantee (including the initial Guarantees) by a Restricted Subsidiary of the notes shall provide by its terms that it (and all Liens securing the same) shall be automatically and unconditionally released and discharged upon

      (1) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company’s or any Restricted Subsidiary’s Capital Stock in, or all or substantially all the assets of, such Restricted Subsidiary, or the designation of such Restricted Subsidiary as an Unrestricted Subsidiary, which transaction is in compliance with the terms of the indenture and such Restricted Subsidiary is released from all guarantees, if any, by it of other Indebtedness of the Company or any Restricted Subsidiaries, or

      (2) the release by the holders of the Indebtedness of the Company described in paragraphs (a) and (b) above of their security interest or their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), at such time as (A) no other Indebtedness of the Company has been secured or guaranteed by such Restricted Subsidiary, as the case may be, or (B) the holders of all such other Indebtedness which is secured or guaranteed by such Restricted Subsidiary also release their security interest in or guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness).

      Limitation on Senior Subordinated Indebtedness. The Company will not, and will not permit or cause any Guarantor to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise in any manner become directly or indirectly liable for or with respect to or otherwise permit to exist any Indebtedness that is subordinate in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also pari passu with the notes or the Guarantee of such Guarantor or subordinated in right of payment to the notes or such Guarantee at least to the same extent as the notes or such Guarantee are subordinated in right of payment to Senior Indebtedness or Senior Indebtedness of such Guarantor, as the case may be, as set forth in the indenture. Unsecured Indebtedness is not deemed to be subordinate or junior in right of payment to secured Indebtedness merely because it is unsecured and Indebtedness which has different security or different priorities in the same security will not be deemed subordinate or junior in right of payment to secured Indebtedness because of such differences.

      Limitation on Subsidiary Preferred Stock. (a) The Company will not permit any Restricted Subsidiary of the Company to issue, sell or transfer any Preferred Stock, except for (1) Preferred Stock issued or sold to, held by or transferred to the Company or a Restricted Subsidiary, and (2) Preferred Stock issued by a Person prior to the time (A) such Person becomes a Restricted Subsidiary, (B) such Person merges with or into a Restricted Subsidiary or (C) a Restricted Subsidiary merges with or into such Person; provided that such Preferred Stock was not issued or incurred by such Person in anticipation of the type of transaction contemplated by subclause (A), (B) or (C). This clause (a) shall not apply upon the acquisition by a third party of all the outstanding Capital Stock of such Restricted Subsidiary in

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accordance with the terms of the indenture (including, without limitation, the provisions described above under “— Limitation on Sale of Assets”).

      (b) The Company will not permit any Person (other than the Company or a Restricted Subsidiary) to acquire Preferred Stock of any Restricted Subsidiary from the Company or any Restricted Subsidiary, except upon the acquisition of all the outstanding Capital Stock of such Restricted Subsidiary in accordance with the terms of the indenture (including, without limitation, the provisions described above under “— Limitation on Sale of Assets”).

      (c) Notwithstanding clauses (a) and (b) above, the Company’s Restricted Subsidiaries may collectively issue, sell or transfer Preferred Stock, and any Person (other than the Company and its Restricted Subsidiaries) may acquire Preferred Stock of a Restricted Subsidiary of the Company, so long as the aggregate Fair Market Value of all Restricted Subsidiaries issuing such Preferred Stock does not exceed 5% of the Company’s Consolidated Net Tangible Assets.

      Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to

      (1) pay dividends or make any other distribution on its Capital Stock or any other interest or participation in or measured by its profits,

      (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary,

      (3) make any Investment in the Company or any other Restricted Subsidiary, or

      (4) transfer any of its properties or assets to the Company or any other Restricted Subsidiary.

      However, this covenant will not prohibit any (1) encumbrance or restriction pursuant to an agreement (including the Credit Agreement) in effect on the date of the indenture; (2) encumbrance or restriction with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the date of the indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (3) encumbrance or restriction pursuant to any agreement governing any Indebtedness permitted by clause (8) of the definition of Permitted Indebtedness as to the assets financed with the proceeds of such Indebtedness; (4) encumbrance or restriction contained in any Acquired Indebtedness or other agreement of any entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries so long as such encumbrance or restriction was not entered into in contemplation of the acquisition, merger or consolidation transaction; (5) encumbrance or restriction existing under applicable law or any requirement of any regulatory body; (6) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption “— Limitation on Liens” that limit the right of the debtor to dispose of the assets subject to such Liens; (7) restrictions contained in any other indenture or instrument governing debt of the Company or any Guarantor that are not materially more restrictive, taken as a whole, than those contained in the indenture governing the notes; (8) restrictions contained in any other credit facility governing debt of the Company or any Guarantor that are not (in the view of the board of directors of the Company as expressed in a board resolution thereof) materially more restrictive, taken as a whole, than those contained in the Credit Agreement; (9) encumbrance or restriction with respect to a Securitization Entity in connection with a Qualified Securitization Transaction; provided, however, that such encumbrances and restrictions are customarily required by the institutional sponsor or arranger of such Qualified Securitization Transaction in similar types of documents relating to the purchase of similar receivables in connection with the financing thereof; (10) customary restrictions imposed by the terms of shareholders’, partnership or joint venture agreements entered into in the ordinary course of business; provided, however, that such restrictions do not apply to any Restricted Subsidiaries other than the

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applicable company, partnership or joint venture; and provided, further, however, that such encumbrances and restrictions may not materially impact the ability of the Company to permit payments on the notes when due as required by the terms of the indenture; (11) restrictions contained in Indebtedness of Foreign Subsidiaries permitted to be incurred under the indenture, so long as such restrictions or encumbrances are customary for Indebtedness of the type issued and do not materially impact the ability of the Company to make payments on the notes as required by the terms of the indenture (in the view of an officer of the Company as expressed in an officer’s certificate thereof); (12) customary non-assignment provisions in leases, licenses or contracts; (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (14) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; and (15) encumbrance or restriction under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (14), or in this clause (15), provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

      Limitation on Unrestricted Subsidiaries. The Company may designate after the Issue Date any Subsidiary as an “Unrestricted Subsidiary” under the indenture (a “Designation”) only if:

      (a) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation;

      (b) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) of “— Limitation on Restricted Payments” above in an amount (the “Designation Amount”) equal to the greater of (1) the net book value of the Company’s interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the Company’s interest in such Subsidiary as determined in good faith by the Company’s board of directors;

      (c) the Company would be permitted under the indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant described under “— Limitation on Indebtedness” at the time of such Designation (assuming the effectiveness of such Designation);

      (d) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary;

      (e) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the notes; and

      (f) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed a Restricted Payment.

      In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to the covenant “— Limitation on Restricted Payments” for all purposes of the indenture in the Designation Amount.

      The indenture will also provide that the Company shall not and shall not cause or permit any Restricted Subsidiary to at any time

      (a) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any

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Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries), or

      (b) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary.

      For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary.

      The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if:

      (a) no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation;

      (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of the indenture; and

      (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant described under “— Limitation on Indebtedness.”

      All Designations and Revocations must be evidenced by a resolution of the board of directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions.

      Provision of Financial Statements. Whether or not the Company is subject to Section 13 (a) or 15(d) of the Exchange Act, the Company and any Guarantor will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the “Required Filing Date”) by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject.

      The Company and any Guarantor will also in any event (a) within 15 days of each Required Filing Date (1) transmit by mail to all holders, as their names and addresses appear in the security register, without cost to such holders and (2) file with the Trustee copies of the annual reports, quarterly reports and other documents which the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (b) if filing such documents by the Company and such Guarantor with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective holder at the Company’s cost.

      If any Guarantor’s or secured party’s financial statements would be required to be included in the financial statements filed or delivered pursuant to the indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor’s financial statements in any filing or delivery pursuant to the indenture.

      The indenture also provides that, so long as any of the notes remain outstanding, the Company will make available to any prospective purchaser of notes or beneficial owner of notes in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the notes for securities identical in all material respects which have been

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registered under the Securities Act or until such time as the holders thereof have disposed of such notes pursuant to an effective registration statement under the Securities Act.

      Additional Covenants. The indenture also contains covenants with respect to the following matters: (1) payment of principal, premium and interest; (2) maintenance of an office or agency in The City of New York; (3) arrangements regarding the handling of money held in trust; (4) maintenance of corporate existence; (5) payment of taxes and other claims; (6) maintenance of properties; and (7) maintenance of insurance.

Consolidation, Merger, Sale of Assets

      The Company will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or a Guarantor), unless at the time and after giving effect thereto

      (1) either (a) the Company will be the continuing corporation or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Entity”) will be a corporation duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the notes and the indenture and the Registration Rights Agreement (as that term is defined under “— Exchange Offer; Registration Rights”), as the case may be, and the notes and the indenture and the Registration Rights Agreement will remain in full force and effect as so supplemented (and any Guarantees will be confirmed as applying to such Surviving Entity’s obligations);

      (2) immediately before and immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries which becomes the obligation of the Company or any of its Restricted Subsidiaries as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default will have occurred and be continuing;

      (3) immediately before and immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-quarter period for which financial statements are available ending immediately prior to the consummation of such transaction with the appropriate adjustments with respect to the transaction being included in such pro forma calculation), the Company (or the Surviving Entity if the Company is not the continuing obligor under the indenture) could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions of “— Certain Covenants — Limitation on Indebtedness;”

      (4) at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the indenture and the notes;

      (5) at the time of the transaction, if any of the property or assets of the Company or any of its Restricted Subsidiaries would thereupon become subject to any Lien, the provisions of “— Certain Covenants — Limitation on Liens” are complied with; and

      (6) at the time of the transaction, the Company or the Surviving Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee,

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an officers’ certificate and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with the indenture and that all conditions precedent therein provided for relating to such transaction have been complied with.

      Each Guarantor will not, and the Company will not permit a Guarantor to, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than the Company or any Guarantor) or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Company or any Guarantor) or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the Company or any Guarantor), unless at the time and after giving effect thereto

      (1) either (a) the Guarantor will be the continuing corporation in the case of a consolidation or merger involving the Guarantor or (b) the Person (if other than the Guarantor) formed by such consolidation or into which such Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated basis (the “Surviving Guarantor Entity”) will be a corporation, limited liability company, limited liability partnership, partnership or trust duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of such Guarantor under its Guarantee of the notes and the indenture and the Registration Rights Agreement and such Guarantee, indenture and Registration Rights Agreement will remain in full force and effect;

      (2) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default will have occurred and be continuing; and

      (3) at the time of the transaction such Guarantor or the Surviving Guarantor Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an officers’ certificate and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with the indenture and that all conditions precedent therein provided for relating to such transaction have been complied with;

provided, however, that this paragraph shall not apply to any Guarantor whose Guarantee of the notes is unconditionally released and discharged in accordance with paragraph (c) under the provisions of “— Certain Covenants — Limitation on Issuances of Guarantees of and Pledges for Indebtedness.”

      In the event of any transaction (other than a lease) described in and complying with the conditions listed in the two immediately preceding paragraphs in which the Company or any Guarantor, as the case may be, is not the continuing corporation, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, and the Company and any Guarantor, as the case may be, shall be discharged from all obligations and covenants under the indenture and the notes or its Guarantee, as the case may be, and the Registration Rights Agreement.

Fall Away Event

      In the event of the occurrence of a Fall Away Event (and notwithstanding the failure of the Company subsequently to maintain Investment Grade Status), (1) the covenants and provisions described above under “Certain Covenants — Limitation on Indebtedness,” “— Limitation on Restricted Payments,” “— Limitation on Transactions With Affiliates,” “— Limitation on Liens,” “— Limitation on Sale of Assets,” “— Limitation on Subsidiary Preferred Stock,” and “— Limitation on Dividend and Other

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Payment Restrictions Affecting Subsidiaries” shall each no longer be in effect for the remaining term of the notes, (2) the Company will no longer be subject to the financial test set forth in clause (3) under the first paragraph under “— Consolidation, Merger, Sale of Assets” or to clause (b) in the first paragraph or clause (c) in the first and fifth paragraphs under “— Limitation on Unrestricted Subsidiaries” and (3) the covenants described below under “— Limitation on Liens” and “— Limitation on Sale Leaseback Transactions” will be applicable. The covenants described below will only be applicable in the event of the occurrence of a Fall Away Event.

      Limitation on Liens. The Company will not, and will not permit any Restricted Subsidiary to, incur any Lien to secure Indebtedness without making, or causing such Restricted Subsidiary to make, effective provision for securing the notes on a subordinated (second priority) basis for so long as such Indebtedness is so secured.

      The foregoing restrictions will not apply to:

      (1) any Lien existing on (or securing Indebtedness committed to but not outstanding on) the date of the Fall Away Event (which Lien in either case was not created in connection with, or in contemplation of, such Fall Away Event);

      (2) any Lien in favor of only the Company or a Restricted Subsidiary;

      (3) any Lien on property of a Person existing immediately prior to the time such Person is merged with or into or consolidated with the Company or any of its Restricted Subsidiaries or otherwise becomes a Restricted Subsidiary of the Company (provided that such Lien is not incurred in anticipation of such transaction and does not extend beyond the property subject thereto, or secure any Indebtedness that is not secured thereby, immediately prior to such transaction);

      (4) any Lien on property (or on the Capital Stock of the entity that owns property) existing immediately prior to the time of acquisition thereof (provided that such Lien is not incurred in anticipation of such transaction and does not extend beyond the property subject thereto, or secure any Indebtedness that is not secured thereby, immediately prior to such transaction);

      (5) any Lien on property or assets securing all or any portion of the purchase price thereof or securing all or any portion of the cost of construction or alteration of or improvement on any property or assets created or assumed contemporaneously with, or within 90 days after, such acquisition or completion of such construction or improvement (provided that such Lien does not extend to any other property or assets and secures Indebtedness in an amount that does not exceed such purchase price or cost of construction, alteration or improvement);

      (6) Liens with respect to the payment of taxes, assessments or governmental charges in all cases which are not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;

      (7) Liens of landlords arising by statute and Liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other Liens imposed by law created in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;

      (8) deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) and surety, appeal, customs or performance bonds (or letters of credit or comparable instruments securing the Company’s or a Restricted Subsidiary’s performance and which are otherwise permitted by the indenture);

      (9) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar encumbrances on

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the use of real property that do not materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property;

      (10) encumbrances arising under leases or subleases of real property that do not in the aggregate materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property;

      (11) financing statements of a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business;

      (12) other Liens if, after giving effect thereto, the sum of all Indebtedness secured by all Liens incurred pursuant to this clause (12) on or after the date of the Fall Away Event and outstanding at any one time, together with the Attributable Value of Sale Leaseback Transactions entered into on or after the date of the Fall Away Event and outstanding at any one time and otherwise prohibited by the indenture, does not exceed 15% of the Company’s Consolidated Net Tangible Assets; and

      (13) any extension, renewal, refunding or refinancing of any of the Liens referred to in sections (1) to (11) above or this section (13).

      Limitation on Sale Leaseback Transactions. We will not, and will not permit any Restricted Subsidiary (other than a Foreign Subsidiary) to, enter into any Sale Leaseback Transaction (except for a period not exceeding 36 months) unless

      (1) the Attributable Debt of the Company and its Restricted Subsidiaries in respect of the Sale Leaseback Transaction and all other Sale Leaseback Transactions entered into after the date of the Fall Away Event and otherwise prohibited by the indenture, plus the aggregate principal amount of Indebtedness secured by Liens incurred pursuant to clause (12) under “— Limitation on Liens” above, does not exceed 15% of the Company’s Consolidated Net Tangible Assets, or

      (2) the Company or one of its Restricted Subsidiaries applies, within 365 days after the related sale, an amount equal to the Net Cash Proceeds of such sale (a) to the redemption or retirement of Indebtedness of the Company or a Restricted Subsidiary or (b) to the purchase of or investment in property or other assets having a Fair Market Value, determined at the time of such purchase, at least equal to the Net Cash Proceeds of such sale and which will be used in the business of the Company and its Restricted Subsidiaries then being conducted.

Events of Default

      An Event of Default will occur under the indenture if:

      (1) there shall be a default in the payment of any interest on any note when it becomes due and payable, and such default shall continue for a period of 30 days (whether or not prohibited by the subordination provisions of the indenture);

      (2) there shall be a default in the payment of the principal of (or premium, if any, on) any note at its Maturity (upon acceleration, optional or mandatory redemption, if any, required repurchase or otherwise) (whether or not prohibited by the subordination provisions of the indenture);

      (3) (a) there shall be a default in the performance, or breach, of any covenant or agreement of the Company or any Guarantor under the indenture or any Guarantee (other than a default in the performance, or breach, of a covenant or agreement which is specifically dealt with in clause (1), (2) or in clause (b), (c) or (d) of this clause (3)) and such default or breach shall continue for a period of 30 days after written notice has been given, by certified mail, (1) to the Company by the Trustee or (2) to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the outstanding notes; (b) there shall be a default in the performance or breach of the provisions described in “— Consolidation, Merger, Sale of Assets;” (c) the Company shall have failed to make or consummate an Offer in accordance with the provisions of “— Certain Covenants —

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Limitation on Sale of Assets;” or (d) the Company shall have failed to make or consummate a Change of Control Offer in accordance with the provisions of “— Purchase of Notes Upon a Change of Control;”

      (4) one or more defaults shall have occurred under any of the agreements, indentures or instruments under which the Company, any Guarantor or any Restricted Subsidiary then has outstanding Indebtedness in excess of $25 million, individually or in the aggregate, and either (a) such default results from the failure to pay such Indebtedness at its stated final maturity and such default has not been cured or the Indebtedness repaid in full within ten days of the default or (b) such default or defaults have resulted in the acceleration of the maturity of such Indebtedness and such acceleration has not been rescinded or such Indebtedness repaid in full within ten days of the acceleration;

      (5) any Guarantee shall for any reason cease to be, or shall for any reason be asserted in writing by any Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms, except to the extent contemplated by the indenture and any such Guarantee;

      (6) one or more judgments, orders or decrees of any court or regulatory or administrative agency for the payment of money in excess of $25 million, either individually or in the aggregate, shall be rendered against the Company, any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary or any of their respective properties and shall not be discharged and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal or otherwise, shall not be in effect;

      (7) there shall have been the entry by a court of competent jurisdiction of (a) a decree or order for relief in respect of the Company, any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law or (b) a decree or order adjudging the Company, any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of or in respect of the Company, any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company, any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary or of any substantial part of their respective properties, or ordering the winding up or liquidation of their affairs, and any such decree or order for relief shall continue to be in effect, or any such other decree or order shall be unstayed and in effect, for a period of 60 consecutive days; or

      (8) (a) the Company, any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary commences a voluntary case or proceeding under any applicable Bankruptcy Law or any other case or proceeding to be adjudicated bankrupt or insolvent,

      (b) the Company, any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary consents to the entry of a decree or order for relief in respect of the Company, such Significant Subsidiary or such group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the

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Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against it,

      (c) the Company, any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law,

      (d) the Company, any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary (1) consents to the filing of such petition or the appointment of, or taking possession by, a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company, such Significant Subsidiary or such group of Restricted Subsidiaries or of any substantial part of their respective properties, (2) makes an assignment for the benefit of creditors or (3) admits in writing its inability to pay its debts generally as they become due, or

      (e) the Company, any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary takes any corporate action to authorize any such actions in this paragraph (8).

      If an Event of Default (other than as specified in clauses (7) and (8) of the prior paragraph) shall occur and be continuing with respect to the indenture, the Trustee or the holders of not less than 25% in aggregate principal amount of the notes then outstanding may, and the Trustee at the request of such holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the holders of the notes) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately. If an Event of Default specified in clause (7) or (8) of the prior paragraph occurs and is continuing, then all the notes shall become and be due and payable immediately in an amount equal to the principal amount of the notes, together with accrued and unpaid interest, if any, to the date the notes become due and payable, without any declaration or other act on the part of the Trustee or any holder. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the holders of notes by appropriate judicial proceedings.

      After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of a majority in aggregate principal amount of notes outstanding by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

      (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (1) all sums paid or advanced by the Trustee under the indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (2) all overdue interest on all notes then outstanding, (3) the principal of, and premium, if any, on any notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the notes and (4) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the notes;

      (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and

      (c)     all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in the indenture.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

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      The holders of not less than a majority in aggregate principal amount of the notes outstanding may on behalf of the holders of all outstanding notes waive any past default under the indenture and its consequences, except (1) an uncured default in the payment of the principal of, premium, if any, or interest on any note (which may only be waived with the consent of each holder of notes effected) or (2) a default in respect of a covenant or provision which under the indenture cannot be modified or amended without the consent of the holder of each note affected by such modification or amendment.

      No holder of any of the notes has any right to institute any proceedings with respect to the indenture or any remedy thereunder unless the holders of at least 25% in aggregate principal amount of the outstanding notes have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee under the notes and the indenture, the Trustee has failed to institute such proceeding within 30 days after receipt of such notice and the Trustee, within such 30-day period, has not received directions inconsistent with such written request by holders of a majority in aggregate principal amount of the outstanding notes. Such limitations do not, however, apply to a suit instituted by a holder of a note for the enforcement of the payment of the principal of, premium, if any, or interest on such note on or after the respective due dates expressed in such note.

      The Company is required to notify the Trustee within five business days of the occurrence of any Default. The Company is required to deliver to the Trustee, on or before a date not more than 60 days after the end of each fiscal quarter and not more than 120 days after the end of each fiscal year, a written statement as to compliance with the indenture, including whether or not any Default has occurred. The Trustee is under no obligation to exercise any of the rights or powers vested in it by the indenture at the request or direction of any of the holders of the notes unless such holders offer to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred thereby.

      The Trust Indenture Act contains limitations on the rights of the Trustee, should it become a creditor of the Company or any Guarantor, if any, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Trustee is permitted to engage in other transactions, but if it acquires any conflicting interest it must eliminate such conflict upon the occurrence of an Event of Default or else resign.

No Personal Liability of Directors, Officers, Employees and Stockholders

      No director, officer, employee, member or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the new notes, the indenture, the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Defeasance or Covenant Defeasance of Indenture

      The Company may, at its option and at any time, elect to have the obligations of the Company, any Guarantor and any other obligor upon the notes discharged with respect to the outstanding notes (“defeasance”). Such defeasance means that the Company, any such Guarantor and any other obligor under the indenture shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding notes, except for

      (1)     the rights of holders of such outstanding notes to receive payments in respect of the principal of, premium, if any, and interest on such notes when such payments are due,

      (2)     the Company’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes, and the maintenance of an office or agency for payment and money for security payments held in trust,

      (3)     the rights, powers, trusts, duties and immunities of the Trustee, and

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      (4)     the defeasance provisions of the indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and any Guarantor released with respect to certain covenants that are described in the indenture (“covenant defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to the notes. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events) described under “— Events of Default” will no longer constitute an Event of Default with respect to the notes.

      In order to exercise either defeasance or covenant defeasance,

      (a)     the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the notes cash in United States dollars, U.S. Government Obligations (as defined in the indenture), or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm, to pay and discharge the principal of, premium, if any, and interest on the outstanding notes on the Stated Maturity (or on any date after January 15, 2008 (such date being referred to as the “Defeasance Redemption Date”), if at or prior to electing either defeasance or covenant defeasance, the Company has delivered to the Trustee an irrevocable notice to redeem all of the outstanding notes on the Defeasance Redemption Date);

      (b)     in the case of defeasance, the Company shall have delivered to the Trustee an opinion of independent counsel in the United States stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

      (c)     in the case of covenant defeasance, the Company shall have delivered to the Trustee an opinion of independent counsel in the United States to the effect that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

      (d)     no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as clauses (7) or (8) under the first paragraph under “— Events of Default” are concerned, at any time during the period ending on the 91st day after the date of deposit;

      (e)     such defeasance or covenant defeasance shall not cause the Trustee for the notes to have a conflicting interest as defined in the indenture and for purposes of the Trust Indenture Act with respect to any securities of the Company or any Guarantor;

      (f)     such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under, the indenture or any other material agreement or instrument to which the Company, any Guarantor or any Restricted Subsidiary is a party or by which it is bound;

      (g)     such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder;

      (h)     the Company will have delivered to the Trustee an opinion of independent counsel in the United States to the effect that (assuming no holder of the notes would be considered an

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insider of the Company or any Guarantor under any applicable bankruptcy or insolvency law and assuming no intervening bankruptcy or insolvency of the Company or any Guarantor between the date of deposit and the 91st day following the deposit) after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally which relates to preferences;

      (i)     the Company shall have delivered to the Trustee an officers’ certificate stating that the deposit was not made by the Company with the intent of preferring the holders of the notes or any Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the Company, any Guarantor or others;

      (j)     no event or condition shall exist that would prevent the Company from making payments of the principal of, premium, if any, and interest on the notes on the date of such deposit or at any time ending on the 91st day after the date of such deposit; and

      (k)     the Company will have delivered to the Trustee an officers’ certificate and an opinion of independent counsel, each stating that all conditions precedent provided for relating to either the defeasance or the covenant defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

      The indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the notes as expressly provided for in the indenture) as to all outstanding notes under the indenture when

      (a)     either

      (1)     all such notes theretofore authenticated and delivered (except lost, stolen or destroyed notes which have been replaced or paid or notes whose payment has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided for in the indenture) have been delivered to the Trustee for cancellation, or

      (2)     all notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year, or (c) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company;

      (b)     the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount in United States dollars sufficient to pay and discharge the entire indebtedness on the notes not theretofore delivered to the Trustee for cancellation, including principal of, premium, if any, and accrued interest at such Maturity, Stated Maturity or redemption date;

      (c)     no Default or Event of Default shall have occurred and be continuing on the date of such deposit;

      (d)     the Company or any Guarantor has paid or caused to be paid all other sums payable under the indenture by the Company and any Guarantor; and

      (e)     the Company has delivered to the Trustee an officers’ certificate and an opinion of independent counsel each stating that (1) all conditions precedent under the indenture relating to the satisfaction and discharge of such indenture have been complied with and (2) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, the indenture or any other material agreement or instrument to which the Company, any Guarantor or any Subsidiary is a party or by which the Company, any Guarantor or any Subsidiary is bound.

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Modifications and Amendments

      Modifications and amendments of the indenture may be made by the Company, each Guarantor, if any, and the Trustee with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for notes); provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding note affected thereby:

      (1)     change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any redemption date of, or waive an uncured default in the payment of the principal of, premium, if any, or interest on, any such note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any such note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date);

      (2)     amend, change or modify the obligation of the Company to make and consummate an Offer with respect to any Asset Sale or Asset Sales in accordance with “— Certain Covenants — Limitation on Sale of Assets” or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with “— Purchase of Notes Upon a Change of Control,” including, in each case, amending, changing or modifying any definitions related thereto;

      (3)     reduce the percentage in principal amount of such outstanding notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver or compliance with certain provisions of the indenture;

      (4)     modify any of the provisions relating to supplemental indentures requiring the consent of holders or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of such outstanding notes required for such actions or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each such note affected thereby;

      (5)     except as otherwise permitted under “— Consolidation, Merger, Sale of Assets,” consent to the assignment or transfer by the Company or any Guarantor of any of its rights and obligations under the indenture; or

      (6)     amend or modify any of the provisions of the indenture relating to the subordination of the notes or any Guarantee in any manner adverse to the holders of the notes or any Guarantee.

      Notwithstanding the foregoing, without the consent of any holders of the notes, the Company, any Guarantor, any other obligor under the notes and the Trustee may modify or amend the indenture:

      (1)     to evidence the succession of another Person to the Company or a Guarantor, and the assumption by any such successor of the covenants of the Company or such Guarantor in the indenture and in the notes and in any Guarantee in accordance with “— Consolidation, Merger, Sale of Assets;”

      (2)     to add to the covenants of the Company, any Guarantor or any other obligor upon the notes for the benefit of the holders of the notes or to surrender any right or power conferred upon the Company or any Guarantor or any other obligor upon the notes, as applicable, in the indenture, in the notes or in any Guarantee;

      (3)     to cure any ambiguity, or to correct or supplement any provision in the indenture, the notes or any Guarantee which may be defective or inconsistent with any other provision in the indenture, the notes or any Guarantee or make any other provisions with respect to matters or questions arising under the indenture, the notes or any Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the holders of the notes;

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      (4)     to comply with the requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

      (5)     to add a Guarantor under the indenture;

      (6)     to evidence and provide the acceptance of the appointment of a successor Trustee under the indenture; or

      (7)     to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the holders of the notes as additional security for the payment and performance of the Company’s and any Guarantor’s obligations under the indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to the indenture or otherwise.

      The holders of a majority in aggregate principal amount of the notes outstanding may waive compliance with certain restrictive covenants and provisions of the indenture.

Further Issues

      We may from time to time, without notice to or the consent of the registered holders of the notes, create and issue further notes (the “Additional Notes”) ranking equally with the notes in all respects (or in all respects other than the payment of interest accruing prior to the issue date of such further notes or except for the first payment of interest following the issue date of such further notes), subject to compliance with the covenant described under “— Certain Covenants — Limitation on Indebtedness” and the restrictions contained in the Company’s credit facility and other agreements. Such further notes may be consolidated and form a single series with the notes and have the same terms as to status, redemption or otherwise as to the notes.

Governing Law

      The indenture, the notes and any Guarantee will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of law principles thereof.

Concerning the Trustee

      The indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as Trustee with such conflict or resign as Trustee.

      The holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs (which has not been cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

      “Acquired Indebtedness” means Indebtedness of a Person (1) existing at the time such Person becomes a Restricted Subsidiary or (2) assumed in connection with the acquisition of assets from such Person, in each case, other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or such acquisition, as the case may be. Acquired Indebtedness

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shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Restricted Subsidiary, as the case may be.

      “Affiliate” means, with respect to any specified Person: (1) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; (2) any other Person that owns, directly or indirectly, 5% or more of any class or series of such specified Person’s (or any of such Person’s direct or indirect parent’s) Capital Stock or any officer or director of any such specified Person or other Person or, with respect to any natural Person, any Person having a relationship with such Person by blood, marriage or adoption not more remote than first cousin; or (3) any other Person 5% or more of the Voting Stock of which is beneficially owned or held directly or indirectly by such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

      “Asset Sale” means any sale, issuance, conveyance, transfer, lease or other disposition (including, without limitation, by way of merger, consolidation or sale and leaseback transaction) (collectively, a “transfer”), directly or indirectly, in one or a series of related transactions, of:

      (1)     any Capital Stock of any Restricted Subsidiary;

      (2)     all or substantially all of the properties and assets of any division or line of business of the Company or any Restricted Subsidiary; or

      (3)     any other properties, assets or rights of the Company or any Restricted Subsidiary other than in the ordinary course of business.

      For the purposes of this definition, the term “Asset Sale” shall not include any transfer of properties and assets

      (A)     that is governed by the provisions described under “— Consolidation, Merger, Sale of Assets,”

      (B)     that is by the Company to any Restricted Subsidiary, or by any Restricted Subsidiary to the Company or any Restricted Subsidiary in accordance with the terms of the indenture,

      (C)     that would be within the definition of a “Restricted Payment” under the “— Limitation on Restricted Payments” covenant and would be permitted to be made as a Restricted Payment (and shall be deemed a Restricted Payment) under such covenant, or that would be a Permitted Investment hereunder,

      (D)     that is a disposition of Receivables and Related Assets in a Qualified Securitization Transaction for the Fair Market Value thereof including cash or Cash Equivalents in an amount at least equal to 65% of the Fair Market Value thereof,

      (E)     that is of obsolete equipment in the ordinary course of business,

      (F)     that consist of Cash Equivalents, inventory, receivables and other current assets in the ordinary course of business, or

      (G)     the Fair Market Value of which in the aggregate does not exceed $5 million in any transaction or series of related transactions.

      “Asset Swap” means the exchange by the Company or a Restricted Subsidiary of a portion of its property, business or assets, in the ordinary course of business, for property, businesses or assets which, or Capital Stock of a Person all or substantially all of whose assets, are of a type used in the business of the Company on the date of the indenture or in a Permitted Business, or a combination of any property, business or assets or Capital Stock of such a Person and cash or Cash Equivalents.

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      “Attributable Debt” means, as to any lease under which any Person is at the time liable, and at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining term thereof as determined in accordance with GAAP, discounted from the last date of such term to the date of determination at a rate per annum equal to the discount rate that would be applicable to a Capital Lease Obligation with like term in accordance with GAAP. The net amount of rent required to be paid under any such lease for any such period will be the aggregate amount of rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of insurance, taxes, assessments, utility, operating and labor costs and similar charges.

      “Average Life to Stated Maturity” means, as of the date of determination with respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the products of (a) the number of years from the date of determination to the date or dates of each successive scheduled principal payment of such Indebtedness multiplied by (b) the amount of each such principal payment by (2) the sum of all such principal payments.

      “Bankruptcy Law” means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state law or foreign law relating to bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

      “Capital Lease Obligation” of any Person means any obligation of such Person and its Restricted Subsidiaries on a Consolidated basis under any capital lease of (or other agreement conveying the right to use) real or personal property which, in accordance with GAAP, is required to be recorded as a capitalized lease obligation.

      “Capital Stock” of any Person means any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, other equity interests whether now outstanding or issued after the date of the indenture, partnership interests (whether general or limited), limited liability company interests, any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, including any Preferred Stock, and any rights (other than debt securities convertible into Capital Stock), warrants or options exchangeable for or convertible into such Capital Stock.

      “Cash Equivalents” means

      (1)     any evidence of Indebtedness issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof,

      (2)     deposits, certificates of deposit or acceptances of any financial institution that is a member of the Federal Reserve System (or organized in any foreign country recognized by the United States) and whose senior unsecured debt is rated at least “A-1” by S&P or at least “P-1” by Moody’s,

      (3)     commercial paper with a maturity of 365 days or less issued by a corporation (other than an Affiliate or Subsidiary of the Company) organized and existing under the laws of the United States of America, any state thereof or the District of Columbia (or any foreign country recognized by the United States) and rated at least “A-1” by S&P and at least “P-1” by Moody’s,

      (4)     repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States or issued by any agency thereof and backed by the full faith and credit of the United States maturing within 365 days from the date of acquisition, and

      (5) money market funds which invest substantially all of their assets in securities described in the preceding clauses (1) through (4).

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      “Change of Control” means the occurrence of any of the following events:

      (1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding Voting Stock of the Company;

      (2) during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of the Company (together with any new directors whose election to such board or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of such board of directors then in office;

      (3) the Company consolidates with or merges with or into any Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person, or any Person consolidates with or merges into or with the Company, in any such event pursuant to a transaction in which the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities or other property, other than any such transaction where

      (A) the outstanding Voting Stock of the Company is changed into or exchanged for (1) Voting Stock of the surviving corporation which is not Redeemable Capital Stock or (2) cash, securities and other property (other than Capital Stock of the surviving corporation) in an amount which could be paid by the Company as a Restricted Payment as described under “— Certain Covenants — Limitation on Restricted Payments” (and such amount shall be treated as a Restricted Payment subject to the provisions in the indenture described under “— Certain Covenants — Limitation on Restricted Payments”), and

      (B) immediately after such transaction, no “person” or “group” is the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding Voting Stock of the surviving corporation; or

      (4) the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution other than in a transaction which complies with the provisions described under “— Consolidation, Merger, Sale of Assets.”

      “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of the indenture such Commission is not existing and performing the duties now assigned to it under the Securities Act, Exchange Act and Trust Indenture Act then the body performing such duties at such time.

      “Commodity Price Protection Agreement” means any forward contract, commodity swap, commodity option or other similar financial agreement or arrangement relating to, or the value of which is dependent upon, fluctuations in commodity prices.

      “Common Stock” means the Company’s common stock, $1 par value per share.

      “Company” means PerkinElmer, Inc., a corporation incorporated under the laws of Massachusetts, until a successor Person shall have become such pursuant to the applicable provisions of the indenture, and thereafter “Company” shall mean such successor Person.

      “Consolidated Fixed Charge Coverage Ratio” of any Person means, for any period, the ratio of

      (a) the sum of Consolidated Net Income (Loss), and in each case to the extent deducted in computing Consolidated Net Income (Loss) for such period, Consolidated Interest Expense,

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Consolidated Income Tax Expense and Consolidated Non-cash Charges for such period, of such Person and its Restricted Subsidiaries on a Consolidated basis, all determined in accordance with GAAP, less all non-cash items increasing Consolidated Net Income for such period and less all cash payments during such period relating to non-cash charges that were added back to Consolidated Net Income in determining the Consolidated Fixed Charge Coverage Ratio in any prior period to

      (b) the sum of (1) Consolidated Interest Expense for such period and (2) cash and non-cash dividends (other than Qualified Capital Stock) paid (i) on any Redeemable Capital Stock of such Person and its Restricted Subsidiaries during such period or (ii) on Preferred Stock of such Person’s Restricted Subsidiaries during such period (other than dividends paid to the Company or a Wholly Owned Restricted Subsidiary),

in each case after giving pro forma effect (as calculated in accordance with Article 11 of Regulation S-X under the Securities Act or any successor provision) to

      (1) the incurrence of the Indebtedness giving rise to the need to make such calculation and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, on the first day of such period;

      (2) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such period as if such Indebtedness was incurred, repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period);

      (3) in the case of Acquired Indebtedness or any acquisition occurring at the time of the incurrence of such Indebtedness, the related acquisition, assuming such acquisition had been consummated on the first day of such period; and

      (4) any acquisition or disposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale, or any related repayment of Indebtedness, in each case since the first day of such period, assuming such acquisition or disposition had been consummated on the first day of such period;

provided that

      (1) in making such computation, the Consolidated Interest Expense attributable to interest on any Indebtedness computed on a pro forma basis and (A) bearing a floating interest rate shall be computed as if the rate in effect on the date of computation had been the applicable rate for the entire period and (B) which was not outstanding during the period for which the computation is being made but which bears, at the option of such Person, a fixed or floating rate of interest, shall be computed by applying at the option of such Person either the fixed or floating rate, and

      (2) in making such computation, the Consolidated Interest Expense of such Person attributable to interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period.

      “Consolidated Income Tax Expense” of any Person means, for any period, the provision for federal, state, local and foreign income taxes of such Person and its Consolidated Restricted Subsidiaries for such period as determined in accordance with GAAP.

      “Consolidated Interest Expense” of any Person means, without duplication, for any period, the sum of

      (a) the interest expense of such Person and its Restricted Subsidiaries for such period, on a Consolidated basis, including, without limitation,

      (1) amortization of debt discount,

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      (2) the net cash costs associated with Interest Rate Agreements, Currency Hedging Agreements and Commodity Price Protection Agreements (including amortization of discounts),

      (3) the interest portion of any deferred payment obligation,

      (4) all commissions, discounts and other fees and charges owed with respect to letters of credit,

      (5) bankers acceptance financing, and

      (6) accrued interest, plus

      (b) (1) the interest component of the Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period, and

      (2) all capitalized interest of such Person and its Restricted Subsidiaries, plus

      (c) the interest expense under any Guaranteed Debt of such Person and any Restricted Subsidiary to the extent not included under clause (a) above, whether or not paid by such Person or its Restricted Subsidiaries.

      “Consolidated Net Income (Loss)” of any Person means, for any period, the Consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period on a Consolidated basis as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication,

      (1) all extraordinary gains or losses net of taxes (less all fees and expenses relating thereto),

      (2) the portion of net income (or loss) of such Person and its Restricted Subsidiaries on a Consolidated basis allocable to minority interests in unconsolidated Persons or Unrestricted Subsidiaries to the extent that cash dividends or distributions have not actually been received by such Person or one of its Consolidated Restricted Subsidiaries,

      (3) net income (or loss) of any Person combined with such Person or any of its Restricted Subsidiaries on a “pooling of interests” basis attributable to any period prior to the date of combination, and any non-cash impact attributable to the application of the purchase method of accounting in accordance with GAAP,

      (4) any gain or loss, net of taxes, realized upon the termination of any employee pension benefit plan,

      (5) gains or losses, net of taxes (less all fees and expenses relating thereto), in respect of dispositions of assets other than in the ordinary course of business,

      (6) the net income of any Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders,

      (7) any restoration to net income of any contingency reserve, except to the extent provision for such reserve was made out of income accrued at any time following the date of the indenture,

      (8) any net gain or loss arising from the acquisition of any securities or extinguishment, under GAAP, of any Indebtedness of such Person,

      (9) any restructuring charges incurred subsequent to the date of the indenture in accordance with GAAP, but only to the extent the charge is non-cash at the time taken and remains non-cash in all future periods,

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      (10) up to $25 million of restructuring charges in connection with the integration of the life sciences and analytical instruments business units to be recorded on the Company’s financial statements for the year ended December 29, 2002, or

      (11) up to $31.5 million of restructuring or non-recurring costs incurred in the first three quarters of 2002 which have been previously recorded on the Company’s public financial statements.

      “Consolidated Net Tangible Assets” of any Person means, for any period, the total amount of assets (less applicable reserves and other properly deductible items) after deducting (1) all current liabilities and (2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other intangibles, all as set forth on the Company’s most recent consolidated balance sheet and computed in accordance with GAAP.

      “Consolidated Non-cash Charges” of any Person means, for any period, the aggregate depreciation, amortization and other non-cash charges of such Person and its Subsidiaries on a Consolidated basis for such period, as determined in accordance with GAAP (excluding any non-cash charge which requires an accrual or reserve for cash charges for any future period).

      “Consolidation” means, with respect to any Person, the consolidation of the accounts of such Person and each of its subsidiaries if and to the extent the accounts of such Person and each of its Subsidiaries would normally be consolidated with those of such Person, all in accordance with GAAP. The term “Consolidated” shall have a similar meaning.

      “Credit Agreement” means the Credit Agreement dated on or about the Issue Date, among the Company, as borrower thereto, the Company’s subsidiaries which are guarantors thereof, certain lenders party thereto, and certain agents party thereto, as such agreement, in whole or in part, in one or more instances, may be amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time (including, without limitation, any successive renewals, extensions, substitutions, refinancings, restructurings, replacements, supplementations or other modifications of the foregoing).

      “Credit Facility” means one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper facilities or other debt instruments, indentures or agreements, providing for revolving credit loans, term loans, receivables financing, letters of credit or other debt obligations, in each case, as amended, restated, modified, renewed, refunded, restructured, supplemented, replaced or refinanced in whole or in part from time to time, including without limitation any amendment increasing the amount of Indebtedness incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties thereto (whether or not such added or substituted parties are banks or other institutional lenders).

      “Currency Hedging Agreements” means one or more of the following agreements which shall be entered into by one or more financial institutions: foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency values.

      “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

      “Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated pursuant to an officers’ certificate, setting forth the basis for the valuation. The aggregate Fair Market Value of the Designated Non-cash Consideration held by the Company and its Restricted Subsidiaries at any given time, taken together with the Fair Market Value at the time of receipt of all other Designated Non-cash Consideration received and still held by the Company and its Restricted Subsidiaries at such time, may not exceed $25 million at the time of the receipt of the Designated Non-cash Consideration (with the Fair Market Value being measured at the time received and without giving effect to subsequent changes in value).

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      “Disinterested Director” means, with respect to any transaction or series of related transactions, a member of the board of directors of the Company who does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions.

      “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.

      “Fair Market Value” means, with respect to any asset or property, the sale value that would be obtained in an arm’s-length free market transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. Fair Market Value shall be determined by the board of directors of the Company acting in good faith and shall be evidenced by a resolution of the board of directors.

      “Fall Away Event” means such time as the notes shall have achieved Investment Grade Status (pursuant to ratings from each of S&P and Moody’s (or any substituted Rating Agency)) and the Company shall have delivered to the Trustee an officers’ certificate certifying that the foregoing condition has been satisfied.

      “Foreign Subsidiary” means any Restricted Subsidiary of the Company that (x) is not organized under the laws of the United States of America or any state thereof or the District of Columbia, or (y) was organized under the laws of the United States of America or any State thereof or the District of Columbia that has no material assets other than Capital Stock of one or more foreign entities of the type described in clause (x) above and is not a guarantor of Indebtedness under the Credit Agreement.

      “Generally Accepted Accounting Principles” or “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect (i) with respect to periodic reporting requirements, from time to time, and (ii) otherwise (including without limitation for purposes of calculating financial covenants) on the date of the indenture.

      “Guarantee” means the guarantee by any Guarantor of the Company’s Indenture Obligations.

      “Guaranteed Debt” of any Person means, without duplication, all Indebtedness of any other Person referred to in the definition of Indebtedness below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement

      (1) to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness,

      (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss,

      (3) to supply funds to, or in any other manner invest in, the debtor (including any agreement to pay for property or services without requiring that such property be received or such services be rendered),

      (4) to maintain working capital or equity capital of the debtor, or otherwise to maintain the net worth, solvency or other financial condition of the debtor or to cause such debtor to achieve certain levels of financial performance, or

      (5) otherwise to assure a creditor against loss;

provided that the term “guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business.

      “Guarantor” means any Subsidiary which is a guarantor of the notes, including any Person that is required after the date of the indenture to execute a guarantee of the notes pursuant to the “— Limitation

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on Liens” covenant or the “— Limitation on Issuance of Guarantees of and Pledges for Indebtedness” covenant until a successor replaces such party pursuant to the applicable provisions of the indenture and, thereafter, shall mean such successor.

      “Indebtedness” means, with respect to any Person, without duplication,

      (1) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services, excluding any trade payables and other accrued current liabilities arising in the ordinary course of business, but including, without limitation, all obligations, contingent or otherwise, of such Person in connection with any letters of credit and letters of guaranty issued under letter of credit facilities, acceptance facilities or other similar facilities,

      (2) all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments,

      (3) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), but excluding trade payables arising in the ordinary course of business,

      (4) all obligations under Interest Rate Agreements, Currency Hedging Agreements or Commodity Price Protection Agreements of such Person (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time),

      (5) all Capital Lease Obligations of such Person,

      (6) all Indebtedness referred to in clauses (1) through (5) above of other Persons and all dividends of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien, upon or with respect to property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness,

      (7) all Guaranteed Debt of such Person,

      (8) all Redeemable Capital Stock issued by such Person valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends,

      (9) synthetic lease obligations, indebtedness with respect to accounts receivable securitization transactions, and Attributable Debt with respect to Sale Leaseback Transactions,

      (10) Preferred Stock of any Restricted Subsidiary of the Company, and

      (11) any amendment, supplement, modification, deferral, renewal, extension, refunding or refinancing of any liability of the types referred to in clauses (1) through (10) above.

For purposes hereof, the “maximum fixed repurchase price” of any Redeemable Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the indenture, and if such price is based upon, or measured by, the Fair Market Value of such Redeemable Capital Stock, such Fair Market Value to be determined in good faith by the board of directors of the issuer of such Redeemable Capital Stock. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

      “Indenture Obligations” means the obligations of the Company and any other obligor under the indenture or under the notes, including any Guarantor, to pay principal of, premium, if any, and interest

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when due and payable, and all other amounts due or to become due under or in connection with the indenture, the notes and the performance of all other obligations to the Trustee and the holders under the indenture and the notes, according to the respective terms thereof.

      “Interest Rate Agreements” means one or more of the following agreements which shall be entered into by one or more financial institutions: interest rate protection agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements) and/or other types of interest rate hedging agreements from time to time.

      “Investment” means, with respect to any Person, directly or indirectly, any advance, loan (including guarantees), or other extension of credit or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase, acquisition or ownership by such Person of any Capital Stock, bonds, notes, debentures or other securities issued or owned by any other Person and all other items that would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Capital Stock of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company (other than the sale of all of the outstanding Capital Stock of such Subsidiary), the Company will be deemed to have made an Investment on the date of such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in “— Certain Covenants — Limitation on Restricted Payments.”

      “Investment Grade Status” means ratings of BBB- or higher by S&P (or its equivalent rating under any successor rating categories of S&P), and Baa3 or higher by Moody’s (or its equivalent rating under any successor rating categories of Moody’s), and the equivalent rating in respect of the rating categories of any Rating Agencies substituted for S&P or Moody’s.

      “Issue Date” means the original issue date of the notes under the indenture.

      “Lien” means any mortgage or deed of trust, charge, pledge, lien (statutory or otherwise), privilege, security interest, assignment, deposit, arrangement, easement, hypothecation, claim, preference, priority or other encumbrance upon or with respect to any property of any kind (including any conditional sale, capital lease or other title retention agreement, any leases in the nature thereof, and any agreement to give any security interest), real or personal, movable or immovable, now owned or hereafter acquired. A Person will be deemed to own subject to a Lien any property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease Obligation or other title retention agreement.

      “Maturity” means, when used with respect to the notes, the date on which the principal of the notes becomes due and payable as therein provided or as provided in the indenture, whether at Stated Maturity, the Offer Date or the redemption date and whether by declaration of acceleration, Offer in respect of Excess Proceeds, Change of Control Offer in respect of a Change of Control, call for redemption or otherwise.

      “Moody’s” means Moody’s Investors Service, Inc. and its successors.

      “Net Cash Proceeds” means

      (a) with respect to any Asset Sale by any Person, the proceeds thereof (without duplication in respect of all Asset Sales) in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary) net of

      (1) brokerage commissions and other reasonable fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale,

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      (2) provisions for all taxes payable as a result of such Asset Sale,

      (3) payments made to retire Indebtedness where payment of such Indebtedness is secured by the assets or properties the subject of such Asset Sale,

      (4) amounts required to be paid to any Person (other than the Company or any Restricted Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale, and

      (5) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an officers’ certificate delivered to the Trustee, and

      (b) with respect to any issuance or sale of Capital Stock or options, warrants or rights to purchase Capital Stock, or debt securities or Capital Stock that have been converted into or exchanged for Capital Stock as referred to under “— Certain Covenants — Limitation on Restricted Payments,” the proceeds of such issuance or sale in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary), net of attorney’s fees, accountant’s fees and brokerage, consultation, underwriting and other fees and expenses actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

      “Pari Passu Indebtedness” means (a) any Indebtedness of the Company that is equal in right of payment to the notes and (b) with respect to any Guarantee, Indebtedness which ranks equal in right of payment to such Guarantee.

      “Permitted Business” means the lines of business conducted by the Company and its Restricted Subsidiaries on the date hereof and business reasonably related, complimentary or ancillary thereto, including reasonably related extensions or expansions thereof.

      “Permitted Investment” means

      (1) Investments in any Restricted Subsidiary or any Person which, as a result of such Investment, (a) becomes a Restricted Subsidiary or (b) is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any Restricted Subsidiary;

      (2) Indebtedness of the Company or a Restricted Subsidiary described under clauses (4), (5), (6) and (7) of the definition of “Permitted Indebtedness”;

      (3) Investments in any of the notes;

      (4) Cash Equivalents;

      (5) Investments acquired by the Company or any Restricted Subsidiary in connection with an Asset Sale permitted under “— Certain Covenants — Limitation on Sale of Assets” to the extent such Investments are non-cash proceeds as permitted under such covenant;

      (6) Investments by the Company or a Restricted Subsidiary in a Securitization Entity in connection with a Qualified Securitization Transaction, which Investment consists of the transfer of Receivables and Related Assets;

      (7) Investments in existence on the date of the indenture;

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      (8) Investments in an aggregate amount outstanding at any one time of $25 million in any entity which at the time of such Investment conducts its principal business in the life and analytical sciences business;

      (9) loans to employees, customers and suppliers in the ordinary course of business in the aggregate amount outstanding at any one time of $2.5 million;

      (10) Investments acquired in exchange for the issuance of Capital Stock (other than Redeemable Capital Stock of the Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary) or acquired with the net cash proceeds received by the Company after the date of the indenture from the issuance and sale of Capital Stock (other than Redeemable Stock of the Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary); provided that such Net Cash Proceeds are used to make such Investment within 10 days of the receipt thereof and the amount of all such Net Cash Proceeds will be excluded from clause (3) (B) of the first paragraph of the covenant described under “— Certain Covenants — Limitation on Restricted Payments;”

      (11) any Investments received in good faith in settlement or compromise of obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;

      (12) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties in the ordinary course of business; and

      (13) other Investments in the aggregate amount outstanding at any one time of up to $20 million.

In connection with any assets or property contributed or transferred to any Person as an Investment, such property and assets shall be equal to the Fair Market Value (as determined by the Company’s Board of Directors) at the time of Investment.

      “Permitted Junior Securities” means (a) equity securities of the Company or (b) subordinated securities of the Company that are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to at least the same extent as the notes are so subordinated to Senior Indebtedness under the indenture.

      “Permitted Lien” means

      (1) Liens with respect to the payment of taxes, assessments or governmental charges in all cases which are not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;

      (2) Liens of landlords arising by statute and Liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other Liens imposed by law created in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;

      (3) deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money) and surety, appeal, customs or performance bonds (or letters of credit or comparable instruments securing the Company’s or a Restricted Subsidiary’s performance otherwise permitted under the indenture);

      (4) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar encumbrances on

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the use of real property that do not materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property;

      (5) encumbrances arising under leases or subleases of real property that do not in the aggregate materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property;

      (6) financing statements of a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business; and

      (7) any Lien under a Qualified Securitization Transaction (so long as the related Indebtedness is permitted to be incurred under “— Certain Covenants — Limitation on Indebtedness”).

      “Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

      “Preferred Stock” means, with respect to any Person, any Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over the Capital Stock of any other class in such Person.

      “Public Equity Offering” means an underwritten public offering of common stock (other than Redeemable Capital Stock) of the Company with gross proceeds to the Company of at least $50 million pursuant to a registration statement that has been declared effective by the Commission pursuant to the Securities Act (other than a registration statement on Form S-4 (or any successor form covering substantially the same transactions), Form S-8 (or any successor form covering substantially the same transactions) or otherwise relating to equity securities issuable under any employee benefit plan of the Company).

      “Purchase Money Obligation” means any Indebtedness secured by a Lien on assets related to the business of the Company and any additions and accessions thereto, which are purchased or constructed by the Company at any time after the notes are issued; provided that

      (1) the security agreement or conditional sales or other title retention contract pursuant to which the Lien on such assets is created (collectively a “Purchase Money Security Agreement”) shall be entered into within 90 days after the purchase or substantial completion of the construction of such assets and shall at all times be confined solely to the assets so purchased or acquired, any additions and accessions thereto and any proceeds therefrom,

      (2) at no time shall the aggregate principal amount of the outstanding Indebtedness secured thereby be increased, except in connection with the purchase of additions and accessions thereto and except in respect of fees and other obligations in respect of such Indebtedness, and

      (3) (A) the aggregate outstanding principal amount of Indebtedness secured thereby (determined on a per asset basis in the case of any additions and accessions) shall not at the time such Purchase Money Security Agreement is entered into exceed 100% of the purchase price to the Company of the assets subject thereto or (B) the Indebtedness secured thereby shall be with recourse solely to the assets so purchased or acquired, any additions and accessions thereto and any proceeds therefrom.

      “Qualified Capital Stock” of any Person means any and all Capital Stock of such Person other than Redeemable Capital Stock.

      “Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by the Company or any Restricted Subsidiary pursuant to which (a) the Company or any Restricted Subsidiary may sell, convey or otherwise transfer to a Securitization Entity its interests in Receivables and Related Assets and (b) such Securitization Entity transfers to any other Person, or grants

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a security interest in, such Receivables and Related Assets, pursuant to a transaction customary in the industry which is used to achieve a transfer of financial assets under GAAP.

      “Rating Agencies” means (i) S&P and Moody’s or (ii) if S&P or Moody’s or both of them are not making ratings of the notes publicly available (other than at the request of or pursuant to action taken by the Company), a nationally recognized U.S. rating agency or agencies, as the case may be, selected by the Company, which will be substituted for S&P or Moody’s, or both, as the case may be.

      “Receivables and Related Assets” means any account receivable (whether now existing or arising thereafter) of the Company or any Restricted Subsidiary, and any assets related thereto including all collateral securing such accounts receivable, all contracts and contract rights and all Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interest are customarily granted in connection with asset securitization transactions involving accounts receivable.

      “Redeemable Capital Stock” means any Capital Stock that, either by its terms or by the terms of any security into which it is convertible or exchangeable or otherwise, is or upon the happening of an event or passage of time would be, required to be redeemed prior to the final Stated Maturity of the principal of the notes or is redeemable at the option of the holder thereof at any time prior to such final Stated Maturity (other than upon a change of control of or sale of assets by the Company in circumstances where the holders of the notes would have similar rights), or is convertible into or exchangeable for debt securities at any time prior to such final Stated Maturity at the option of the holder thereof.

      “Restricted Subsidiary” means any Subsidiary of the Company that has not been designated by the board of directors of the Company by a board resolution delivered to the Trustee as an Unrestricted Subsidiary pursuant to and in compliance with the covenant described under “— Certain Covenants — Limitation on Unrestricted Subsidiaries.”

      “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

      “Sale Leaseback Transaction” means an arrangement with any lender or investor or to which such lender or investor is a party providing for the leasing by a Person of any property of such Person which has been or is being sold, conveyed, transferred or otherwise disposed of by such Person more than 270 days after the acquisition thereof or the completion of construction or commencement of operation thereof to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such property or assets. The stated maturity of such arrangement will be deemed to be the date of the last payment of rent or any other amount due under such arrangement prior to the first date on which such arrangement may be terminated by the lessee without payment of a penalty. Sale Leaseback Transactions between or among the Company and its Restricted Subsidiaries shall not be deemed a “Sale Leaseback Transaction” hereunder.

      “Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.

      “Securitization Entity” means a Wholly Owned Restricted Subsidiary (or another Person (principally engaged in the financing of accounts receivable) in which the Company or any Subsidiary of the Company makes an Investment or to which the Company or any Subsidiary of the Company transfers Receivables and Related Assets) that, in the case of a Wholly Owned Restricted Subsidiary, engages in no activities other than in connection with the financing of accounts receivable and that is designated by the Board of Directors of the Company (as provided below) as a Securitization Entity and:

      (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

      (1) is guaranteed by the Company or any Restricted Subsidiary (excluding Guarantees (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);

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      (2) is recourse to or obligates the Company or any Restricted Subsidiary (other than such Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings; or

      (3) subjects any property or asset of the Company or any Restricted Subsidiary (other than such Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

      (b) with which neither the Company nor any Restricted Subsidiary (other than such Securitization Entity) has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing accounts receivable of such entity;

      (c) to which neither the Company nor any Restricted Subsidiary (other than such Securitization Entity) has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results; and

      (d) to the extent it is a Subsidiary of the Company, such entity is a Qualified Special Purpose Entity or a Special Purpose Entity in accordance with GAAP.

      Any designation of a Subsidiary as a Securitization Entity shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to the designation and an Officers’ Certificate certifying that the designation complied with the preceding conditions and was permitted by the indenture. On the date of the indenture, PerkinElmer Receivables Company was the only Securitization Entity.

      “Significant Subsidiary” means, at any time, any of our Restricted Subsidiaries that qualifies at such time as a “significant subsidiary” within the meaning of Regulation S-X promulgated by the Commission (as in effect on the date of the indenture).

      “6.8% Notes” means the Company’s 6.8% unsecured notes due 2005 issued under an indenture dated June 28, 1995 between the Company and State Street Bank and Trust Company (as successor-in-interest to The First National Bank of Boston), as Trustee.

      “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary that are reasonably customary in an accounts receivable securitization transaction.

      “Stated Maturity” means, when used with respect to any Indebtedness or any installment of interest thereon, the dates specified in such Indebtedness as the fixed date on which the principal of such Indebtedness or such installment of interest, as the case may be, is due and payable.

      “Subordinated Indebtedness” means Indebtedness of the Company or a Guarantor subordinated in right of payment to the notes or a Guarantee, as the case may be.

      “Subsidiary” of a Person means

      (1) any corporation more than 50% of the outstanding voting power of the Voting Stock of which is owned or controlled, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person, or by such Person and one or more other Subsidiaries thereof,

      (2) any limited partnership of which such Person or any Subsidiary of such Person is a general partner, or

      (3) any other Person in which such Person, or one or more other Subsidiaries of such Person, or such Person and one or more other Subsidiaries, directly or indirectly, has more than 50% of the outstanding partnership or similar interests or has the power, by contract or otherwise, to direct or cause the direction of the policies, management and affairs thereof.

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      “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, or any successor statute.

      “Unrestricted Subsidiary” means any Subsidiary of the Company (other than a Guarantor) designated as such pursuant to and in compliance with the covenant described under “— Certain Covenants — Limitation on Unrestricted Subsidiaries.”

      “Unrestricted Subsidiary Indebtedness” of any Unrestricted Subsidiary means Indebtedness of such Unrestricted Subsidiary

      (1) as to which neither the Company nor any Restricted Subsidiary is directly or indirectly liable (by virtue of the Company or any such Restricted Subsidiary being the primary obligor on, guarantor of, or otherwise liable in any respect to, such Indebtedness), except Guaranteed Debt of the Company or any Restricted Subsidiary to any Affiliate, in which case (unless the incurrence of such Guaranteed Debt resulted in a Restricted Payment at the time of incurrence) the Company shall be deemed to have made a Restricted Payment equal to the principal amount of any such Indebtedness to the extent guaranteed at the time such Affiliate is designated an Unrestricted Subsidiary, and

      (2) which, upon the occurrence of a default with respect thereto, does not result in, or permit any holder of any Indebtedness of the Company or any Subsidiary to declare, a default on such Indebtedness of the Company or any Subsidiary or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; provided that notwithstanding the foregoing any Unrestricted Subsidiary may guarantee the notes.

      “Voting Stock” of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time Capital Stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

      “Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary all the Capital Stock of which is owned by the Company or another Wholly Owned Restricted Subsidiary (other than directors’ qualifying shares).

      “Zero Coupon Convertible Debentures” means the Company’s zero coupon senior convertible debentures due August 7, 2020.

Book-Entry Delivery and Form

      New notes will be represented by one or more notes in registered, global form without interest coupons (collectively, the “Global Notes”). The Company will deposit the Global Notes upon issuance with the Trustee as custodian for The Depository Trust Company (“DTC”), as the depositary, in New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described.

      Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to DTC or its nominee, or to a successor of DTC or its nominee. You may not exchange beneficial interests in the Global Notes for notes in certificated form except in the limited circumstances described below under “— Exchange of Book-Entry Notes for Certificated Notes.” Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

      Exchange of Book-Entry Notes for Certificated Notes. You may not exchange a beneficial interest in a Global Note may not be for a note in certificated form unless

      (1) DTC (a) notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act, and in either case the Company thereupon fails to appoint a successor Depositary within 90 days,

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      (2) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the notes in certificated form, or

      (3) there shall have occurred and be continuing an Event of Default with respect to the notes.

In all cases, certificated notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Any certificated note issued in exchange for an interest in a Global Note will be effected through the DWAC system and an appropriate adjustment will be made in the records of the Security Registrar to reflect a decrease in the principal amount of the relevant Global Note.

      Certain Book-Entry Procedures for Global Notes. The descriptions of the operations and procedures of DTC, Euroclear and Clearstream that follow are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. The Company takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

      DTC has advised the Company that it is:

•  a limited purpose trust company organized under the laws of the State of New York,

•  a “banking organization” within the meaning of the New York Banking Law,

•  a member of the Federal Reserve System, and

•  a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

      DTC was created to hold securities for its participants (“participants”) and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (“indirect participants”).

      Purchases of securities under DTC’s system must be made by or through a direct participant, which will receive a credit for such securities on DTC’s records. The ownership interest of each actual purchaser, and beneficial owner, of such securities is in turn recorded on the records of direct and indirect participants. Beneficial owners will not receive written confirmation from DTC of their purchases, but they should receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the participants through which they entered into the transactions. DTC has no knowledge of the actual beneficial owners of the securities. DTC’s records reflect only the identity of the direct participants to whose accounts such securities are credited, which may or may not be the beneficial owners. The participants are responsible for keeping account of the holdings of their customers. Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements that may be in effect.

      As long as DTC, or its nominee, is the registered Holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner and Holder of the notes represented by such Global Note for all purposes under the indenture and the notes.

      Except in the limited circumstances described above under “— Exchange of Book-Entry Notes for Certificated Notes,” owners of beneficial interests in a Global Note will not be entitled to have any portions of such Global Note registered in their names, and will not receive or be entitled to receive physical delivery of notes in definitive form and will not be considered the owners or Holders of the Global Note (or any notes represented thereby) under the indenture or the notes.

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      Investors who are not “United States persons,” as defined under the Securities Act, who purchased old notes in reliance on Regulation S hold their interests in old notes through Clearstream or Euroclear, if they are participants in such systems, or indirectly through organizations which are participants in such systems. Euroclear and Clearstream are direct participants in the DTC system. We understand that Euroclear and Clearstream each maintains records of the beneficial interests of their account holders and facilitate the clearance and settlement of securities transactions by electronic book-entry transfer among their respective account holders.

      The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons may be limited to that extent. Because DTC can act only on behalf of its participants, which in turn act on behalf of indirect participants and certain banks, the ability of a person having beneficial interests in a Global Note to pledge such interest to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

      The Company will make payments of the principal, of, premium, if any, and interest on Global Notes to DTC or its nominee as the registered owner thereof. Neither the Company, the Trustee nor any of their respective agents will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

      The Company expects that DTC or its nominee, upon receipt of any payment of principal of, premium, if any, or interest in respect of a Global Note representing any notes held by it or its nominee, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Note for such notes as shown on the records of DTC or its nominee. The Company also expects that payments by participants to owners of beneficial interests in such Global Note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in “street name.” Such payments will be the responsibility of such participants. None of the Company or the Trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the notes for all purposes.

      Except for trades involving only Euroclear and Clearstream participants, interests in the Global Notes will trade in DTC’s Same-Day Funds Settlement System and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants. Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be affected in the ordinary way in accordance with their respective rules and operating procedures.

      Subject to compliance with the transfer and exchange restrictions applicable to the notes described elsewhere herein, cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected by DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such crossmarket transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interest in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures or same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

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      Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a DTC participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the DTC settlement date. Cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following the DTC settlement date.

      DTC has advised the Company that it will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose accounts with DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of the notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its participants.

      Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures in order to facilitate transfer of beneficial ownership interests in the Global Notes among participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Company, the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear, Clearstream or their participants or indirect participants of their respective obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to or payments made on account of, beneficial ownership interests in Global Notes.

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DESCRIPTION OF INDEBTEDNESS

      As of December 29, 2002, we had outstanding the old notes and the other indebtedness described below. We have previously filed copies of the credit agreement governing our senior credit facility and the indentures governing our outstanding zero coupon convertible debentures and 6.8% notes as exhibits to the reports filed by us with the SEC. We have incorporated these documents by reference into this prospectus, and they qualify this summary in its entirety.

Senior Secured Credit Facility

      General. In December 2002, we entered into a senior credit facility. This credit facility comprises a $315.0 million six-year term loan and a $100.0 million five-year revolving credit facility. The credit facility is secured primarily by our and our subsidiaries’ domestic inventory and equipment.

      The term loan is repayable in nominal quarterly installments until December 2007 and thereafter in four equal quarterly installments until December 2008. We used a portion of the net proceeds from the term loan to fund a series of related debt refinancing transactions we completed in December 2002. We placed the balance of the proceeds in escrow to retire substantially all of the remainder of our outstanding zero coupon convertible debentures.

      The revolving credit facility is available to us through December 2007 for our working capital needs. We did not have any amounts outstanding on the revolving credit facility at December 29, 2002 and have not borrowed under the revolving credit facility through the date of this prospectus.

      Interest. The interest rates under the senior credit facility applicable to the term loan and to the revolving credit facility are determined as a margin over either the Eurodollar rate or the base rate. The base rate is the higher of (1) the corporate base rate announced from time to time by Bank of America, N.A. and (2) the Federal Funds rate plus 50 basis points. The applicable margin for the term loan is 400 basis points for the Eurodollar rate and 300 basis points for the base rate. The applicable margin for the revolving credit facility is determined based upon our leverage ratio for the prior quarter. We may allocate all or a portion of our indebtedness under the senior credit facility to interest based upon the margin over the Eurodollar rate or the base rate. At December 29, 2002, the Eurodollar rate was approximately 140 basis points and the base rate was 425 basis points. At March 24, 2003, the Eurodollar rate was approximately 130 basis points and the base rate was 425 basis points.

      Covenants and Ratios. Our senior credit facility contains covenants that restrict our ability to:

•  merge, consolidate, liquidate or dissolve,

•  make acquisitions or dispositions of assets,

•  incur additional debt,

•  create liens,

•  enter into transactions with our affiliates,

•  enter into sale-leaseback transactions,

•  enter into hedge agreements,

•  permit to exist restrictions on subsidiary distributions or the incurrence of liens,

•  pay dividends or make distributions in respect of our capital stock,

•  make optional payments and modifications of debt instruments,

•  make capital expenditures,

•  make changes in lines of business, and

•  permit our net worth to fall below specified levels.

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      We are also required under our senior credit facility to maintain several financial ratios, including:

•  a minimum interest coverage ratio,

•  a minimum fixed charge coverage ratio,

•  a maximum senior leverage ratio, and

•  a maximum total leverage ratio.

      At December 29, 2002, we were in compliance with all of these covenants and ratios.

      Prepayment Provisions. We are required to use the proceeds from the following transactions to prepay amounts outstanding under the senior credit facility:

•  50% of the net proceeds of any sale or issuance of equity by us or any of our subsidiaries, subject to customary exceptions,

•  100% of the net proceeds of any incurrence of indebtedness by us or any of our subsidiaries, subject to customary exceptions,

•  100% of the net proceeds of any sale or other disposition of any of our or our subsidiaries’ assets, except for the sale of inventory or obsolete or worn-out property in the ordinary course of business and subject to other customary exceptions, and

•  50% of excess cash flow, as defined in the credit agreement, for each fiscal year commencing with the 2003 fiscal year.

      Events of Default. The senior credit facility contains customary events of default, which include nonpayment of principal when due, nonpayment of interest, material inaccuracy of representations and warranties, violation of covenants, change of control and cross defaults.

Zero Coupon Convertible Debentures

      In August 2000, we sold zero coupon convertible debentures with an aggregate purchase price of $460.0 million. The zero coupon convertible debentures are due August 2020 and were priced with a yield to maturity of 3.5%. During 2002, we repurchased $106.5 million in aggregate accreted amount of our zero coupon convertible debentures in open market transactions and $205.6 million in aggregate accreted amount of our zero coupon convertible debentures in a cash tender offer forming a part of our December 2002 debt refinancing transactions. At December 29, 2002, we had outstanding $186.5 million in aggregate accreted amount of our zero coupon convertible debentures.

      We may redeem some or all of our remaining zero coupon convertible debentures at any time on or after August 7, 2003 at a redemption price equal to the issue price plus the accrued original issue discount through the redemption date. Under the terms of our senior credit facility, we are required to redeem in the third quarter of 2003 all of the zero coupon convertible debentures remaining outstanding at that time. Prior to August 7, 2003, we may from time to time repurchase outstanding zero coupon convertible debentures through open market purchases, privately negotiated transactions or otherwise. In addition, holders of the zero coupon convertible debentures may require us to repurchase some or all of the zero coupon convertible debentures on August 7, 2003, or at any time upon specified changes of control, at a repurchase price equal to the initial issue price to the public plus the accrued original issue discount through the date of the repurchase.

      At December 29, 2002, we had deposited $186.5 million in escrow to retire our outstanding zero coupon convertible debentures. Assuming all of the zero coupon convertible debentures outstanding at December 29, 2002 remain outstanding at August 7, 2002, our redemption of those zero coupon convertible debentures would require $190.5 million on that date. Between December 29, 2002, and the date of this prospectus we repurchased, using funds held in the escrow, $32.5 million in aggregate accreted amount of our zero coupon convertible debentures. At March 24, 2003, we had $154.3 million remaining in escrow to retire our outstanding zero coupon convertible debentures. We expect to use available cash to

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redeem our outstanding zero coupon convertible debentures with a redemption price exceeding the escrow amount.

6.8% Notes

      In October 1995 we issued and sold $115.0 million in aggregate principal amount of 6.8% unsecured notes. The 6.8% notes mature on October 15, 2005. Interest on the 6.8% notes is payable semi-annually on April 15 and October 15. In December 2002 we repurchased in a cash tender offer $110.3 million in aggregate principal amount of our 6.8% notes. Concurrently with the tender offer, we completed a consent solicitation with respect to our 6.8% notes. The consent solicitation eliminated substantially all of the restrictive covenants contained in the indenture governing our 6.8% notes. The tender offer and consent solicitation were both part of our December 2002 debt refinancing transactions. At December 29, 2002, we had outstanding $4.7 million in aggregate principal amount of our 6.8% notes. We may from time to time repurchase outstanding 6.8% notes through open market purchases, privately negotiated transactions or otherwise.

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SUMMARY OF UNITED STATES FEDERAL TAX CONSEQUENCES

      The following summary describes the material United States federal income tax consequences and, in the case of a beneficial holder of notes that is a non-U.S. holder (as defined below), the United States federal estate tax consequences, of purchasing, owning and disposing of the notes. For United States federal income and estate tax purposes, a beneficial holder of the notes is treated as the actual owner of the notes.

      This summary deals only with notes held as capital assets (generally, investment property) and does not deal with special tax situations such as:

•  dealers in securities or currencies,

•  traders in securities,

•  United States holders (as defined below) whose functional currency is not the United States dollar,

•  persons holding notes as part of a hedge, straddle, conversion or other integrated transaction,

•  some United States expatriates,

•  banks or other financial institutions,

•  insurance companies, and

•  entities that are tax-exempt for United States federal income tax purposes.

      This summary does not discuss all of the aspects of United States federal income and estate taxation that may be relevant to you in light of your particular investment or other circumstances. In addition, this summary does not discuss any United States state or local income or foreign income or other tax consequences. This summary is based on United States federal income and estate tax law, including the provisions of the Internal Revenue Code of 1986, Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date of this prospectus. Subsequent developments in United States federal income tax or estate tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the United States federal income tax or estate tax consequences of purchasing, owning and disposing of notes as set forth in this summary. We have not sought any ruling from the Internal Revenue Service or an opinion of counsel with respect to the statements made and the conclusions set forth in this summary, and there can be no assurance that the Internal Revenue Service or a court will agree with such statements and conclusions. Before you purchase notes, you should consult your own tax advisor regarding the particular United States federal, state and local and foreign income and other tax consequences of acquiring, owning and disposing of the notes that may be applicable to you.

United States Holder

      The following summary applies to you only if you are a United States holder.

Definition of a United States Holder

      A “United States holder” is a beneficial holder of a note or notes who or which, for United States federal income tax purposes, is:

•  a citizen or resident of the United States,

•  a corporation or other entity classified as a corporation for these purposes, created or organized in or under the laws of the United States or of any political subdivision of the United States, including any state,

•  an estate, the income of which is subject to United States federal income taxation regardless of the source of that income, or

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•  a trust, if, in general, a United States court is able to exercise primary supervision over the trust’s administration and one or more United States persons, within the meaning of the Internal Revenue Code, has the authority to control all of the trust’s substantial decisions.

      If a partnership holds notes, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding notes, you should consult your own tax advisor.

Payments of Interest

      Interest on your notes will be taxed as ordinary interest income. If you:

•  use the cash method of accounting for United States federal income tax purposes, you will have to include the interest on your notes in your gross income at the time you receive the interest; and

•  use the accrual method of accounting for United States federal income tax purposes, you will have to include the interest on your notes in your gross income at the time the interest accrues.

     Market Discount

      The market discount rules discussed below apply to a note that was purchased at a price less than its stated redemption price at maturity.

      A holder that purchases a note at a market discount generally will be required to treat any principal payment on the note and any gain on the disposition of the note as ordinary income to the extent of the accrued market discount, not previously included in income, at the time of such payment or disposition. In general, market discount is the amount by which the note’s stated redemption price at maturity exceeds the holder’s basis in the note immediately after the note is acquired. A note is not treated as purchased at a discount, however, if the market discount is less than ..25 percent of the stated redemption price at maturity multiplied by the number of complete years to maturity after the date the holder acquires the note. Market discount on a note will accrue on a straight-line basis, unless the holder elects to accrue the discount on a constant yield-to-maturity basis. This election is irrevocable and applies only to the note for which it is made. The holder may also elect to include market discount in income currently as it accrues. This election applies to all market discount obligations acquired on or after the first day of the first taxable year to which the election applies and may not be revoked without the consent of the Internal Revenue Service.

      If a holder of a note that was acquired at a market discount disposes of such note in any non-taxable transaction, other than a transaction described in Section 1276(c) of the Internal Revenue Code, accrued market discount not previously included in income by the holder will be includable as ordinary income to the holder as if such holder had sold the note at its fair market value. A holder may be required to defer until maturity of the note (or, in certain circumstances, its earlier disposition) the deduction of all or a portion of the interest expense attributable to debt incurred or continued to purchase or carry a note with market discount, unless an election to include the market discount in income on a current basis is made.

Amortizable Bond Premium

      If a holder purchases a note for an amount that is in excess of the note’s stated redemption price at maturity, such holder will generally be considered to have purchased a note with “amortizable bond premium.” Amortizable bond premium, however, does not include any premium attributable to the conversion feature of the note. A holder generally may elect to amortize amortizable bond premium using the constant yield-to-maturity method. The amount amortized in any year generally will be treated as a reduction of the holder’s interest income on the note. If the amortizable bond premium allocable to a year exceeds the amount of interest allocable to that year, the excess would be allowed as a deduction for that year but only to the extent of the holder’s prior interest inclusions with respect to the note. The premium on a note held by a holder that does not make such an election will decrease the gain or increase the loss otherwise recognizable on the sale, redemption, retirement or other disposition of the note. The election to

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amortize the premium on a constant yield-to-maturity method generally applies to all bonds held or subsequently acquired by the electing holder on or after the first day of the first taxable year to which the election applies and may not be revoked without the consent of the Internal Revenue Service.

Repurchase at Option of Holders; Liquidated Damages

      As described in this prospectus under the headings “Description of the New Notes — Purchase of Notes Upon a Change of Control,” under certain circumstances, we may be obligated to purchase your notes at a price in excess of the aggregate principal amount plus accrued interest. We intend to take the position that the likelihood of any such repurchase is a “remote” or “incidental” contingency within the meaning of applicable Treasury Regulations. Accordingly, payments in excess of the aggregate principal amount plus accrued interest upon such a repurchase should be treated as capital gain. In addition, as described under the heading “Description of the New Notes — Exchange Offer; Registration Rights,” we may be required to pay you liquidated damages in specified circumstances. We intend to take the position that the possibility of the payment of liquidated damages is a “remote” or “incidental” contingency within the meaning of applicable Treasury Regulations. Accordingly, payments of liquidated damages should be taxable to you as additional ordinary income when received or accrued, in accordance with your method of accounting. Our determination that the possibility of a repurchase under the circumstances described above and the possibility of the payment of liquidated damages are a remote or incidental contingency is binding on you, unless you explicitly disclose that you are taking a different position to the Internal Revenue Service on your tax return for the year during which you acquire the note. The Internal Revenue Service, however, may take a contrary position to us, which could affect the timing of both your income and our deduction with respect to interest on the notes. If we fail to register the new notes we intend to offer in exchange for the old notes for sale to the public or undergo a change of control within the meaning of the indenture governing the notes, you should consult your tax advisor concerning the appropriate tax treatment of excess payments upon a repurchase of the notes or the payment of liquidated damages on the notes.

Sale or Other Disposition of Notes

      Your tax basis in your notes generally will be their cost increased by the amount of any accrued but unpaid interest that has been taxed to you if you are an accrual method taxpayer and the amount of any market discount previously included in your income and decreased by the amount of any amortizable bond premium previously deducted by you. You generally will recognize taxable gain or loss upon the sale, exchange, redemption, retirement or other taxable disposition of your notes equal to the difference, if any, between:

•  the amount realized on the sale or other disposition, less any amount attributable to accrued interest not previously taxed, which will be taxable in the manner described above under the heading “— Payments of Interest,” and

•  your tax basis in the notes.

      Your gain or loss generally will be capital gain or loss except that gain attributable to market discount not previously included in your income will be taxable to you as ordinary income as described above under “— Market Discount.” Such capital gain or loss will be long-term capital gain or loss if at the time of the sale or other disposition, you have held the notes for more than one year. If you are a non-corporate United States holder, your long-term capital gain generally will be subject to a maximum tax rate of 20%. Subject to limited exceptions, your capital losses cannot be used to offset your ordinary income.

Exchange Offer

      The exchange of old notes for new notes pursuant to the exchange offer will not constitute a taxable event for United States federal income tax purposes. As a result, you will not recognize taxable gain or loss as a result of the exchange of your old notes for new notes, the holding period of the new notes will include the holding period of the old notes surrendered in exchange therefor and your adjusted tax basis in

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the new notes will be the same as your adjusted tax basis in the old notes immediately prior to the surrender of such old notes pursuant to the exchange offer.

     Backup Withholding; Information Reporting

      In general, “backup withholding” at a rate of 30%, which rate under current law will be periodically reduced to 28% for payments made in 2006 through 2010 after which it will increase to 31%, may apply:

•  to any payments made to you of principal of and interest on your note, and

•  to payment of the proceeds of a sale or exchange of your note before maturity,

if you are not an “exempt recipient” and otherwise fail to provide a correct taxpayer identification number or otherwise comply with applicable requirements of the backup withholding rules. Generally, individuals are not exempt recipients and corporations and other entities are exempt recipients. Payments made in respect of a note must be reported to the Internal Revenue Service unless the holder is an exempt recipient or otherwise establishes an exemption.

      Backup withholding is not an additional tax and may be credited against your United States federal income tax liability, provided that correct information is provided to the Internal Revenue Service.

Non-U.S. Holders

      The following summary applies to you if you are a beneficial holder of a note or notes that, for United States federal income tax purposes, is not a United States holder. We refer to beneficial holders who are not United States holders as “non-U.S. holders.” Subject to exceptions, an individual may be deemed to be a resident alien and therefore a United States holder, by virtue of being present in the United States:

•  on at least 31 days in the calendar year, and

•  for an aggregate of at least 183 days during a three-year period ending in the current calendar year, counting for such purposes all of the days present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year.

      Resident aliens are subject to United States federal income tax as if they were United States citizens.

United States Federal Withholding Tax

      Under current United States federal income tax laws, and subject to the discussion below, United States federal withholding tax will not apply to payments by PerkinElmer or any paying agent of PerkinElmer, in its capacity as such, of principal of and interest on your notes under the “portfolio interest” exception of the Internal Revenue Code, provided that in the case of interest:

•  you do not, directly or indirectly, actually or constructively, own ten percent or more of the total combined voting power of all classes of the stock of PerkinElmer entitled to vote within the meaning of section 871(h)(3) of the Internal Revenue Code and the Treasury regulations thereunder;

•  you are not (1) a controlled foreign corporation for United States federal income tax purposes that is related, directly or indirectly, to PerkinElmer through sufficient stock ownership, as provided in the Internal Revenue Code, or (2) a bank receiving interest described in section 881(c)(3)(A) of the Internal Revenue Code;

•  such interest is not effectively connected with your conduct of a United States trade or business; and

•  you provide a signed written statement, under penalties of perjury, that can reliably be related to you, certifying that you are not a United States person within the meaning of the Internal Revenue

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	Code and providing your name and address, and United States taxpayer identification number, if any, to:
•	PerkinElmer or any paying agent of PerkinElmer; or
•	a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds your notes on your behalf and that certifies to PerkinElmer or any paying agent of PerkinElmer under penalties of perjury that it, or the bank or financial institution between it and you, has received from you your signed, written statement and provides PerkinElmer or any paying agent of PerkinElmer with a copy of this statement. Treasury regulations provide alternative methods for satisfying the certification requirement described in this section.

In addition, under these Treasury regulations:

•  if you are a foreign partnership, the certification requirement will generally apply to your partners, and you will be required to provide certain specified information;

•  if you are a foreign trust, the certification requirement will generally apply to you or your beneficial owners depending on whether you are a “foreign complex trust,” “foreign simple trust,” or “foreign grantor trust” as defined in the Treasury regulations; and

•  look-through rules will apply for tiered partnerships, foreign simple trusts and foreign grantor trusts.

If you are a foreign partnership or a foreign trust, you should consult your own tax advisor regarding your status under these Treasury regulations and the certification requirements applicable to you.

      If you cannot satisfy the requirements described above, payments of interest will be subject to the 30% United States federal withholding tax, unless you provide us with a properly executed (1) Internal Revenue Service Form W-8BEN claiming an exemption from or reduction in withholding under the benefit of an applicable tax treaty or (2) Internal Revenue Service Form W-8ECI stating that interest paid on the note is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States. Alternative documentation may be required in certain circumstances.

United States Federal Income Tax

      Except for the possible application of United States withholding tax and backup withholding tax, you generally will not have to pay United States federal income tax on payments of principal of and interest on your notes, or on any gain or income realized from the sale, redemption, retirement at maturity or other disposition of your notes, provided that, in the case of proceeds representing accrued interest, the conditions described above under the heading “— United States Federal Withholding Tax” are met, unless:

•  in the case of gain, you are an individual who is present in the United States for 183 days or more during the taxable year of the sale or other disposition of your notes, and specific other conditions are met, or

•  the gain is effectively connected with your conduct of a United States trade or business and, if an income tax treaty applies, is generally attributable to a United States “permanent establishment” maintained by you.

For discussion of the possible application of United States withholding tax, see “— United States Federal Withholding Tax” above, and for a discussion of the possible application of United States backup withholding tax, see “— Backup Withholding and Information Reporting” below.

      If you are engaged in a trade or business in the United States and interest, gain or any other income in respect of your notes is effectively connected with the conduct of your trade or business and, if an income tax treaty applies, you maintain a United States “permanent establishment” to which the interest,

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gain or other income is generally attributable, you may be subject to United States federal income tax on the interest, gain or income on a net income basis in the same manner as United States holders. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% of your earnings and profits for the taxable year that are effectively connected to a United States trade or business, as adjusted for certain items, unless a lower rate applies to you under a United States income tax treaty with your country of residence. For this purpose, you must include interest, gain or income on your notes in the earnings and profits subject to the branch tax if these amounts are effectively connected with the conduct of your United States trade or business.

     United States Federal Estate Tax

      If you are an individual and are not a United States citizen or resident of the United States (as specially defined for United States federal estate tax purposes) at the time of your death, your notes will generally not be subject to the United States federal estate tax, unless, at the time of your death:

•  you directly or indirectly, actually or constructively, own ten percent or more of the total combined voting power of all classes of stock of PerkinElmer that is entitled to vote within the meaning of section 871(h)(3) of the Internal Revenue Code and the Treasury regulations thereunder; or

•  your interest on the notes is effectively connected with your conduct of the United States trade or business.

     Backup Withholding and Information Reporting

      Under current Treasury regulations, backup withholding and information reporting will not apply to payments made by PerkinElmer or any paying agent of PerkinElmer, in its capacity as such, to you if you have provided the required certification that you are a non-U.S. holder as described above under the heading “— United States Federal Withholding Tax,” and provided that neither PerkinElmer nor any paying agent of PerkinElmer has actual knowledge that you are a United States holder, as described above under the heading “— United States Holders.” PerkinElmer or any paying agent of PerkinElmer may, however, report payments of interest on the notes even if certification is provided.

      The gross proceeds from the disposition of your notes may be subject to information reporting and backup withholding at a rate of 30%, which rate under current law will be periodically reduced to 28% for payments made in 2006 through 2010 after which it will increase to 31%. If you sell your notes outside the United States through a non-United States office of a non-United States broker and the sales proceeds are paid to you outside the United States, then the United States backup withholding and information reporting requirements generally will not apply to that payment. However, United States information reporting, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made outside the United States, if you sell your notes through a non-United States office of a broker that is:

•  a United States person, as defined in the Internal Revenue Code,

•  a controlled foreign corporation for United States federal income tax purposes,

•  a foreign person 50% or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period, or

•  a foreign partnership, if at any time during its tax year, one or more of its partners are United States persons, as defined in Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a United States trade or business;

unless the broker has documentary evidence in its files that you are a non-U.S. person and certain other conditions are met or you otherwise establish an exemption.

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      Payment of the proceeds from your disposition of a note made to or through the United States office of a broker is subject to information reporting and backup withholding unless you provide a Form W-8BEN certifying that you are a non-U.S. person or you otherwise establish an exemption from information reporting and backup withholding.

      You should consult your own tax advisor regarding application of backup withholding in your particular circumstance and the availability of and procedure for obtaining an exemption from backup withholding under current Treasury regulations. Any amounts withheld under the backup withholding rules from a payment to you will be allowed as a refund or a credit against your United States federal income tax liability, provided the required information is furnished to the Internal Revenue Service.

PLAN OF DISTRIBUTION

      Each broker-dealer that receives new notes for its own account in connection with the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those new notes. A broker-dealer may use this prospectus, as amended or supplemented from time to time, in connection with resales of new notes received in exchange for old notes where the broker-dealer acquired old notes as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the expiration date of the exchange offer, we will make available this prospectus, as amended or supplemented, to any broker-dealer for use in connection with those resales. In addition, until June 25, 2003 all dealers effecting transactions in the new notes may be required to deliver a prospectus.

      We will not receive any proceeds from any sale of new notes by broker-dealers. Broker-dealers may sell new notes received by them for their own account pursuant to the exchange offer from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of those methods of resale, at market prices prevailing at the time of resale, at prices related to those prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any new notes.

      Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act. A profit on any such resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      For a period of 180 days after the expiration date of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will reimburse the holders of the old notes for the reasonable fees and disbursements of one counsel acting in connection with the exchange offer. We will also indemnify the holders of the old notes, including any broker-dealers, against specified liabilities, including liabilities under the Securities Act.

VALIDITY OF THE NEW NOTES

      Hale and Dorr LLP, Boston, Massachusetts, will pass upon the validity of the new notes and the guarantees for PerkinElmer and the guarantors.

92

EXPERTS

      Our consolidated financial statements and the related financial statement schedule as of December 29, 2002 and December 30, 2001 and for each of the fiscal years in the three-year period ended December 29, 2002, which we either have included or incorporated by reference in this prospectus, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which we have included or incorporated by reference in this prospectus. We have either included or incorporated by reference these financial statements and related financial statement schedule in reliance upon the reports of Deloitte & Touche LLP, given upon their authority as experts in accounting and auditing.

EXCHANGE AGENT

      We have appointed U.S. Bank National Association as exchange agent in connection with the exchange offer. Holders should direct questions, requests for assistance and for additional copies of this prospectus, the letter of transmittal or notices of guaranteed delivery to the exchange agent addressed as follows:

By Mail, Hand Delivery or Overnight Courier:

U.S. Bank National Association
Corporate Trust Services
180 East Fifth Street
St. Paul, MN 55101
Attention: Specialized Finance By Facsimile Transmission:

U.S. Bank National Association
Corporate Trust Services
180 East Fifth Street
St. Paul, MN 55101
Attention: Specialized Finance
(651) 244-1537

For Information or Confirmation by Telephone:

U.S. Bank National Association
Corporate Trust Services
180 East Fifth Street
St. Paul, MN 55101
Attention: Specialized Finance
(651) 244-1197

93

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

      We are including the following financial statements in this prospectus, rather than incorporating them by reference to our annual report on Form 10-K for the fiscal year ended December 29, 2002, because they include an additional note, “Guarantor Financial Information.” This additional note appears as Note 22 to the following financial statements, beginning on page F-40. We were not required to include the additional note in our annual report on Form 10-K for the fiscal year ended December 29, 2002. However, the additional note is required in this prospectus because the new registered 8 7/8% senior subordinated notes we are offering for exchange in the exchange offer are guaranteed by substantially all of our domestic subsidiaries.

Independent Auditors’ Report	F-2
Consolidated Income Statements for Each of the Three Years Ended December 29, 2002	F-3
Consolidated Balance Sheets at December 29, 2002, December 30, 2001 and December 31, 2000	F-4
Consolidated Statements of Stockholders’ Equity for Each of the Three Years Ended December 29, 2002	F-5
Consolidated Statements of Cash Flows for Each of the Three Years Ended December 29, 2002	F-7
Notes to Consolidated Financial Statements	F-9

F-1

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Stockholders of PerkinElmer, Inc.

Wellesley, Massachusetts

      We have audited the accompanying consolidated balance sheets of PerkinElmer, Inc. and subsidiaries (the “Company”) as of December 29, 2002 and December 30, 2001, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 29, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of PerkinElmer, Inc. and subsidiaries as of December 29, 2002 and December 30, 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 29, 2002, in conformity with accounting principles generally accepted in the United States of America.

      As discussed in Note 12 to the consolidated financial statements, the Company changed its method of accounting for goodwill and intangible assets in 2002 to conform to Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

January 22, 2003

F-2

CONSOLIDATED INCOME STATEMENTS

For the Three Years Ended December 29, 2002

			2002			2001			2000
			(In thousands, except per share data)
Sales:
	Products		$	1,285,413		$	1,327,473		$	1,348,797
	Services			219,568			197,866			189,185
Total sales				1,504,981			1,525,339			1,537,982
Cost of sales:
	Products			772,197			739,234			782,489
	Services			131,903			110,186			109,884
Total cost of sales				904,100			849,420			892,373
Selling, general and administrative expenses				431,304			376,860			364,483
Research and development expenses				86,451			80,074			76,098
In-process research and development charges				—			71,533			24,300
Restructuring charges, net				35,698			7,000			6,300
Gains on dispositions, net				(5,216	)		(33,189	)		(37,739	)
Amortization of intangible assets				28,326			43,926			32,309
Operating income from continuing operations				24,318			129,715			179,858
Other expense, net				32,868			29,165			33,113
(Loss) income from continuing operations before income taxes				(8,550	)		100,550			146,745
(Benefit) provision for income taxes				(4,415	)		59,052			56,375
(Loss) income from continuing operations				(4,135	)		41,498			90,370
Loss from discontinued operations, net of income taxes				(16,543	)		(9,360	)		(4,303	)
(Loss) gain on disposition of discontinued operations, net of income taxes				(13,460	)		2,367			4,453
(Loss) income before effect of accounting change				(34,138	)		34,505			90,520
Effect of accounting change, net of income taxes				(117,800	)		—			—
Net (loss) income			$	(151,938	)	$	34,505		$	90,520
Basic (loss) earnings per share:
	Continuing operations		$	(0.03	)	$	0.40		$	0.92
	Discontinued operations			(0.24	)		(0.07	)		—
	(Loss) income before effect of accounting change			(0.27	)		0.33			0.92
Effect of accounting change, net of income taxes				(0.94	)		—			—
Net (loss) income			$	(1.21	)	$	0.33		$	0.92
Diluted (loss) earnings per share:
	Continued operations		$	(0.03	)	$	0.39		$	0.88
	Discontinued operations			(0.24	)		(0.07	)		—
		Net (loss) income before effect of accounting change		(0.27	)		0.32			0.89
Effect of accounting change, net of income taxes				(0.94	)		—			—
Net (loss) income			$	(1.21	)	$	0.32		$	0.89

The accompanying notes are an integral part of these consolidated financial statements.

F-3

CONSOLIDATED BALANCE SHEETS

As of December 29, 2002 and December 30, 2001

			2002			2001
			(In thousands except share
			and per share data)
Current assets:
	Cash and cash equivalents		$	130,615		$	138,250
	Cash held in escrow			186,483			—
	Accounts receivable, net			304,647			319,063
	Inventories			205,455			244,841
	Other current assets			152,137			150,686
	Current assets of discontinued operations			12,006			90,518
		Total current assets		991,343			943,358
Property, plant and equipment:
	At cost			598,048			530,327
	Accumulated depreciation			(294,026	)		(247,703	)
Property, plant and equipment, net				304,022			282,624
Investments				14,298			18,197
Intangible assets				1,439,774			1,530,053
Other assets				83,835			102,055
Long-term assets of discontinued operations				2,967			93,651
		Total assets	$	2,836,239		$	2,969,938
Current liabilities:
	Short-term debt		$	191,491		$	125,984
	Accounts payable			146,290			128,952
	Accrued restructuring and integration costs			40,748			51,735
	Accrued expenses			316,427			427,550
	Current liabilities of discontinued operations			2,718			20,814
		Total current liabilities		697,674			755,035
Long-term debt				614,053			598,125
Long-term liabilities				270,031			253,164
Long-term liabilities of discontinued operations				2,137			57
Commitments and contingencies
Stockholders’ equity:
	Preferred stock — $1 par value, authorized 1,000,000 shares; one issued or outstanding			—			—
	Common stock — $1 par value, authorized 300,000,000 shares; issued 145,101,000 shares; and 125,854,000 and 124,188,000 shares outstanding in 2002 and 2001			145,101			145,101
	Capital in excess of par value			679,929			641,091
	Unearned compensation			(5,890	)		(3,827	)
	Retained earnings			655,066			842,283
	Accumulated other comprehensive loss			(31,865	)		(60,940	)
	Cost of shares held in treasury — 19,247,000 shares and 20,913,000 shares in 2002 and 2001			(189,997	)		(200,151	)
		Total stockholders’ equity		1,252,344			1,363,557
		Total liabilities and stockholders’ equity	$	2,836,239		$	2,969,938

The accompanying notes are an integral part of these consolidated financial statements.

F-4

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three Years Ended December 29, 2002

																Accumulated
																Other
																Comprehensive			Cost of			Total
		Comprehensive			Common		Capital in			Unearned			Retained			Income			Shares Held			Stockholders’
		Income			Stock		Excess of Par			Compensation			Earnings			(Loss)			in Treasury			Equity
		(In thousands, except per share data)
Balance, January 3, 2000.					$	120,204	$	—		$	—		$	701,907		$	(14,040	)	$	(257,295	)	$	550,776
Comprehensive income
Net income		$	90,520			—		—			—			90,520			—			—			90,520
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments			(25,484	)		—		—			—			—			(25,484	)		—			(25,484	)
	Unrealized gains on securities arising during the period		481
	Reclassification adjustment		1
	Net unrealized gains		482			—		—			—			—			482			—			482
	Other comprehensive loss		(25,002	)
Comprehensive income		$	65,518
Cash dividends ($.28 per share)						—		—			—			(27,533	)		—			—			(27,533	)
Exercise of employee stock options and related income tax benefits						—		17,230			—			16,000			—			34,939			68,169
Issuance of common stock for employee benefit plans						—		14,493			(13,019	)		—			—			7,988			9,462
Purchase of common stock for treasury						—		(102	)		—			—			—			(10,487	)		(10,589	)
Mergers, acquisitions and other						2,704		14,704			—			55,178			—			—			72,586
Balance, December 31, 2000.						122,908		46,325			(13,019	)		836,072			(39,042	)		(224,855	)		728,389
Comprehensive income
Net income		$	34,505		$	—	$	—		$	—		$	34,505		$	—		$	—		$	34,505
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments			(20,976	)		—		—			—			—			(20,976	)		—			(20,976	)
	Unrealized gains on derivative instruments		1,407			—		—			—			—			1,407			—			1,407
	Unrealized losses on securities arising during the period		(2,438	)
	Reclassification adjustment		109
	Net unrealized losses		(2,329	)		—		—			—			—			(2,329	)		—			(2,329	)
	Other comprehensive loss		(21,898	)
Comprehensive income		$	12,607
Cash dividends ($.28 per share)						—		—			—			(28,294	)		—			—			(28,294	)
Exercise of employee stock options and related income tax benefits						—		20,723			—			—			—			20,047			40,770
Issuance of common stock for employee benefit plans						—		(2,296	)		9,192			—			—			4,693			11,589
Purchase of common stock for treasury						—		—			—			—			—			(1,784	)		(1,784	)
Acquisition of AST						—		3,252			—			—			—			1,748			5,000

F-5

															Accumulated
															Other
															Comprehensive			Cost of			Total
		Comprehensive			Common		Capital in		Unearned			Retained			Income			Shares Held			Stockholders’
		Income			Stock		Excess of Par		Compensation			Earnings			(Loss)			in Treasury			Equity
		(In thousands, except per share data)
Acquisition of Packard						22,193		573,087		—			—			—			—			595,280
Balance, December 30, 2001.						145,101		641,091		(3,827	)		842,283			(60,940	)		(200,151	)		1,363,557
Comprehensive income
Net loss		$	(151,938	)	$	—	$	—	$	—		$	(151,938	)		—		$	—			(151,938	)
Other comprehensive income (loss), net of tax:
	Foreign currency translation adjustments		34,350			—		—		—			—			34,350			—			34,350
	Change in minimum liability of pension		(3,928	)		—		—		—			—			(3,928	)		—			(3,928	)
	Unrealized losses on derivative instruments		(1,407	)		—		—		—			—			(1,407	)		—			(1,407	)
	Unrealized gains on securities arising during the period		60			—		—		—			—			60			—			60
	Reclassification adjustment		(417	)
	Other comprehensive income		28,658
Comprehensive loss		$	(123,280	)
Cash dividends ($.28 per share)						—		—		—			(35,279	)		—			—			(35,279	)
Exercise of employee stock options						—		2,173		—			—			—			6,114			8,287
Issuance of common stock for employee benefit plans						—		8,661		(2,063	)		—			—			9,965			16,563
Purchase of common stock for treasury						—		—		—			—			—			(5,925	)		(5,925	)
Acquisition of Packard						—		28,004		—			—			—			—			28,004
Balance, December 29, 2002.					$	145,101	$	679,929	$	(5,890	)	$	655,066		$	(31,865	)	$	(189,997	)	$	1,252,344

The accompanying notes are an integral part of these consolidated financial statements.

F-6

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Years Ended December 29, 2002

				2002			2001			2000
				(In thousands)
Operating activities:
	Net (loss) income			$	(151,938	)	$	34,505		$	90,520
	Add net loss from discontinued operations				16,543			9,360			4,303
	Add net loss (gain) on disposition of discontinued operations				13,460			(2,367	)		(4,453	)
	Add effect of accounting change				117,800			—			—
	(Loss) income from continuing operations				(4,135	)		41,498			90,370
	Adjustments to reconcile (loss) income from continuing operations to net cash provided by continuing operations:
		In-process research and development charges			—			71,533			24,300
		Non-cash restructuring actions			3,150			(1,763	)		4,830
		Depreciation and amortization			76,580			88,472			74,253
		Stock-based compensation			2,613			3,529			4,143
		Deferred taxes			(35,369	)		5,628			14,318
		Amortization of deferred debt issuance cost, accretion of discounts and net gains from extinguishment of debt			19,531			20,753			8,567
		Gains on dispositions and sales of investments, net			(3,229	)		(40,738	)		(38,248	)
		Changes in assets and liabilities which provided (used) cash, excluding effects from companies purchased and divested:
			Accounts receivable, net		35,278			18,219			439
			Inventories		48,231			(35,518	)		(12,033	)
			Accounts payable		13,846			487			9,796
			Tax benefit from exercise of common stock options		912			15,043			30,843
			Accrued expenses and other		(49,159	)		(41,875	)		(54,648	)
Net cash provided by continuing operations operating activities					108,249			145,268			156,930
Net cash used by discontinued operations operating activities					(6,745	)		(21,969	)		(11,382	)
Net cash provided by operating activities					101,504			123,299			145,548
Investing activities:
	Cash held in escrow				(186,483	)		—			—
	Purchase of Fremont, CA facility				(30,000	)		—			—
	Capital expenditures				(37,819	)		(94,382	)		(59,294	)
	Proceeds from dispositions of businesses, net				96,194			73,505			39,148
	Proceeds from dispositions of property, plant and equipment				29,782			61,243			42,276
	Cost of acquisitions and investments, net of cash and cash equivalents acquired				(22,511	)		34,149			(411,040	)
	Proceeds from sale (use from purchase) of investments, net				—			2,951			(20,457	)
	Other				—			(758	)		1,919
Net cash (used in) provided by continuing operations investing activities					(150,837	)		76,708			(407,448	)
Net cash (used in) provided by discontinued operations investing activities					(5,200	)		(10,947	)		6,018
Net cash (used in) provided by investing activities					(156,037	)		65,761			(401,430	)

F-7

			2002			2001			2000
			(In thousands)
Financing activities:
	Prepayment of short-term debt			(123,683	)		—			—
	Prepayment of 2005 notes			(110,288	)		—			—
	Prepayment of zero coupon convertible notes			(304,322	)		—			—
	Proceeds from sale of senior subordinated notes			297,500			—			—
	Proceeds from term loan			315,000			—			—
	Proceeds from issuance of convertible debt			—			—			448,000
	Payment of debt issuance and termination costs			(15,841	)		—			—
	(Decrease) increase in commercial paper borrowings			—			(177,000	)		37,000
	Other debt decreases			(5,540	)		(3,235	)		(233,991	)
	Proceeds from issuance of common stock			19,051			39,475			46,902
	Purchases of common stock for treasury			(5,925	)		(1,784	)		(10,589	)
	Cash dividends			(35,279	)		(28,294	)		(27,533	)
Net cash provided by (used in) continuing operations financing activities				30,673			(170,838	)		259,789
Effect of exchange rate changes on cash and cash equivalents				16,225			(5,523	)		(5,006	)
Net (decrease) increase in cash and cash equivalents				(7,635	)		12,699			(1,099	)
Cash and cash equivalents at beginning of year				138,250			125,551			126,650
Cash and cash equivalents at end of year			$	130,615		$	138,250		$	125,551
Supplemental disclosures of cash flow information for continuing and discontinued operations (see also Note 2):
	Cash paid during the year for:
		Interest	$	11,789		$	17,971		$	45,236
		Income taxes	$	42,845		$	18,211		$	21,819
	Non-cash investing and financing activities:
		Fair value of stock and options issued to Packard shareholders	$	28,004		$	595,280		$	—
		Fair value of stock issued to AST shareholders	$	—		$	5,000		$	—
		Packard debt assumed	$	—		$	118,236		$	—
		NEN debt assumed	$	—		$	—		$	48,262
		Fair value of warrants issued in NEN acquisition	$	—		$	—		$	6,940

The accompanying notes are an integral part of these consolidated financial statements.

F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1:     Nature of Operations and Accounting Policies

      Nature of Operations: PerkinElmer, Inc. is a global high technology company which designs, manufactures, markets and supports products, systems and service offerings within four business segments: Life Sciences, Analytical Instruments, Optoelectronics and Fluid Sciences. In July 2001, PerkinElmer, Inc. approved a plan to sell its Security and Detection Systems business, which is presented as discontinued operations in accordance with Accounting Principles Board (“APB”) Opinion No. 30, Reporting the Results of Operations — Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions (“APB No. 30”) (see Note 6).

      In June 2002, the Company approved separate plans to dispose of its Telecommunications Components and Entertainment Lighting businesses. The Company has accounted for these businesses as discontinued operations in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, (“SFAS No. 144”), which the Company adopted as of the beginning of fiscal 2002.

      The consolidated financial statements include the accounts of PerkinElmer, Inc. and its subsidiaries (the Company). All material intercompany balances and transactions have been eliminated in consolidation.

      Accounting Policies and Estimates: The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

      Sales: The majority of the Company’s product sales are recorded at the point in time of shipment, when title and risk of ownership passes to the buyer and when persuasive evidence of an arrangement exists, the seller’s price to the buyer is fixed or determinable and collectibility is reasonably assured. A provision is made at the time the related revenue is recognized for the cost of any installation obligations and the estimated cost of product warranties. When other significant obligations remain after products are delivered, including certain customer acceptance provisions, revenue is recognized only after such obligations are fulfilled. If a loss is anticipated on any contract, a provision for the entire loss is made immediately. Revenue related to the sale of maintenance contracts is deferred and amortized on a straight-line basis over the service period. Shipping and handling costs are reflected in both revenue and cost of goods sold to the extent they are billed to customers. In all other instances they are reflected as a component of cost of goods sold.

      Inventories: Inventories, which include material, labor and manufacturing overhead, are valued at the lower of cost or market. Substantially all inventories are accounted for using the first-in, first-out (FIFO) method of determining inventory costs. Inventory quantities on-hand are regularly reviewed, and where necessary, provisions for excess and obsolete inventory are recorded based primarily on the Company’s estimated forecast of product demand and production requirements.

      Allowance for Doubtful Accounts: The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments.

      Income Taxes: The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. This method also requires the recognition of future tax

F-9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

benefits such as net operating loss carryforwards, to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established for any deferred tax asset for which realization is not more likely than not.

      Property, Plant and Equipment: For financial statement purposes, the Company depreciates plant and equipment using the straight-line method over their estimated useful lives, which generally fall within the following ranges: buildings — 10 to 40 years; leasehold improvements — estimated useful life or remaining term of lease, whichever is shorter; machinery and equipment — 3 to 7 years. Certain tooling costs are capitalized and amortized over a 3 year life, while repairs and maintenance costs are expensed.

      Pension Plans: The Company’s funding policy provides that payments to the U.S. pension trusts shall at least be equal to the minimum funding requirements of the Employee Retirement Income Security Act of 1974. Non-U.S. plans are accrued for, but generally not fully funded, and benefits are paid from operating funds. A minimum pension liability adjustment is required when the actuarial present value of accumulated benefits exceeds plan assets and accrued pension liabilities.

      Translation of Foreign Currencies: For foreign operations with functional currencies other than the U.S. dollar, asset and liability accounts are translated at current exchange rates; income and expenses are translated using weighted average exchange rates. Resulting translation adjustments, as well as gains and losses from certain intercompany transactions, are reported in accumulated other comprehensive income, a separate component of stockholders’ equity.

      Intangible Assets: The Company’s intangible assets consist of (1) goodwill, which is not being amortized commencing in 2002 and beyond; (2) indefinite lived intangibles, which consist of certain patents and trademarks that are not subject to amortization; and (3) amortizing intangibles, which consist of patents, trademarks and purchased technologies, which are being amortized over their useful lives. All intangible assets are subject to impairment tests on a periodic basis.

      Note 12 describes the impact of accounting for the adoption of SFAS No. 142, Goodwill and Intangible Assets, and the annual impairment methodology that the Company will employ on January 1st of each year in calculating the recoverability of goodwill. This same impairment test will be performed at other times during the course of the year should an event occur which suggests that the recoverability of goodwill should be challenged. Non-amortizing intangibles are also subject to annual impairment tests. However, the methodology employed is as described in APB Opinion No. 17, Intangible Assets. Amortizing intangibles are currently evaluated for impairment using the methodology set forth in SFAS No. 144. Recoverability of these assets is assessed only when events have occurred that may give rise to an impairment. When a potential impairment has been identified, forecasted undiscounted net cash flows of the operations to which the asset relates are compared to the current carrying value of the long-lived assets present in that operation. If such cash flows are less than such carrying amounts, long-lived assets, including such intangibles, are written down to their respective fair values.

      Prior to 2002, the Company employed the impairment methodologies set forth in SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. These methodologies did not differ substantially from SFAS No. 144 as they related to amortizing intangibles. Goodwill was also previously evaluated for impairment under SFAS No. 121 in 2001 and 2000.

      Stock-Based Compensation: The Company issued restricted stock to certain employees and has reflected the fair value of these awards as unearned compensation until the restrictions are released and the compensation is earned. As allowed by SFAS No. 123, Accounting for Stock-Based Compensation, the Company has elected to account for stock-based compensation at intrinsic value with disclosure of the effects of fair value accounting on net income and earnings per share on a pro forma basis. At December 29, 2002, the Company has three stock-based compensation plans, which are described more

F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

fully in Note 18. The Company accounts for these plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. No stock-based employee compensation cost related to stock options is reflected in net income, as all options granted under those plans had an exercise price at least equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the company had applied the fair value recognition provisions of SFAS No. 123.

		Year Ended
		December 29,			December 30,			December 31,
		2002			2001			2000
		(In thousands, except per share data)
Net (loss) income		$	(151,938	)	$	34,505		$	90,520
Add: Stock-based employee compensation expense included in net (loss) income, net of related tax effects			1,568			2,117			2,486
Deduct: Total stock-based employee compensation expense determined under fair market value method (see Note 18) for all awards, net of related tax effects			(22,717	)		(27,904	)		(15,371	)
Pro forma net (loss) income		$	(173,087	)	$	8,718		$	77,635
(Loss) earnings per share:
	Basic — as reported	$	(1.21	)	$	0.33		$	0.92
	Basic — pro forma	$	(1.38	)	$	0.08		$	0.79
	Diluted — as reported	$	(1.21	)	$	0.32		$	0.89
	Diluted — pro forma	$	(1.38	)	$	0.08		$	0.76

      Investments and Marketable Securities: Investments where the Company does not have the ability to exercise significant influence are accounted for either in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities or under the cost method. The cost of securities sold is based on the specific identification method. For public companies that have readily determinable fair values, the Company classifies its equity investments as either available-for-sale or trading. Should securities be classified as available for sale, the Company records these investments at their fair values with unrealized gains and losses included in accumulated other comprehensive income/(loss). If investments are classified as trading, any unrealized gain or loss is recorded directly to the income statement. Under the cost method of accounting, investments in private companies are carried at cost and are adjusted only for other-than-temporary declines in fair value, distributions of earnings and additional investments.

      Investments in business entities in which the Company does not have control, but has the ability to exercise significant influence over operating and financial policies are accounted for by the equity method. If the Company has disproportionate capital at risk and the equity method investee is recognizing losses, the Company records its proportionate loss based on its proportionate capital at risk.

      Cash Flows: For purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid unrestricted instruments with a purchased maturity of three months or less to be cash equivalents. The carrying amount of cash and cash equivalents approximates fair value due to the short maturities.

      Environmental Matters: The Company accrues for costs associated with the remediation of environmental pollution when it is probable that a liability has been incurred and the Company’s proportionate share of the amount can be reasonably estimated. The recorded liabilities have not been discounted.

F-11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Comprehensive Income: Comprehensive income is defined as net income and other changes in stockholders’ equity from transactions and other events from sources other than stockholders. Comprehensive income is reflected in the Consolidated Statements of Stockholders’ Equity.

      Derivative Instruments and Hedging: The company records derivative instruments on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative instrument and whether it qualifies for hedge accounting. The effect of the adoption of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as of January 1, 2001 was not material.

      Stock Splits: Per share amounts and share data have been retroactively restated to give effect to the two-for-one stock split on June 1, 2001, effected in the form of a 100% stock dividend for holders of record as of May 15, 2001.

      Reclassifications: Certain financial statement amounts from prior years have been reclassified to conform with current year presentation.

Recently Issued Accounting Pronouncements

      In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities (“SFAS No. 146”), which nullifies EITF Issue No. 94-3. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, whereas EITF No. 94-3 had recognized the liability at the commitment date to an exit plan. The Company is required to adopt the provisions of SFAS No. 146 effective for exit or disposal activities initiated after December 30, 2002.

      In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure — an amendment of FASB Statement No. 123 (“SFAS No. 148”). SFAS No. 148 amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The disclosure requirements of SFAS No. 148 have been implemented in Note 1 and Note 18 and the interim disclosure requirements will be adopted by the Company in the first interim period in 2003.

      In November 2002, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The Company is currently evaluating, but has not yet determined the effect that the adoption of EITF Issue No. 00-21 will have on its results of operations and financial condition.

      In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The Company is currently evaluating the effect that the adoption of FIN 46 will have on its results of operations and financial condition.

F-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 2:     Acquisitions and Divestitures

Acquisitions

      In November 2001, the Company completed the acquisition of 100% of Packard BioScience Company (Packard) for a purchase price of approximately $764.0 million, consisting primarily of approximately 22 million of the Company’s common shares and the assumption of $118.2 million in debt which was subsequently redeemed in March 2002 (see Note 13). Packard is a global developer, manufacturer and marketer of instruments and related consumables and services for use in drug discovery and other life sciences research, and generated sales of approximately $165.0 million for its fiscal year ended December 31, 2000. The Company undertook this acquisition to extend its capabilities in automated liquid handling and sample preparation and strengthened its position as a global provider of comprehensive drug discovery solutions.

      Packard’s operations, assumed as of the date of acquisition, are reported within the results from operations of the Life Sciences reporting segment. The acquisition was accounted for as a purchase in accordance with SFAS No. 141, and the Company has accordingly allocated the purchase price of Packard based upon the fair values of the net assets acquired and liabilities assumed. Portions of the net assets acquired and liabilities assumed were valued by independent appraisers utilizing customary valuation procedures and techniques. These intangible assets included $69.0 million in acquired in-process research and development for projects that had not yet reached technological feasibility as of the acquisition date and for which no future alternative use existed. These costs were expensed on the date of the acquisition. Other acquired intangible assets valued at $239.2 million included the fair value of trade names, trademarks, patents and developed technology. Of this amount, $76.5 million has been ascribed to trade names and trademarks for which an indefinite life has been assigned. The Packard acquisition also resulted in an allocation to goodwill of $428.9 million. Indefinite lived intangibles and goodwill are not being amortized in accordance with SFAS No. 142, effective for all business combinations completed subsequent to July 1, 2001.

      In connection with this acquisition, the Company agreed to issue 0.311 shares of PerkinElmer common stock for each outstanding share of Packard common stock. The Company also agreed to assume all outstanding options to purchase Packard common stock, which became exercisable for shares of PerkinElmer common stock following the merger, after giving effect to the same exchange ratio provided for in the merger agreement to the Packard common shareholders. The purchase price for Packard has been allocated to the estimated fair value of assets acquired and liabilities assumed. Some allocations are based on studies and independent valuations, as discussed above.

      The components of the purchase price and allocation are as follows (in thousands):

Consideration and acquisition costs:
	Stock issued to Packard shareholders		$	595,280
	Debt assumed			118,236
	Acquisition costs			22,242
	Fair value of options issued			28,004
		Total consideration and acquisition costs	$	763,762

F-13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Allocation of purchase price:
	Current assets		$	152,595
	Property, plant and equipment			23,100
	Other assets			44,573
	Identifiable intangible assets			239,200
	In-process research and development			69,040
	Goodwill			428,888
	Liabilities assumed			(193,634	)
		Total	$	763,762

      As part of the Packard acquisition and included in liabilities assumed is approximately $17.1 million in integration charges. The integration accrual was recorded pursuant to a formal plan and includes initiatives to integrate the operations of Packard and the Company and are principally comprised of amounts related to employee separation costs and the termination of leases and other contractual obligations.

			Disposal of		Termination
			Certain		of Leases
	Employee		Product		and Other
	Separation		Lines and		Contractual
	Costs		Assets		Obligations		Total
	(In millions)
Packard Plan	$	8.1	$	5.4	$	3.6	$	17.1

      On July 31, 2000, the Company completed its acquisition of 100% of NEN Life Sciences, Inc. (NEN), a provider of state-of-the-art drug discovery products, services, reagents and technologies to the life sciences industry for an aggregate purchase price of approximately $418.0 million. The acquisition was undertaken to expand the Company’s drug discovery products, services, reagents and technologies provided to the life sciences industry. In connection with the acquisition, the Company paid approximately $350.0 million in cash and issued warrants to purchase approximately 600,000 shares of the Company’s common stock, expiring July 2003, at $40.00 per share in exchange for all of the outstanding shares, options and warrants of NEN. In addition, the Company repaid approximately $50.0 million of outstanding indebtedness of NEN. The Company financed the acquisition and repayment of the outstanding indebtedness with $410 million of commercial paper borrowings with a weighted-average interest rate of 7%. These short-term borrowings were repaid in August 2000 with proceeds from the issuance of long-term convertible debentures (see Note 13). NEN’s operations, included in the consolidated results of the Company from the date of acquisition, are reported in the Life Sciences reporting segment. The acquisition was accounted for as a purchase under APB Opinion No. 16, Business Combinations, and the results of operations of NEN are included in the Company’s financial statements from the date of acquisition.

      The components of NEN’s purchase price and allocation were as follows (in thousands):

Consideration and acquisition costs:
	Cash paid to NEN shareholders		$	348,918
	Debt assumed			48,262
	Acquisition costs			13,647
	Fair value of warrants issued			6,940
		Total consideration and acquisition costs	$	417,767

F-14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Allocation of purchase price:
	Current assets		$	34,327
	Property, plant and equipment			59,755
	Other assets			739
	Identifiable intangible assets			93,600
	In-process research and development			24,300
	Goodwill			253,090
	Liabilities assumed			(48,044	)
		Total	$	417,767

      The valuation of the existing technology and in-process research and development was determined using the income method. Revenue and expense projections as well as technology assumptions were prepared through 2010. The value assigned to in-process technology relates primarily to eight projects associated with the Packard acquisition and seven projects associated with the NEN acquisition, all in various stages of completion, but yet to reach technological feasibility. The efforts required to develop the in-process technologies into commercially viable products principally relate to the completion of all planning, designing, prototyping, verification and testing activities that are necessary to establish that the products can be designed to meet their design specifications, including function, features and technical performance requirements. The valuation of the in-process research and development was determined separately from all other acquired assets using the percentage-of-completion method.

      As part of the July 2000 acquisition of NEN, the Company recorded a $4.0 million integration charge for actions targeted at reduced employment costs, consolidation of certain facilities and the termination of certain leases and other contractual obligations.

      During the second quarter of 2000, the Company finalized its integration plan in connection with its acquisition of the Analytical Instruments Division of PE Corp. Based on continued aggressive actions by the Company to improve the cost structure of the acquired business, and increased costs related primarily to employment integration, the Company increased its original estimate of integration costs and related goodwill recorded at the acquisition date by $24.0 million in connection with purchase accounting.

      The following table summarizes integration reserve activity during 2002, 2001 and 2000 related to the acquisitions of Analytical Instruments, NEN and Packard acquisitions as discussed above:

	(In millions)
Accrued integration costs at January 3, 2000	$	14.1
Integration charges		28.0
Amounts paid during 2000		(9.8	)
Accrued integration costs at December 31, 2000		32.3
Packard integration charges		33.0
Amounts paid during 2001		(23.1	)
Accrued integration costs at December 30, 2001		42.2
Change in estimate of Packard integration charges		(15.9	)
Amounts paid in 2002		(17.6	)
Accrued integration costs at December 29, 2002	$	8.7

F-15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Unaudited pro forma operating results for the Company, assuming the acquisition of NEN and Packard occurred on January 3, 2000 are noted in the following table. These amounts do not give effect to businesses divested.

	2001		2000
	(In thousands, except per
	share data)
Sales from continuing operations	$	1,691,332	$	1,786,287
Income from continuing operations	$	101,278	$	84,123
Net income	$	94,285	$	84,279
Basic earnings per share	$	0.77	$	0.70
Diluted earning per share	$	0.74	$	0.67

      The pro forma amounts in the previous table exclude the in-process research and development charges of $69.0 million and $24.3 million for the Packard and NEN acquisitions, respectively. The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of the Company’s operating results that would have occurred had the acquisitions been consummated on the dates for which the consummation of the acquisitions are being given effect, nor is it necessarily indicative of the Company’s future operating results. The pro forma amounts do not reflect any operating efficiencies and cost savings that the Company believes are achievable.

      In March 2001, the Company purchased Applied Surface Technology (AST) for $11.4 million in cash and the Company’s common stock with an aggregate value of $5.0 million. This acquisition was accounted for as a purchase under APB Opinion No. 16 and the Company allocated the purchase price of AST based on fair value of the assets acquired and the liabilities assumed. Portions of the purchase price, including intangible assets, were valued by independent appraisers utilizing generally accepted valuation techniques. These intangible assets included $2.5 million for acquired in-process research and development for projects that had not yet reached technical feasibility and did not have future alternative uses. Accordingly, these costs were expensed in the first quarter of 2001. The results of operations of AST are included in the consolidated results of the Company from the date of the acquisition. Pro forma accounts for the AST acquisition are not material to the consolidated financial statements.

Divestitures

      Gains on dispositions in 2002 included $4.4 million from the sales of facilities and approximately $0.8 million from the resolution of certain contingencies related to the sale of the Instruments for Research and Applied Sciences (IRAS) business.

      During the fourth quarter of 2001, the Company sold its IRAS business for cash of $55.5 million, resulting in a pre-tax gain of approximately $32.3 million. Additionally, at December 29, 2002 the Company has deferred a gain of approximately $0.5 million in connection with certain contingencies related to the sale. Also during the fourth quarter of 2001, the Company sold its Voltarc business for cash of $9.5 million and a note for approximately $8.0 million, resulting in a pre-tax loss of approximately $6.3 million. The combined net income of the disposed businesses were $5.4 million in 2000 and $1.4 million in 2001 through the date of disposal.

      During the fourth quarter of 2000, the Company sold its Berthold business at a net pre-tax gain of $10 million. The Company deferred gain recognition of approximately $11.9 million of sales proceeds from this divestiture in connection with certain contingencies related to the sale, $2.0 million of which was recognized during 2001 as a result of the resolution of certain events and contingencies. Revenues for 2000 for the divested business was approximately $30.0 million.

      Also during 2000, the Company recorded a pre-tax gain of $16.7 million from the sale of a building, and recognized $2.4 million in net losses related to certain other asset dispositions.

F-16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      During the first quarter of 2000, the Company sold its micromachined sensors and specialty semiconductor businesses for cash of $24.3 million, resulting in a pre-tax gain of $6.7 million. Combined financial results of the divested businesses for 2000 were not material to the consolidated results of the Company.

      All of the gains described above are reported on the “Gains on dispositions, net” line in the consolidated income statements.

Note 3: Restructuring Charges

     2002

      In connection with the Company’s decision to combine the Life Sciences and Analytical Instruments businesses, the Company recorded a restructuring charge of $26.0 million during the fourth quarter of 2002. The restructuring charge consists of approximately $20.8 million of severance payments, $3.5 million in lease cancellation payments and $1.7 million of asset writedowns.

      During the first quarter of 2002, consistent with the strategic direction of the Company and concurrent with the reevaluation of existing restructuring plans at the time, the Company recorded a pre-tax restructuring charge of $9.2 million. The principal actions related to a workforce reduction and overhead reductions resulting from continued reorganization activities, including the closure of certain manufacturing facilities. The restructuring charge consisted of $7.7 million of severance charges and $0.3 million of lease cancellation payments and $1.2 million of asset writedowns.

      The Company recorded restructuring charges by segment for 2002 are as follows:

	Life		Analytical				Fluid
	Sciences		Instruments		Optoelectronics		Sciences		Total
	(In millions)
Fourth quarter combination of Life Sciences and Analytical Instruments	$	12.9	$	13.1	$	—	$	—	$	26.0
Other 2002 restructuring charges		4.0		1.5		3.7		—		9.2
Total	$	16.9	$	14.6	$	3.7	$	—	$	35.2

     2001

      Consistent with the strategic direction of the Company and concurrent with the reevaluation of existing restructuring plans at the time, the Company recorded a pre-tax restructuring charge of $9.2 million during the fourth quarter of 2001. The principal actions within the charge related to a workforce reduction and overhead reductions resulting from continued reorganization activities, including the closure of certain manufacturing facilities. The restructuring charge consisted of $7.0 million of severance charges, $2.1 million for lease and other contractual obligation cancellations, and $0.1 million for the disposal of certain product lines and assets. A large portion of these actions were attributable to the consolidation of certain European general and administrative functions within both the Life Sciences and Analytical Instruments reporting segments.

      The Company recorded restructuring charges by segment for 2001 are as follows:

			Analytical
	Life Sciences		Instruments		Optoelectronics		Fluid Sciences		Total
	(In millions)
Total	$	3.9	$	5.3	$	—	$	—	$	9.2

F-17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     2000

      During the fourth quarter of 2000, the Company recorded a pre-tax restructuring charge of $15.1 million. These charges related to the Company’s Life Sciences and Optoelectronics reporting segments. The principal actions in the restructuring plans included close-down or consolidation of a number of offices and facilities, the closure of certain manufacturing facilities, and the disposal of underutilized assets. The restructuring charges included: Life Sciences’ actions associated with the integration of administrative functions and overall facility consolidation, and Optoelectronics’ actions associated with its Lighting and Imaging businesses related to employee separation costs and the closures of certain manufacturing facilities.

      The Company recorded restructuring charges by segment for 2000 are as follows:

			Analytical
	Life Sciences		Instruments		Optoelectronics		Fluid Sciences		Total
	(In millions)
Total	$	5.1	$	—	$	10.0	$	—	$	15.1

      The following table summarizes the components of the Company’s restructuring plans and related accrual activity recorded:

					Abandonment
					of Excess			Total Cash			Asset
		Severance			Facilities			Charges			Writedowns			Total
		(In thousands)
2000 and Earlier Restructuring Plans
	Balance at January 3, 2000	$	14,868		$	7,984		$	22,852		$	4,500		$	27,352
	Restructuring recorded		9,050			2,100			11,150			3,950			15,100
	Amounts paid or incurred		(6,329	)		(200	)		(6,529	)		(6,079	)		(12,608	)
	Changes in estimates		(8,338	)		(1,342	)		(9,680	)		880			(8,800	)
	Balance at December 31, 2000		9,251			8,542			17,793			3,251			21,044
	Amounts paid or incurred		(10,251	)		(5,290	)		(15,541	)		(1,363	)		(16,904	)
	Changes in estimates		2,951			(3,252	)		(301	)		(1,888	)		(2,189	)
	Balance at December 30, 2001		1,951			—			1,951			—			1,951
	Amounts paid or incurred		(1,022	)		—			(1,022	)		—			(1,022	)
	Changes in estimates		(929	)		—			(929	)		—			(929	)
	Balance at December 29, 2002		—			—			—			—			—
2001 Restructuring Plans
	Restructuring recorded		6,926			2,138			9,064			125			9,189
	Amounts paid or incurred		(840	)		(638	)		(1,478	)		(125	)		(1,603	)
	Changes in estimates		—			—			—			—			—
	Balance at December 30, 2001		6,086			1,500			7,586			—			7,586
	Amounts paid or incurred		(3,248	)		(1,400	)		(4,648	)		(243	)		(4,891	)
	Changes in estimates		1,137			—			1,137			243			1,380
	Balance at December 29, 2002		3,975			100			4,075			—			4,075

F-18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

					Abandonment
					of Excess			Total Cash			Asset
		Severance			Facilities			Charges			Writedowns			Total
		(In thousands)
2002 Restructuring Plans
	Restructuring recorded		28,518			3,822			32,340			2,907			35,247
	Amounts paid or incurred		(6,527	)		(309	)		(6,836	)		(424	)		(7,260	)
	Changes in estimates		—			—			—			—			—
	Balance at December 29, 2002		21,991			3,513			25,504			2,483			27,987
Balance at December 29, 2002.		$	25,966		$	3,613		$	29,579		$	2,483		$	32,062

      The majority of the actions remaining at December 29, 2002 are expected to be settled in 2003, with the exception of European pension and severance obligations as well as lease obligations which may extend beyond 2003.

Note 4:     Other Expense

      Other expense, net consisted of the following:

	2002			2001			2000
	(In thousands)
Interest income	$	(3,161	)	$	(3,730	)	$	(3,874	)
Interest expense		32,096			37,730			37,418
Losses (gains) on sale of investments, net		1,987			(4,274	)		(1,294	)
Extinguishment of debt		353			—			—
Other		1,593			(561	)		863
	$	32,868		$	29,165		$	33,113

Note 5:     Income Taxes

      The components of (loss) income from continuing operations before income taxes for financial reporting purposes were as follows:

	2002			2001			2000
	(In thousands)
U.S.	$	(93,197	)	$	(18,641	)	$	38,315
Non-U.S.		84,647			119,191			108,430
	$	(8,550	)	$	100,550		$	146,745

      The components of the (benefit) provision for income taxes for continuing operations were as follows:

					Deferred Expense
		Current			(Benefit)			Total
		(In thousands)
2002
	Federal	$	(1,587	)	$	(28,050	)	$	(29,637	)
	State		3,827			(3,473	)		354
	Non-U.S.		28,714			(3,846	)		24,868
		$	30,954		$	(35,369	)	$	(4,415	)

F-19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

				Deferred Expense
		Current		(Benefit)			Total
		(In thousands)
2001
	Federal	$	20,971	$	1,995		$	22,966
	State		1,732		2,516			4,248
	Non-U.S.		30,721		1,117			31,838
		$	53,424	$	5,628		$	59,052
2000
	Federal	$	14,121	$	12,571		$	26,692
	State		3,405		2,968			6,373
	Non-U.S.		24,627		(1,317	)		23,310
		$	42,153	$	14,222		$	56,375

      The total (benefit) provision for income taxes included in the consolidated financial statements was as follows:

	2002			2001			2000
	(In thousands)
Continuing operations	$	(4,415	)	$	59,052		$	56,375
Discontinued operations		1,955			(2,427	)		4,894
	$	(2,460	)	$	56,625		$	61,269

      A reconciliation of income tax expense at the U.S. federal statutory income tax rate to the recorded tax (benefit) provision is as follows

	2002			2001			2000
	(In thousands)
Tax at statutory rate	$	(2,993	)	$	35,193		$	51,361
Non-U.S. rate differential, net		(11,863	)		(9,854	)		(18,490	)
State income taxes, net		354			4,248			6,373
Nondeductible intangible and goodwill amortization		180			7,232			11,886
Nondeductible in-process research and development		—			25,037			11,446
Change in valuation allowance		5,866			(503	)		(2,495	)
Other, net		4,041			(2,301	)		(3,706	)
	$	(4,415	)	$	59,052		$	56,375

F-20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The tax effects of temporary differences and carryovers that gave rise to deferred income tax assets and liabilities as of December 29, 2002 and December 30, 2001 were as follows:

		2002			2001
		(In thousands)
Deferred tax assets:
	Inventory	$	9,629		$	8,365
	Reserves and accruals		43,614			15,594
	Accrued compensation		11,375			23,305
	Net operating loss and credit carryforwards		62,673			56,392
	Post-retirement health benefits		1,053			4,238
	Restructuring reserve		8,853			16,496
	In-process research and development		11,020			9,916
	All other, net		12,771			8,269
Total deferred tax assets			160,988			142,575
Deferred tax liabilities:
	Pension contribution		(11,727	)		(11,392	)
	Amortization		(90,759	)		(95,120	)
	Depreciation		(29,409	)		(23,304	)
	All other, net		(8,668	)		(7,636	)
Total deferred tax liabilities			(140,563	)		(137,452	)
Valuation allowance			(29,271	)		(32,821	)
Net deferred liabilities		$	(8,846	)	$	(27,698	)

      At December 29, 2002, the Company had net operating loss carryovers of approximately $57.1 million, R&E credits totaling $4.2 million and foreign tax credits of $3.7 million, subject to various carryforward periods. Based on the judgment of the Company, the valuation allowance takes into consideration limitations imposed upon the use of the tax attribute carryovers and reduces the value of such items to the likely net realizable amount.

      Current deferred tax assets of $103 million and $83 million were included in other current assets at December 29, 2002 and December 30, 2001, respectively. Long-term deferred tax liabilities of $112 million and $111 million were included in long-term liabilities at December 29, 2002 and December 30, 2001, respectively.

      With the exception of deferred taxes that were specifically provided on earnings that were anticipated to be repatriated and dividends actually paid to the U.S., the Company does not provide for taxes on unremitted earnings of its foreign subsidiaries. It is the practice and intention of the Company to permanently reinvest the income of its foreign subsidiaries in its overseas operations. However, certain requirements of the senior secured credit facility discussed in Note 13 may require the Company to repatriate earnings of its non-U.S. subsidiaries in the future. Consistent with past practice the Company will include in its income tax provision the incremental tax cost, if any, for earnings to be repatriated to the U.S. to satisfy debt and other obligations when such events become foreseeable.

Note 6:     Discontinued Operations

      In June 2002, the Company completed the sale of its Security and Detection Systems business for cash consideration of approximately $100.0 million and a net working capital adjustment, the amount of which has yet to be finalized. A net pre-tax gain of approximately $15.0 million was recorded pursuant to

F-21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

this transaction in 2002 as a gain on the disposition of a discontinued operation. The Company has accounted for its Security and Detection Systems business as a discontinued operation in accordance with APB No. 30, and accordingly, the results of operations and related cash flows of this business through the disposal date have been segregated from continuing operations and reported as a separate line on the Company’s Consolidated Income Statements. The assets and liabilities of the Security and Detection Systems business are reflected within the assets and liabilities from discontinued operations in the accompanying Consolidated Balance Sheets for the periods prior to its sale, and the resulting gain from the sale is presented as a component of net income within dispositions of discontinued operations, net of income tax on the Company’s 2002 Consolidated Income Statement.

      During June 2002, the Company approved separate plans to shut down its Telecommunications Component and sell its Entertainment Lighting businesses as part of its continued efforts to focus on higher growth opportunities. The results of these businesses were previously reported as part of the Optoelectronics reporting segment. The Company has accounted for these businesses as discontinued operations in accordance with SFAS No. 144, and accordingly, has presented the results of operations and related cash flows of these businesses as discontinued operations for all periods presented. The assets and liabilities of these disposal groups have been presented separately and are reflected within the assets and liabilities from discontinued operations in the accompanying Consolidated Balance Sheets.

      In connection with these actions, the Company recorded the following gains and losses, which have been reported as the loss on dispositions of discontinued operations during the year ended December 29, 2002:

		(In thousands)
(Gain) on the sale of the Security and Detection Systems business		$	(14,960	)
Loss recorded to reduce the assets to the amount estimated to be fair value less cost to sell:
	Entertainment Lighting business		2,100
	Telecommunications Component business		18,386
Loss on disposition of discontinued operations before income taxes			5,526
Provision for income taxes			7,934
Loss on disposition of discontinued operations, net of income taxes		$	13,460

      Amounts recorded as gain on dispositions of discontinued operations for the years ended December 30, 2001 and December 30, 2000, totaling $2,367 and $4,453, respectively, are attributable to the 1999 sale of the Technical Services business. The amounts recognized as gains reflect the resolution of contingencies recorded on certain long-term contracts and transitional services provided to the Technical Services business subsequent to the sale.

F-22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Summary operating results of the discontinued operations of the Telecommunications Component and Entertainment Lighting businesses through December 29, 2002 and the Security and Detection Systems business through June 30, 2002, the date of divestiture, were as follows:

	2002			2001			2000
	(In thousands)
Sales	$	120,181		$	76,424		$	157,285
Costs and expenses		136,063			83,620			150,547
Operating (loss) income from discontinued operations		(15,882	)		(7,196	)		6,738
Other expense		6,640			6,124			8,994
Loss from discontinued operations before income taxes		(22,522	)		(13,320	)		(2,256	)
(Benefit)/provision for income taxes		(5,979	)		(3,960	)		2,047
Loss from discontinued operations, net of income taxes	$	(16,543	)	$	(9,360	)	$	(4,303	)

Note 7:     Earnings per Share

      Basic earnings per share was computed by dividing net income by the weighted-average number of common shares outstanding during the year. Diluted earnings per share was computed by dividing net income by the weighted-average number of common shares outstanding plus all potentially dilutive common shares outstanding, primarily shares issuable upon the exercise of stock options using the treasury stock method. The following table reconciles the number of shares utilized in the earnings per share calculations:

		2002		2001		2000
		(In thousands)
Number of common shares — basic			125,439		103,687		98,212
Effect of dilutive securities
	Stock option		—		2,700		4,022
	Restricted shares and other		—		872		44
Number of common shares — diluted			125,439		107,259		102,278

      Shares of common stock related to employee stock options to purchase 15.5 million, 8.0 million and 0.1 million shares of common stock were not included in the computation of diluted earnings per share for 2002, 2001 and 2000, respectively, because their effect would have been antidilutive. Additionally, warrants to purchase 0.6 million shares of common stock were not included in the computation of diluted earning per share in 2002 and 2001 because their effect would have been antidilutive. Conversion of the Company’s zero coupon debentures was not assumed in the computation of diluted earnings per share for the years presented because the effect of assumed conversion would have been antidilutive for all periods presented.

Note 8:     Accounts Receivable

      Accounts receivable were net of reserves for doubtful accounts of $21.4 million and $13.0 million as of December 29, 2002 and December 30, 2001, respectively.

      During 2001, the Company established a wholly owned consolidated subsidiary to fund, on a revolving basis, certain of the Company’s accounts receivable balances and simultaneously sell an undivided interest in this pool of receivables to a financial institution. As collections reduce the balance of sold accounts receivable, new receivables are sold. The Company’s consolidated subsidiary retains the risk of credit loss on the receivables and accordingly, the full amount of the allowance for doubtful accounts has been provided for on the Company’s balance sheet. Under the terms of this arrangement, the Company retains collection and administrative responsibilities for the balances. The accounts receivable securitization facility provides for up to $51.0 million in accounts receivable funding. The facility has an effective interest rate at

F-23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 29, 2002 of approximately LIBOR plus 140 basis points. Amounts funded under this facility were $29.0 million and $37.0 million at December 29, 2002 and December 30, 2001, respectively. This amount has reduced the outstanding receivable balance. The facility includes conditions that require the Company to maintain a corporate credit rating of BB or above as defined by Standard & Poor’s Rating Services, and Ba2 or above as defined by Moody’s Investors Service. At December 29, 2002 the Company had a senior unsecured credit rating of BB+ with a stable outlook from Standard & Poor’s Rating Services and of Ba2 with a stable outlook from Moody’s Investors Service. In January 2003, the Company entered into an agreement to extend the term of our accounts receivable securitization facility to January 31, 2004.

Note 9:     Inventories

      Inventories as of December 29, 2002 and December 30, 2001 consisted of the following:

	2002		2001
	(In thousands)
Raw materials	$	92,319	$	76,085
Work in progress		38,841		60,872
Finished goods		74,295		107,884
	$	205,455	$	244,841

Note 10:     Property, Plant and Equipment

      Property, plant and equipment, at cost, as of December 29, 2002 and December 30, 2001 consisted of the following:

	2002		2001
	(In thousands)
Land	$	26,227	$	25,542
Building and leasehold improvements		174,257		140,100
Machinery and equipment		397,564		364,685
	$	598,048	$	530,327

Note 11:     Investments

      Investments as of December 29, 2002 and December 30, 2001 consisted of the following:

	2002		2001
	(In thousands)
Marketable securities	$	10,369	$	15,716
Joint venture and other investments		3,929		2,481
	$	14,298	$	18,197

      Marketable securities include equity and fixed-income securities held to meet obligations associated with the supplemental executive retirement plan.

      The net unrealized holding gain (loss) on marketable securities, net of deferred income taxes, reported as a component of accumulated other comprehensive (loss) income in stockholders’ equity, was a $1.3 million loss and a $1.4 million loss at December 29, 2002 and December 30, 2001, respectively. The proceeds from the sales of securities and the related gains and losses are not material for any period presented.

F-24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Marketable securities classified as available for sale as of December 29, 2002 and December 30, 2001 consisted of the following:

				Gross Unrealized Holding
		Market
		Value		Cost		Gains		(Losses)
		(In thousands)
2002
	Common stocks	$	5,633	$	7,533	$	—	$	(1,900	)
	Fixed-income securities		4,430		4,392		38		—
	Other		306		320		—		(14	)
		$	10,369	$	12,245	$	38	$	(1,914	)
2001
	Common stocks	$	8,865	$	10,864	$	32	$	(2,031	)
	Fixed-income securities		6,098		6,066		32		—
	Other		753		766		—		(13	)
		$	15,716	$	17,696	$	64	$	(2,044	)

Note 12:     Goodwill and Intangible Assets

      In June 2001, the Financial Accounting Standards Board issued SFAS No. 141 and SFAS No. 142. SFAS No. 141 requires all business combinations initiated after July 1, 2001 to be accounted for using the purchase method. Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed annually at a minimum for potential impairment by comparing the carrying value to the fair value of the reporting unit to which they are assigned. The provisions of SFAS No. 142 are effective for the Company’s current fiscal year. Accordingly, the Company has ceased goodwill amortization as of the beginning of fiscal 2002. SFAS No. 142 requires that goodwill be tested for impairment at the reporting unit level upon initial adoption and at least annually thereafter, utilizing a two-step methodology. The initial step requires the Company to determine the fair value of each reporting unit and compare it to the carrying value, including goodwill of such unit. If the fair value exceeds the carrying value, no impairment loss would be recognized. However, if the carrying value of the reporting unit exceeds the corresponding fair value, the goodwill of this unit may be impaired. The amount, if any, of the impairment would then be evaluated with the goodwill balance being adjusted to approximate fair value.

      In connection with adopting this standard, the Company, assisted by independent valuation consultants, has completed the transitional testing of goodwill using a measurement date of January 1, 2002. The results of this testing indicated that the carrying values of the lighting reporting unit within the Optoelectronics business unit exceeded the estimated fair value of this unit as determined utilizing various valuation techniques, including discounted cash flow and comparative market analysis. This is attributable to decreases in forecasted results versus those previously contemplated. Accordingly, an impairment charge has been recognized as a change in accounting principle as of the beginning of 2002. The impairment charge was $117.8 million on a before and after-tax basis.

      The adjustment to previously reported (loss) income from continuing operations before effect of accounting change and (loss) earnings per share before effect of accounting change below illustrates the

F-25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

impact of goodwill amortization on reported results. The impact on net (loss) income, and basic and diluted net (loss) earnings per share for 2002, 2001 and 2000 is as follows:

	2002			2001		2000
	(In thousands, except
	per share amounts)
Reported (loss) income from continuing operations before effect of accounting change	$	(4,135	)	$	41,498	$	90,370
Goodwill amortization, net of tax		—			22,378		24,015
Adjusted (loss) income from continuing operations before effect of accounting change	$	(4,135	)	$	63,876	$	114,385
Basic (loss) earnings per share:
Reported (loss) income from continuing operations before effect of accounting change	$	(0.03	)	$	0.40	$	0.92
Goodwill amortization, net of tax		—			0.22		0.24
Adjusted (loss) income from continuing operations before effect of accounting change	$	(0.03	)	$	0.62	$	1.16
Diluted (loss) earnings per share:
Reported (loss) income from continuing operations before effect of accounting change	$	(0.03	)	$	0.39	$	0.88
Goodwill amortization, net of tax		—			0.21		0.23
Adjusted (loss) income from continuing operations before effect of accounting change	$	(0.03	)	$	0.60	$	1.12

      Intangible asset balances at December 30, 2001 by business segment were as follows:

									Analytical
			Life Sciences			Optoelectronics			Instruments			Fluid Sciences			Consolidated
			(In thousands)
Patents			$	79,279		$	12,682		$	2,800		$	4,000		$	98,761
	Less: Accumulated depreciation			(3,839	)		(3,996	)		(362	)		(3,000	)		(11,197	)
		Net patents		75,440			8,686			2,438			1,000			87,564
Licenses				42,991			955			—			—			43,946
	Less: Accumulated depreciation			(3,051	)		(862	)		—			—			(3,913	)
	Net licenses			39,940			93			—			—			40,033
Core technology				114,710			—			85,000			8,125			207,835
	Less: Accumulated depreciation			(2,125	)		—			(10,980	)		(245	)		(13,350	)
	Net core technology			112,585			—			74,020			7,880			194,485
Net amortizable intangible assets				227,965			8,779			76,458			8,880			322,082
	Non-amortizing intangible assets			112,359			—			71,092			—			183,451
	Net goodwill			702,158			115,683			177,206			29,473			1,024,520
TOTALS			$	1,042,482		$	124,462		$	324,756		$	38,353		$	1,530,053

F-26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Intangible asset balances at December 29, 2002 by business segment were as follows:

								Analytical
		Life Sciences			Optoelectronics			Instruments			Fluid Sciences			Consolidated
		(In thousands)
Patents		$	76,860		$	12,682		$	2,800		$	4,000		$	96,342
	Less: Accumulated depreciation		(10,351	)		(5,247	)		(503	)		(3,800	)		(19,901	)
	Net patents		66,509			7,435			2,297			200			76,441
Licenses			45,143			1,394			—			—			46,537
	Less: Accumulated depreciation		(5,740	)		(1,394	)		—			—			(7,134	)
	Net licenses		39,403			—			—			—			39,403
Core technology			114,710			—			85,857			8,125			208,692
	Less: Accumulated depreciation		(14,309	)		—			(15,229	)		(940	)		(30,478	)
	Net core technology		100,401			—			70,628			7,185			178,214
Net amortizable intangible assets			206,313			7,435			72,925			7,385			294,058
Non-amortizing intangible assets			112,305			—			71,092			—			183,397
Net goodwill			696,885			35,428			202,008			27,998			962,319
TOTALS		$	1,015,503		$	42,863		$	346,025		$	35,383		$	1,439,774

Note 13:     Debt

      Senior Secured Credit Facility. In December 2002, the Company entered into a new senior credit facility with a group of commercial banks. This facility is comprised of a six-year term loan in the amount of $315.0 million and a $100.0 million revolving credit facility that is available through December 2007. This credit facility is secured primarily by substantially all domestic assets.

      The interest rates under the senior credit facility applicable to the term loan and to the revolving credit facility are determined as a spread over either the Eurodollar rate or the base rate as defined in the credit agreement. The applicable margin for the term loan is 400 basis points for the Eurodollar rate and 300 basis points for the base rate. The Company may allocate all or a portion of the outstanding indebtedness under the senior credit facility to interest based upon the spread over the Eurodollar rate or the base rate. At December 29, 2002, the Eurodollar rate was approximately 140 basis points and the base rate was 425 basis points. The term loan will be repayable in nominal quarterly installments until December 2007, and thereafter in four equal quarterly installments until December 2008. The revolving credit facility is available through December 2007 for working capital needs. At December 29, 2002, we had no outstanding principal balance under the revolving credit facility.

      The senior credit facility contains covenants requiring specific financial ratios, including:

•  a minimum interest coverage ratio,

•  a minimum fixed charge coverage ratio,

•  a maximum senior leverage ratio, and

•  a maximum total leverage ratio.

F-27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      8 7/8% Notes. In December 2002, the Company issued and sold ten-year senior subordinated notes at a rate of 8 7/8% with a face value of $300.0 million. The Company received $297.5 million in gross proceeds from the issuance. Deferred issuance costs of $7.0 million were recorded as a non-current asset. The debt, which matures in January 2013, is unsecured, but is guaranteed by substantially all domestic subsidiaries. Interest on the 8 7/8% notes is payable semi-annually on January 15 and July 15, beginning July 15, 2003. If a change of control occurs, each holder of 8 7/8% notes may require the Company to repurchase some or all of the notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued interest. Before January 15, 2006, the Company may redeem up to 35% of the aggregate principal amount of our 8 7/8% notes with the net proceeds of specified public equity offerings at 108.875% of the principal amount of the notes, plus accrued interest, if at least 65% of the aggregate principal amount of the notes remains outstanding after the redemption. The Company may redeem some or all of the 8 7/8% notes at any time on or after January 15, 2008, at a redemption price of 104.438%. The redemption price decreases to 102.958% on January 15, 2009, to 101.479% on January 15, 2010 and to 100% on January 15, 2011. The debt is subordinated to the senior credit facility and other existing and future senior subordinated indebtedness, all of which is discussed below.

      The 8 7/8% notes contain financial and other covenants. Most of these covenants terminate if the notes obtain an investment grade rating by Standard & Poor’s Rating Services and Moody’s Investors Service.

      Zero Coupon Convertible Debentures. In August 2000, the Company sold zero coupon convertible debentures with an aggregate purchase price of $460.0 million. The zero coupon convertible debentures were then due August 2020 and were priced with a yield to maturity of 3.5%. The zero coupon debentures include a call provision which allow the Company to call the debentures as early as August 2003. During 2002, $106.5 million of the zero coupon convertible debentures were purchased in open market transactions, resulting in a gain of approximately $8.4 million. In December 2002, the Company completed a tender offer to purchase any and all of the existing zero coupon convertible debentures. As of December 29, 2002, $205.6 million of the issue was tendered and redeemed. The remaining $186.5 million will either be repurchased prior to the first available call date of August 2003 or called at that time. Under the terms of the senior secured credit facility, the Company is required to redeem all of the zero coupon debentures remaining outstanding at that time. An amount equal to the accreted value of the outstanding debentures, totaling $186.5 million, was placed in escrow as of December 29, 2002. Accordingly, the zero coupon debentures have been reported as a current liability in the consolidated balance sheet.

      6.8% Notes. In October 1995 the Company issued $115.0 million in notes bearing an interest rate of 6.8% and maturing in 2005. During the fourth quarter of 2001, the fixed rate on these notes was swapped to a floating rate using a swap instrument which reset semi-annually in arrears based upon six-month USD LIBOR. In December 2002, the Company completed a tender offer for outstanding 6.8% notes. As of December 29, 2002 all but $4.7 million of these notes had been tendered. In connection with this tender offer, the swap arrangement was terminated and a gain of $4.4 million was recorded.

      Packard Notes. In November 2001, the Company completed the acquisition of Packard and assumed $118.2 million of senior subordinated ten-year notes issued in March 1997. The notes were redeemed on March 1, 2002 at a rate of 104.688% in accordance with the indenture dated as of March 4, 1997. As such, this amount was reclassified to short-term on our December 30, 2001 balance sheet for presentation purposes. In connection with this redemption, a loss of $5.5 million was recognized as a result of the call premium paid to the holders of the notes.

F-28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table summarizes the maturities of the Company’s indebtedness at December 29, 2002:

					6.8%		Zero Coupon
			8.875% Sr.		Unsecured		Convertible		Other
			Subordinated		Notes due		Debentures		Revolving
	Term Note		Notes due 2013		2005		due 2020		Debt Facilities		Total
	(In thousands)
2003	$	3,150	$	—	$	—	$	186,483	$	1,858	$	191,491
2004		3,150		—		—		—		—		3,150
2005		3,150		—		4,681		—		—		7,831
2006		3,150		—		—		—		—		3,150
2007		3,150		—		—		—		—		3,150
2008 and beyond		299,250		297,522		—		—		—		596,772
Total	$	315,000	$	297,522	$	4,681	$	186,483	$	1,858	$	805,544

Note 14:     Accrued Expenses

      Accrued expenses as of December 29, 2002 and December 30, 2001 consisted of the following:

	2002		2001
	(In thousands)
Payroll and incentives	$	28,749	$	34,580
Employee benefits		50,697		43,513
Federal, non-U.S. and state income taxes		94,762		83,067
Other accrued operating expenses		142,219		266,390
	$	316,427	$	427,550

Note 15:     Employee Benefit Plans

      Except where noted otherwise, the following employee benefit plan disclosures include amounts and information on a combined basis, for both the continuing and discontinued operations of the Company.

      Savings Plan: The Company has a savings plan for the benefit of qualified U.S. employees. Under this plan, for all business units except those within Life Sciences, the Company contributes an amount equal to the lesser of 55% of the amount of the employee’s voluntary contribution or 3.3% of the employee’s annual compensation. For Life Sciences, the Company contributes an amount equal to the lesser of 100% of the employee’s voluntary contribution or 5.0% of the employee’s annual compensation. Savings plan expense charged to continuing operations was $7.3 million in 2002 and $6.5 million in 2001 and $5.1 million in 2000.

      Pension Plans: The Company has defined benefit pension plans covering substantially all U.S. employees except those employed by Life Sciences and non-U.S. pension plans for non-U.S. employees. The U.S. defined benefit pension plans were closed to new hires effective January 31, 2001. The plans provide benefits that are based on an employee’s years of service and compensation near retirement. Assets of the U.S. plan are comprised primarily of equity and debt securities.

F-29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Net periodic pension cost included the following components:

	2002			2001			2000
	(In thousands)
Service cost	$	6,492		$	6,860		$	7,830
Interest cost		19,963			19,011			19,315
Expected return on plan assets		(23,513	)		(23,235	)		(20,588	)
Net amortization and deferral		83			(460	)		(486	)
	$	3,025		$	2,176		$	6,071

      The following table sets forth the changes in the funded status of the principal U.S. pension plan and the principal non-U.S. pension plans and the amounts recognized in the Company’s consolidated balance sheets as of December 29, 2002 and December 30, 2001.

	2002						2001
	Non-U.S.			U.S.			Non-U.S.			U.S.
	(In thousands)
Actuarial present value of benefit obligations:
Accumulated benefit obligations	$	137,302		$	177,076		$	111,610		$	157,573
Projected benefit obligations at beginning of year	$	124,860		$	167,236		$	123,386		$	174,351
Service cost		1,841			4,651			2,020			4,840
Interest cost		7,598			12,365			7,054			11,957
Benefits paid and plan expenses		(6,312	)		(11,618	)		(5,535	)		(13,077	)
Participants’ contributions		584			—			540			—
Actuarial loss (gain)		1,523			16,359			4,616			(9,974	)
Plan amendments		—			86			—			(861	)
Effect of exchange rate changes		18,932			—			(6,778	)		—
Dispositions		232			—			—			—
Curtailment gain — discontinued operations		(2,477	)		—			(2,672	)		—
Acquisitions		—			—			2,229			—
Projected benefit obligations at end of year		146,781			189,079			124,860			167,236
Fair value of plan assets at beginning of year		41,947			208,585			48,737			230,347
Actual return on plan assets		(5,998	)		(19,816	)		(5,228	)		(8,685	)
Benefits paid and plan expenses		(6,312	)		(11,618	)		(5,535	)		(13,077	)
Employer contribution		9,397			—			5,133			—
Participant contribution		584			—			540			—
Effect of exchange rate changes		4,322			—			(1,700	)		—
Transfer out — discontinued operations		(295	)		—			—			—
Fair value of plan assets at end of year		43,645			177,151			41,947			208,585
Plan assets less (greater) than projected benefit obligations		103,136			11,928			82,913			(41,349	)
Unrecognized net transition asset (obligation)		(303	)		—			(277	)		—
Unrecognized net prior service costs		(330	)		(152	)		(379	)		623
Unrecognized net gain (loss)		(10,193	)		(54,103	)		1,184			1,428
Accrued pension liability (asset)	$	92,310		$	(42,327	)	$	83,441		$	(39,298	)

F-30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2002						2001
	Non-U.S.			U.S.			Non-U.S.			U.S.
	(In thousands)
Net amounts recognized in the consolidated balance sheets consist of:
Accrued benefit liability included in other long-term liabilities	$	97,921		$	—		$	83,441		$	—
Prepaid benefit cost included in long-term other assets		—			(42,327	)		—			(39,298	)
Accumulated other comprehensive income — pre-tax		(5,611	)		—			—			—
Net amounts recognized in the consolidated balance sheets	$	92,310		$	(42,327	)	$	83,441		$	(39,298	)
Actuarial assumptions as of the year-end measurement date:
Discount rate		5.65	%		6.75	%		5.70	%		7.50	%
Rate of compensation increase		2.93	%		3.50	%		3.42	%		4.50	%
Expected rate of return on assets		7.92	%		9.00	%		7.92	%		9.00	%

      The Company also sponsors a supplemental executive retirement plan to provide senior management with benefits in excess of normal pension benefits. Effective July 31, 2000, this plan was closed to new entrants. At December 29, 2002 and December 30, 2001, the projected benefit obligations were $16.6 million and $16.5 million, respectively. Assets with a fair value of $5.4 million and $8.0 million segregated in a trust, were available to meet this obligation as of December 29, 2002 and December 30, 2001, respectively. Pension expense for this plan was approximately $1.6 million in 2002 and $1.1 million in 2001.

      An additional minimum liability of $3.9 million was recorded to Stockholder’s Equity during 2002 as a result of the fair value of the plan assets for the Company’s pension plan in the United Kingdom being below the accumulated benefit obligation of the same plan. To the extent the fair value of the plan assets of the Company’s U.S. pension plan fell below the associated accumulated benefit obligation, the Company will have to reclassify the amount of prepaid pension to Stockholder’s Equity. Unrecognized net losses are amortized over the remaining service period in accordance with accounting regulations.

      Postretirement Medical Plans: The Company provides health care benefits for eligible retired U.S. employees under a comprehensive major medical plan or under health maintenance organizations where available. The majority of the Company’s U.S. employees become eligible for retiree health benefits if they retire directly from the Company and have at least ten years of service. Generally, the major medical plan pays stated percentages of covered expenses after a deductible is met and takes into consideration payments by other group coverages and by Medicare. The plan requires retiree contributions under most circumstances and has provisions for cost-sharing charges. Effective January 1, 2000, this plan was closed to new hires. For employees retiring after 1991, the Company has capped its medical premium contribution based on employees’ years of service. The Company funds the amount allowable under a 401(h) provision in the Company’s defined benefit pension plan. Assets of the plan are comprised primarily of equity and debt securities.

      Net periodic post-retirement medical benefit cost (credit) included the following components:

	2002			2001			2000
	(In thousands)
Service cost	$	157		$	207		$	232
Interest cost		609			646			992
Expected return on plan assets		(902	)		(1,062	)		(1,219	)
Net amortization and deferral		(599	)		(674	)		(1,516	)
	$	(735	)	$	(883	)	$	(1,511	)

F-31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table sets forth the changes in the postretirement medical plan’s funded status and the amounts recognized in the Company’s consolidated balance sheets at December 29, 2002 and December 30, 2001.

		2002			2001
		(In thousands)
Actuarial present value of benefit obligations:
Retirees		$	5,720		$	10,651
Active employees eligible to retire			422			400
Other active employees			2,752			2,804
Accumulated benefit obligations at beginning of year			8,894			13,855
Service cost			157			207
Interest cost			609			646
Benefits paid			(869	)		(905	)
Actuarial loss			210			1,315
Plan adjustments			—			(6,109	)
Curtailment gain — discontinued operations			—			(115	)
Change in accumulated benefit obligations during the year			107			(4,961	)
Retirees			5,685			5,720
Active employees eligible to retire			480			422
Other active employees			2,836			2,752
Accumulated benefit obligations at end of year			9,001			8,894
Fair value of plan assets at beginning of year			10,455			12,254
Actual return on plan assets			(1,015	)		(422	)
Benefits paid and plan expenses			—			(1,377	)
Fair value of plan assets at end of year			9,440			10,455
Fair value of plan assets greater than accumulated benefit obligations			(439	)		(1,561	)
Unrecognized prior service costs			4,234			4,705
Unrecognized net gain			663			2,347
Accrued post-retirement medical liability		$	4,458		$	5,491
Actuarial assumptions as of the year-end measurement date Discount rate			6.75	%		7.50	%
	Expected rate of return on assets		9.00	%		9.00	%
Healthcare cost trend rate:
First year			*			*
Ultimate			*			*
Time to reach ultimate			*			*

*  In 2001, the Company moved entirely to a defined dollar plan. Accordingly, such assumptions are no longer applicable.

      The accrued postretirement medical liability included $3.0 million and $4.5 million classified as long-term liabilities as of December 29, 2002 and December 30, 2001, respectively.

      Deferred Compensation Plans: During 1998, the Company implemented certain nonqualified deferred compensation programs that provide benefits payable to officers and certain key employees or their

F-32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

designated beneficiaries at specified future dates, upon retirement or death. Benefit payments under these plans are funded by a combination of contributions from participants and the Company. The Company has not made any cash contributions to this plan since inception. The obligations related to the deferred compensation plan totaled $6.8 million and $9.9 million at December 29, 2002 and December 30, 2001, respectively.

Note 16:     Contingencies

      The Company is subject to various claims, legal proceedings and investigations covering a wide range of matters that arise in the ordinary course of its business activities. Each of these matters is subject to various uncertainties, and it is possible that some of these matters may be resolved unfavorably to the Company. The Company has established accruals for matters that are probable and reasonably estimable. Management believes that any liability that may ultimately result from the resolution of these matters in excess of amounts provided will not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

      The Company and certain officers have been named as defendants in a class action lawsuit in which the plaintiffs have alleged various statements made by the Company and management were misleading with respect to the Company’s prospects and future operating results. The Company believes it has meritorious defenses to the lawsuits and intends to contest the actions vigorously. The Company is currently unable, however, to reasonably estimate the amount of the loss, if any, that may result from resolution of these matters.

      In addition, the Company is conducting a number of environmental investigations and remedial actions at current and former Company locations and, along with other companies, has been named a potentially responsible party (PRP) for certain waste disposal sites. The Company accrues for environmental issues in the accounting period that the Company’s responsibility is established and when the cost can be reasonably estimated. The Company has accrued $7.1 million as of December 29, 2002, representing management’s estimate of the total cost of ultimate disposition of known environmental matters. Such amount is not discounted and does not reflect the recovery of any amounts through insurance or indemnification arrangements. These cost estimates are subject to a number of variables, including the stage of the environmental investigations, the magnitude of the possible contamination, the nature of the potential remedies, possible joint and several liability, the timeframe over which remediation may occur and the possible effects of changing laws and regulations. For sites where the Company has been named a PRP, management does not currently anticipate any additional liability to result from the inability of other significant named parties to contribute. The Company expects that such accrued amounts could be paid out over a period of up to ten years. As assessments and remediation activities progress at each individual site, these liabilities are reviewed and adjusted to reflect additional information as it becomes available. There have been no environmental problems to date that have had or are expected to have a material effect on the Company’s financial position or results of operations. While it is reasonably possible that a material loss exceeding the amounts recorded may have been incurred, the potential exposure is not expected to be materially different than the amounts recorded.

      In papers dated October 23, 2002, Enzo Biochem, Inc. and Enzo Life Sciences, Inc. (“Enzo”) filed a complaint in the United States District Court for the Southern District of New York, Civil Action No. 02-8448, against Amersham PLC, Amersham Biosciences, PerkinElmer, Inc., PerkinElmer Life Sciences, Inc., Sigma-Aldrich Corporation, Sigma Chemical Company, Inc., Molecular Probes, Inc., and Orchid Biosciences, Inc. The six count complaint alleges that the Company breached our distributorship agreement with Enzo, infringed Enzo’s patents, engaged in unfair competition and fraud, and committed torts against Enzo by, among other things, engaging in commercial development and exploitation of Enzo’s patented products and technology, separately and together with the other defendants. Enzo seeks injunctive and monetary relief. Management believes that we have meritorious defenses to Enzo’s complaint and intend to contest the claims vigorously. Management is currently unable, however, to determine whether

F-33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

resolution of these matters will have a material adverse impact on our financial position or results of operations.

Note 17: Warranty Reserves

      The Company provides warranty protection for certain products for periods ranging from one to three years beyond the date of sale. The majority of costs associated with warranty obligations include the replacement of parts and the time of service personnel to respond to repair and replacement requests. A warranty reserve is recorded based upon historical results, supplemented by management’s expectations of future costs. A summary of warranty reserve activity for the year ended December 29, 2002 is as follows:

		(In thousands)
Balance at December 30, 2001		$	8,694
	Provision		2,777
	Charges		(1,837	)
	Other		175
Balance at December 29, 2002		$	9,809

Note 18: Stockholders’ Equity

      Stock-Based Compensation. As of December 29, 2002, the Company had three stock-based compensation plans. Under the 2001 Incentive Plan, 8.8 million shares of the Company’s common stock were made available for option grants, restricted stock awards, performance units and other stock-based awards. Under the Life Sciences Plan, 2.3 million shares of the Company’s common stock were made available for option grants. The Company also has an Employee Stock Purchase Plan, whereby participating employees have the right to purchase common stock at a discount.

      The following table summarizes stock option activity for the three years ended December 29, 2002:

	2002					2001					2000
	Number of			Weighted-		Number of			Weighted-		Number of			Weighted-
	Shares			Average Price		Shares			Average Price		Shares			Average Price
	(Shares in thousands)
Outstanding at beginning of year		15,985		$	26.25		9,650		$	19.52		9,144		$	11.77
Granted		3,252			12.06		9,315			30.31		5,564			25.39
Exercised		(626	)		11.74		(2,073	)		12.41		(3,724	)		10.12
Lapsed		(3,131	)		31.74		(907	)		28.85		(1,334	)		15.51
Outstanding at end of year		15,480			23.32		15,985			26.25		9,650			19.52
Exercisable at end of year		6,356		$	19.97		5,567		$	17.43		2,490		$	12.71

F-34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table summarizes information about stock options outstanding at December 29, 2002:

		Options Outstanding						Options Exercisable
		Number		Weighted-				Number
		Outstanding at		Average		Weighted-		Exercisable at		Weighted-
		December 29,		Remaining		Average		December 29,		Average Exercise
Prices		2002		Contractual Life		Exercise Price		2002		Price
$	3.11 -  4.23		27,390		1.9	$	4.20		27,390	$	4.20
	4.67 -  5.85		620,139		6.6		5.05		27,139		4.69
	7.03 -  9.88		1,065,314		5.4		8.65		442,314		8.75
	10.77 - 15.88		3,917,878		5.4		13.32		2,403,174		13.88
	16.43 - 24.15		2,732,285		5.9		19.80		2,135,080		19.77
	25.24 - 37.17		5,952,286		7.3		30.58		826,809		29.74
	37.98 - 56.59		1,115,984		5.0		44.78		454,666		44.91
	57.22 - 59.28		48,526		6.7		57.88		39,196		57.78
$	3.11 - 59.28		15,479,802		6.2	$	23.32		6,355,768	$	19.97

      The weighted-average fair value of options granted during 2002, 2001, and 1999 were $12.06, $14.40 and $9.91, respectively. The values were estimated on the date of grant using the Black-Scholes option-pricing model. The following weighted-average assumptions were used in the model:

	2002			2001			2000
Risk-free interest rate		3.7	%		4.5	%		6.5	%
Expected dividend yield		1.0	%		1.0	%		2.0	%
Expected lives		4.0 years			4.0 years			3.7 years
Expected stock volatility		60	%		50	%		46	%

      In April 1999, the Company’s stockholders approved the 1998 Employee Stock Purchase Plan, whereby participating employees currently have the right to purchase common stock at a price equal to 85% of the lower of the closing price on the first day or the last day of the six-month offering period. The number of shares which an employee may purchase, subject to certain aggregate limits, is determined by the employee’s voluntary contribution, which may not exceed 10% of base compensation. During 2002, the Company issued 739,302 shares under this plan at a weighted-average price of $8.39 per share. During 2001, the Company issued 449,082 shares under this plan at a weighted-average price of $23.40 per share. During 2000, the Company issued 420,534 shares under this plan at a weighted-average price of $21.82 per share. There remains available for sale to employees an aggregate of 2.7 million shares of the Company’s stock out of 5 million shares authorized by shareholders.

      Other: The Company has awarded restricted stock to certain executive employees and directors that contain vesting provisions and performance targets. These shares were awarded under the Company’s 1999 Incentive Plan. The compensation expense associated with the fair value of these awards is recognized over the period that the performance targets are expected to be achieved. The unearned portion of the awards is reflected in stockholders’ equity as unearned compensation until the restrictions are released and the compensation is earned.

      During the three years ended December 29, 2002, the Company awarded 190,000 shares in 2002, 15,000 shares in 2001 and 385,000 shares in 2000, with weighted-average fair values of $23.45 per share in 2002, $28.13 per share in 2001 and $42.09 per share in 2000. The total compensation recognized related to these restricted shares was approximately $2.6 million in 2002, $3.5 million in 2001 and $4.1 million in 2000. As of December 29, 2002, there were 470,000 shares outstanding subject to forfeiture.

F-35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Comprehensive Income: The components of accumulated other comprehensive (loss) income, net of tax were as follows:

													Accumulated
	Foreign			Change in			Unrealized			Unrealized			Other
	Currency			Minimum			Gains (Losses)			Gains			Comprehensive
	Translation			Liability of			on Derivative			(Losses) on			(Loss)
	Adjustment			Pension			Instruments			Securities			Income
	(In thousands)
Balance, January 3, 2000	$	(14,461	)	$	—		$	—		$	421		$	(14,040	)
Current year change		(25,484	)		—			—			482			(25,002	)
Balance, December 31, 2000		(39,945	)		—			—			903			(39,042	)
Current year change		(20,976	)		—			1,407			(2,329	)		(21,898	)
Balance, December 30, 2001		(60,921	)		—			1,407			(1,426	)		(60,940	)
Current year change		34,350			(3,928	)		(1,407	)		60			29,075
Balance, December 29, 2002	$	(26,571	)	$	(3,928	)	$	—		$	(1,366	)	$	(31,865	)

      The tax effects related to each component of other comprehensive income (loss) were as follows:

		Tax Before-Tax			(Provision)			After-Tax
		Amount			Benefit			Amount
		(In thousands)
2002
Foreign currency translation adjustments		$	34,350		$	—		$	34,350
Change in minimum liability of pension			(5,611	)		1,683			(3,928	)
Unrealized losses on derivative instruments			(1,407	)		—			(1,407	)
Unrealized gains (losses) on securities			104			(44	)		60
Reclassification adjustments			(869	)		452			(417	)
Other comprehensive income		$	26,567		$	2,091		$	28,658
2001
Foreign currency translation adjustments		$	(20,976	)	$	—		$	(20,976	)
Unrealized gains on derivative instruments			1,407			—			1,407
Unrealized (losses) gains on securities:
	(Losses) gains arising during the period		(3,709	)		1,271			(2,438	)
	Reclassification adjustments		167			(58	)		109
Other comprehensive (loss) income		$	(23,111	)	$	1,213		$	(21,898	)
2000
Foreign currency translation adjustments		$	(25,484	)	$	—		$	(25,484	)
Unrealized gains on securities:
	Gains (losses) arising during the period		673			(192	)		481
	Reclassification adjustment		1			—			1
Other comprehensive loss		$	(24,810	)	$	(192	)	$	(25,002	)

F-36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 19:     Financial Instruments

      Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments and accounts receivable. The Company believes it had no significant concentrations of credit risk as of December 29, 2002.

      In the ordinary course of business, the Company enters into foreign exchange contracts for periods consistent with its committed exposures to mitigate the effect of foreign currency movements on transactions denominated in foreign currencies. Transactions covered by hedge contracts include intercompany and third-party receivables and payables. The contracts are primarily in European and Asian currencies, generally have maturities that do not exceed 12 months, have no cash requirements until maturity and are recorded at fair value on the consolidated balance sheet. Credit risk and market risk are not significant as the foreign exchange instruments are contracted with major banking institutions. Gains and losses on the Company’s foreign currency contracts are recognized immediately in earnings for hedges designated as fair value and, for hedges designated as cash flow, the related unrealized gains or losses are deferred as a component of other comprehensive income in the accompanying consolidated balance sheet. These deferred gains and losses are recognized in income in the period in which the underlying anticipated transaction occurs. Effectiveness of these cash flow hedges is measured utilizing the cumulative dollar offset method and is reviewed quarterly. For the year ended December 29, 2002, net losses from hedges reclassified from other comprehensive income to revenue and expense totaled $0.6 million. The notional amount of the outstanding foreign currency contracts was approximately $103.0 million as of December 29, 2002 and $280.0 million at December 30, 2001. At December 29, 2002 and December 30, 2001, the approximate fair value for foreign currency derivative instruments designated as fair value hedges was $0 and $0.6 million, respectively. The approximate fair value for foreign currency derivative instruments designated as cash flow hedges was $0 and $0.4 million at December 29, 2002 and December 30, 2001, respectively. At January 1, 2001, the fair value of all derivative instruments was not significant. Accordingly, when the Company adopted the provisions of SFAS No. 133, there was no cumulative effect adjustment recorded.

      During 2002, the Company entered into an interest rate swap agreement with a financial institution. This swap agreement was designated as a fair value hedge related to the 6.8% notes due 2005. The swap converted fixed rate debt to variable rate and was considered effective during the holding period. When the 6.8% notes were extinguished in December 2002, the swap was also terminated, resulting in a net gain of $4.4 million, which is included in other expense, net.

Note 20:     Leases

      The Company leases certain property and equipment under operating leases. Rental expense charged to continuing operations for 2002, 2001 and 2000 amounted to $23.5 million, $20.5 million, and $17.6 million, respectively. Minimum rental commitments under noncancelable operating leases are as follows: $23.8 million in 2003, $21.0 million in 2004, $18.5 million in 2005, $12.8 million in 2006, $11.5 million in 2007 and $170.1 million after 2007.

      Prior to December 29, 2002, the Company was party to a six-year operating lease agreement signed in 2000 for its Fremont, CA facility within its Optoelectronics business unit. As part of the Company’s 2002 Debt Refinancing, the Company terminated this lease arrangement by paying the $30.0 million obligation remaining on the facility. Accordingly, the facility is now reflected in the Company’s fixed asset balance.

Note 21:     Industry Segment and Geographic Area Information

      The Company’s businesses are reported as four reportable segments which reflect the Company’s management and structure under three strategic business units (“SBUs”). The accounting policies of the reportable segments are the same as those described in Note 1. The Company evaluates the performance of its operating segments based on operating profit. Intersegment sales and transfers are not significant.

F-37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The operating segments and their principal products and services are:

      Life Sciences: Provider of drug discovery, genetic screening and chemical analysis tools and instrumentation used in daily applications for scientific research and clinical applications.

      Analytical Instruments: Analytical tools employing technologies such as molecular and atomic spectroscopy, high-pressure liquid chromatography, gas chromatography and thermal analysis.

      Optoelectronics: A broad spectrum of digital imaging, sensor and specialty lighting components to customers in a wide variety of industries, including the biomedical and consumer products markets.

      Fluid Sciences: Provider of critical sealing and fluid containment products and services for the aerospace, semiconductor and power generation markets, as well as engine lubricant testing services.

      Sales and operating profit by segment for the three years ended December 29, 2002 are shown in the table below:

	2002			2001			2000
	(In thousands)
Life Sciences
Sales	$	494,308		$	346,110		$	221,401
Operating profit (loss)		8,006			(46,366	)		(3,636	)
Analytical Instruments
Sales		497,404			568,373			617,699
Operating profit		19,425			77,755			56,076
Optoelectronics
Sales		323,784			380,227			447,129
Operating (loss) profit		(3,998	)		51,268			96,126
Fluid Sciences
Sales		189,485			230,629			251,753
Operating profit		17,476			57,272			45,071
Other
Sales		—			—			—
Operating loss		(16,591	)		(10,214	)		(13,779	)
Continuing Operations
Sales	$	1,504,981		$	1,525,339		$	1,537,982
Operating profit	$	24,318		$	129,715		$	179,858

      The Company’s Security and Detection Systems business (formerly included in the Analytical Instruments segment) Telecommunications Components business and Entertainment Lighting business (both formerly included in the Optoelectronics segment) are presented as discontinued operations, and therefore are not included in the preceding table.

F-38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Additional information relating to the Company’s operating segments is as follows:

	Depreciation and
	Amortization Expense						Capital Expenditures
	2002		2001		2000		2002		2001		2000
	(In thousands)
Life Sciences	$	35,032	$	34,887	$	17,719	$	19,686	$	17,691	$	16,239
Analytical Instruments		9,691		17,952		21,172		5,328		32,295		3,881
Optoelectronics		20,560		23,182		23,839		38,271		27,892		27,323
Fluid Sciences		9,632		11,036		10,664		3,754		9,242		10,895
Other		1,665		1,415		859		780		7,262		956
Continuing operations	$	76,580	$	88,472	$	74,253	$	67,819	$	94,382	$	59,294

	Total Assets
	2002		2001
	(In thousands)
Life Sciences	$	1,393,001	$	1,407,774
Analytical Instruments		690,563		719,597
Optoelectronics		291,892		392,802
Fluid Sciences		125,349		124,926
Other		320,461		140,670
Net current and long-term assets of discontinued operations		14,973		184,169
	$	2,836,239	$	2,969,938

      The following geographic area information for continuing operations includes sales based on location of external customer and net property, plant and equipment based on physical location:

	Sales
	2002		2001		2000
	(In thousands)
U.S.	$	722,553	$	731,053	$	697,992
United Kingdom		93,386		94,265		97,130
Japan		87,394		85,800		77,062
Germany		86,729		93,117		99,342
France		68,431		51,814		51,788
Italy		59,117		52,475		55,047
Other non-U.S.		387,371		416,815		459,621
	$	1,504,981	$	1,525,339	$	1,537,982

F-39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Net Property, Plant and
	Equipment
	2002		2001
	(In thousands)
U.S.	$	215,282	$	160,523
Canada		25,833		35,203
Singapore		12,543		15,600
Germany		8,435		4,656
Finland		6,635		1,169
Philippines		6,314		7,960
United Kingdom		4,095		14,746
Other non-U.S.		24,885		42,767
	$	304,022	$	282,624

Note 22:     Guarantor Financial Information

      On December 26, 2002, the Company issued $300 million in aggregate principal amount of 8 7/8% Notes (the “8 7/8 Notes”) due 2013 by means of an offering memorandum to qualified institutional buyers under Rule 144A promulgated under the Securities Act of 1933, as amended. The Company’s payment obligations under the 8 7/8% Notes are guaranteed by the Company’s domestic subsidiaries (the “Guarantor Subsidiaries”). Such guarantee is full and unconditional. Separate financial statements of the Guarantor Subsidiaries are not presented because the Company’s management has determined that they would not be material to investors. The following supplemental financial information sets forth, on a consolidating basis, income statements, balance sheets, and statements of cash flow information for the Company (“Parent Company Only”), for the Guarantor Subsidiaries and for the Company’s other subsidiaries (the “Non-Guarantor Subsidiaries”). The supplemental financial information reflects the investments of the Company and the Guarantor Subsidiaries in the Guarantor and Non-Guarantor Subsidiaries using the equity method of accounting.

F-40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidating Income Statement

Year Ended December 29, 2002

(In thousands)

	Parent						Non-
	Company			Guarantor			Guarantor
	Only			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Sales	$	241,233		$	655,828		$	771,305		$	(163,385	)	$	1,504,981
Cost of sales		185,175			448,138			434,172			(163,385	)		904,100
Selling, general and administrative expenses		44,491			191,639			195,174			—			431,304
Research and development expenses		3,207			48,335			34,909			—			86,451
Other operating (income) expense, net		(12,549	)		37,831			33,526			—			58,808
Operating income (loss) from continuing operations		20,909			(70,115	)		73,524			—			24,318
Other expense (income), net		30,230			13,761			(11,123	)		—			32,868
(Loss) income from continuing operations before income taxes		(9,321	)		(83,876	)		84,647			—			(8,550	)
(Benefit) provision for income taxes		(2,929	)		(26,354	)		24,868			—			(4,415	)
Income (loss) from continuing operations		(6,392	)		(57,522	)		59,779			—			(4,135	)
Equity earnings (loss) from subsidiaries, net of tax		(108,643	)		7,907			—			100,736			—
Loss from discontinued operations, net of income taxes		(30,003	)		—			—			—			(30,003	)
Income (loss) before effect of accounting change		(145,038	)		(49,615	)		59,779			100,736			(34,138	)
Effect of accounting change, net of income taxes		(6,900	)		(59,028	)		(51,872	)		—			(117,800	)
Net income (loss)	$	(151,938	)	$	(108,643	)	$	7,907		$	100,736		$	(151,938	)

F-41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidating Income Statement

Year Ended December 30, 2001

(In thousands)

	Parent						Non-
	Company			Guarantor			Guarantor
	Only			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Sales	$	285,565		$	589,971		$	791,606		$	(141,803	)	$	1,525,339
Cost of sales		199,387			352,350			439,486			(141,803	)		849,420
Selling, general and administrative expenses		44,675			155,709			176,476			—			376,860
Research and development expenses		3,350			109,287			38,970			—			151,607
Other operating (income) expense, net		(36,286	)		17,860			36,163			—			17,737
Operating income from continuing operations		74,439			(45,235	)		100,511			—			129,715
Other (income) expense, net		(12,362	)		60,207			(18,680	)		—			29,165
(Loss) income from continuing operations before income taxes		86,801			(105,442	)		119,191			—			100,550
Provision (benefit) for income taxes		45,963			(18,749	)		31,838			—			59,052
Income (loss) from continuing operations		51,941			(86,693	)		87,353			—			41,498
Equity (loss) earnings from subsidiaries, net of tax		660			87,353			—			(88,013	)		—
Loss from discontinued operations, net of income taxes		(6,993	)		—			—			—			(6,993	)
Net income (loss)	$	34,505		$	660		$	87,353		$	(88,013	)	$	34,505

F-42

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidating Income Statement

Year Ended December 31, 2000

(In thousands)

	Parent						Non-
	Company			Guarantor			Guarantor
	Only			Subsidiaries			Subsidiaries		Eliminations			Consolidated
Sales	$	321,131		$	459,696		$	846,671	$	(89,516	)	$	1,537,982
Cost of sales		234,506			285,078			462,305		(89,516	)		892,373
Selling, general and administrative expenses		54,669			110,160			199,654		—			364,483
Research and development expenses		3,745			58,399			38,254		—			100,398
Other operating (income) expense, net		(32,295	)		12,839			20,326		—			870
Operating income (loss) from continuing operations		60,506			(6,780	)		126,132		—			179,858
Other expense, net		6,118			9,293			17,702		—			33,113
(Loss) income from continuing operations before income taxes		54,388			(16,073	)		108,430		—			146,745
Provision for income taxes		28,721			4,344			23,310		—			56,375
Income (loss) from continuing operations		25,667			(20,417	)		85,120		—			90,370
Equity earnings (loss) from subsidiaries, net of tax		64,703			85,120			—		(149,823	)		—
Gain from discontinued operations, net of income taxes		150			—			—		—			150
Net income (loss)	$	90,520		$	64,703		$	85,120	$	(149,823	)		90,520

F-43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidating Balance Sheet

December 29, 2002

(In thousands)

			Parent					Non-
			Company			Guarantor		Guarantor
			Only			Subsidiaries		Subsidiaries		Eliminations			Consolidated
Current assets:
	Cash and cash equivalents		$	27,745		$	6,981	$	95,889	$	—		$	130,615
	Cash held in escrow			186,483			—		—		—			186,483
	Accounts receivable, net			33,188			57,486		213,973		—			304,647
	Inventories			22,042			91,354		92,059		—			205,455
	Other current assets			87,876			32,637		31,624		—			152,137
	Current assets of discontinued operations			12,006			—		—		—			12,006
		Total current assets		369,340			188,458		433,545		—			991,343
Property, plant and equipment, net				36,760			170,183		97,079		—			304,022
Investments				10,485			1,494		2,319		—			14,298
Intangible assets				7,280			1,143,243		289,251		—			1,439,774
Intercompany receivable/(payable), net				(358,144	)		135,482		222,662		—			—
Investment in subsidiaries				2,122,645			762,110		—		(2,884,755	)		—
Other assets				67,743			5,488		10,604		—			83,835
Long-term assets of discontinued operations				2,967			—		—		—			2,967
		Total assets	$	2,259,076		$	2,406,458	$	1,055,460	$	(2,884,755	)	$	2,836,239
Current liabilities:
	Short-term debt		$	189,640		$	—	$	1,851	$	—		$	191,491
	Accounts payable			21,294			59,326		65,670		—			146,290
	Accrued restructuring and integration costs			3,719			22,910		14,119		—			40,748
	Accrued expenses			127,614			95,287		93,526		—			316,427
	Current liabilities of discontinued operations			2,718			—		—		—			2,718
		Total current liabilities		344,985			177,523		175,166		—			697,674
Long-term debt				614,053			—		—		—			614,053
Long-term liabilities				45,557			106,290		118,184		—			270,031
Long-term liabilities of discontinued operations				2,137			—		—		—			2,137
Total stockholders’ equity				1,252,344			2,122,645		762,110		(2,884,755	)		1,252,344
		Total liabilities and stockholders’ equity	$	2,259,076		$	2,406,458	$	1,055,460	$	(2,884,755	)	$	2,836,239

F-44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidating Balance Sheet

December 30, 2001

(In thousands)

			Parent					Non-
			Company			Guarantor		Guarantor
			Only			Subsidiaries		Subsidiaries		Eliminations			Consolidated
Current assets:
	Cash and cash equivalents		$	18,831		$	1,565	$	117,854	$	—		$	138,250
	Accounts receivable, net			35,089			69,843		214,131		—			319,063
	Inventories			24,276			120,364		100,201		—			244,841
	Other current assets			69,331			44,532		36,823		—			150,686
	Current assets of discontinued operations			90,518			—		—		—			90,518
		Total current assets		238,045			236,304		469,009		—			943,358
Property, plant and equipment, net				21,305			147,975		113,344		—			282,624
Investments				15,244			687		2,266		—			18,197
Intangible assets				2,742			1,241,401		285,910		—			1,530,053
Intercompany receivable/(payable), net				(644,538	)		236,248		408,290		—			—
Investment in subsidiaries				2,422,875			1,014,903		—		(3,437,778	)		—
Other assets				59,099			35,281		7,675		—			102,055
Long-term assets of discontinued operations				93,651			—		—		—			93,651
		Total assets	$	2,208,423		$	2,912,799	$	1,286,494	$	(3,437,778	)	$	2,969,938
Current liabilities:
	Short-term debt		$	—		$	119,895	$	6,089	$	—		$	125,984
	Accounts payable			11,895			56,673		60,384		—			128,952
	Accrued restructuring and integration costs			31,072			—		20,663		—			51,735
	Accrued expenses			150,671			182,720		94,159		—			427,550
	Current liabilities of discontinued operations			20,814			—		—		—			20,814
		Total current liabilities		214,452			359,288		181,295		—			755,035
Long-term debt				598,125			—		—		—			598,125
Long-term liabilities				32,232			130,636		90,296		—			253,164
Long-term liabilities of discontinued operations				57			—		—		—			57
Total stockholders’ equity				1,363,557			2,422,875		1,014,903		(3,437,778	)		1,363,557
		Total liabilities and stockholders’ equity	$	2,208,423		$	2,912,799	$	1,286,494	$	(3,437,778	)	$	2,969,938

F-45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidating Cash Flow Statement

Year Ended December 29, 2002

(In thousands)

		Parent						Non-
		Company			Guarantor			Guarantor
		Only			Subsidiaries			Subsidiaries			Consolidated
Operating Activities
	Net cash provided by (used in) continuing operating activities	$	102,676		$	54,266		$	(48,693	)	$	108,249
	Net cash used in discontinued operating activities		(6,745	)		—			—			(6,745	)
	Net cash provided by (used in) operating activities		95,931			54,266			(48,693	)		101,504
Investing Activities
	Cash held in escrow		(186,483	)		—			—			(186,483	)
	Purchase of Fremont, CA facility		—			(30,000	)		—			(30,000	)
	Capital expenditures		(3,879	)		(18,850	)		(15,090	)		(37,819	)
	Proceeds from dispositions of businesses		96,194			—			—			96,194
	Proceeds from disposition of assets		—			—			29,782			29,782
	Cost of acquisitions, net of cash acquired		(22,511	)		—			—			(22,511	)
	Net cash (used in) provided by continuing operations investing activities		(116,679	)		(48,850	)		14,692			(150,837	)
	Net cash used in discontinued operations investing activities		(5,200	)		—			—			(5,200	)
	Net cash (used in) provided by investing activities		(121,879	)		(48,850	)		14,692			(156,037	)
Financing Activities
	Payment of indebtedness		(538,293	)		—			—			(538,293	)
	Proceeds from indebtedness		612,500			—			—			612,500
	Other debt decreases		(1,351	)		—			(4,189	)		(5,540	)
	Payment of debt issuance and termination costs		(15,841	)		—			—			(15,841	)
	Proceeds from issuance of common stock		19,051			—			—			19,051
	Purchases of treasury stock		(5,925	)		—			—			(5,925	)
	Cash dividends		(35,279	)		—			—			(35,279	)
	Net cash provided by (used in) financing activities		34,862			—			(4,189	)		30,673
Effect of exchange rates on cash and cash equivalents			—			—			16,225			16,225
Net increase (decrease) in cash and cash equivalents			8,914			5,416			(21,965	)		(7,635	)
Cash and cash equivalents, beginning of year			18,831			1,565			117,854			138,250
Cash and cash equivalents, end of year		$	27,745		$	6,981		$	95,889		$	130,615

F-46

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidating Cash Flow Statement

Year Ended December 30, 2001

(In thousands)

		Parent						Non-
		Company			Guarantor			Guarantor
		Only			Subsidiaries			Subsidiaries			Consolidated
Operating Activities
	Net cash provided by continuing operating activities	$	114,531		$	10,382		$	20,355		$	145,268
	Net cash used in discontinued operating activities		(21,969	)		—			—			(21,969	)
	Net cash provided by operating activities		92,562			10,382			20,355			123,299
Investing Activities
	Capital expenditures		(13,486	)		(38,672	)		(42,224	)		(94,382	)
	Proceeds from dispositions of businesses		73,505			—			—			73,505
	Proceeds from disposition of assets		6,779			33,092			21,372			61,243
	Cost of acquisitions, net of cash acquired		34,149			—			—			34,149
	Other		2,193			—			—			2,193
	Net cash (used in) provided by continuing operations investing activities		103,140			(5,580	)		(20,852	)		76,708
	Net cash used in discontinued operations investing activities		(10,947	)		—			—			(10,947	)
	Net cash (used in) provided by investing activities		92,193			(5,580	)		(20,852	)		65,761
Financing Activities
	Payment of indebtedness		(177,000	)		—			—			(177,000	)
	Other debt increases (decreases)		1,128			(4,092	)		(271	)		(3,235	)
	Proceeds from issuance of common stock		39,475			—			—			39,475
	Purchases of treasury stock		(1,784	)		—			—			(1,784	)
	Cash dividends		(28,294	)		—			—			(28,294	)
	Net cash used in financing activities		(166,475	)		(4,092	)		(271	)		(170,838	)
Effect of exchange rates on cash and cash equivalents			—			—			(5,523	)		(5,523	)
Net increase (decrease) in cash and cash equivalents			18,280			710			(6,291	)		12,699
Cash and cash equivalents, beginning of year			551			855			124,145			125,551
Cash and cash equivalents, end of year		$	18,831		$	1,565		$	117,854		$	138,250

F-47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidating Cash Flow Statement

Year Ended December 31, 2000

(In thousands)

		Parent						Non-
		Company			Guarantor			Guarantor
		Only			Subsidiaries			Subsidiaries			Consolidated
Operating Activities
	Net cash provided by (used in) continuing operating activities	$	144,652		$	(23,935	)	$	36,213		$	156,930
	Net cash used in discontinued operating activities		(11,382	)		—			—			(11,382	)
	Net cash provided by (used in) operating activities		133,270			(23,935	)		36,213			145,548
Investing Activities
	Capital expenditures		(11,121	)		(14,367	)		(33,806	)		(59,294	)
	Proceeds from dispositions of businesses		39,148			—			—			39,148
	Proceeds from disposition of assets		—			39,576			2,700			42,276
	Cost of acquisitions, net of cash acquired		(411,040	)		—			—			(411,040	)
	Proceeds from sale (use from purchase) of investment, net		(20,457	)		—			—			(20,457	)
	Other		1,919			—			—			1,919
	Net cash (used in) provided by continuing operations investing activities		(401,551	)		25,209			(31,106	)		(407,448	)
	Net cash provided by discontinued operations investing activities		6,018			—			—			6,018
	Net cash (used in) provided by investing activities		(395,533	)		25,209			(31,106	)		(401,430	)
Financing Activities
	Proceeds from indebtedness		485,000			—			—			485,000
	Other debt (decreases) increases		(238,514	)		1,062			3,461			(233,991	)
	Proceeds from issuance of common stock		46,902			—			—			46,902
	Purchases of treasury stock		(10,589	)		—			—			(10,589	)
	Cash dividends		(27,533	)		—			—			(27,533	)
	Net cash provided by financing activities		255,266			1,062			3,461			259,789
Effect of exchange rates on cash and cash equivalents			—			—			(5,006	)		(5,006	)
Net (decrease) increase in cash and cash equivalents			(6,997	)		2,336			3,562			(1,099	)
Cash and cash equivalents, beginning of year			7,548			(1,481	)		120,583			126,650
Cash and cash equivalents, end of year		$	551		$	855		$	124,145		$	125,551

F-48

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 23:     Quarterly Financial Information (Unaudited)

      Selected quarterly financial information follows:

		First			Second			Third		Fourth
		Quarter			Quarter			Quarter		Quarter			Year
		(In thousands, except per share data)
2002
Sales		$	346,293		$	383,096		$	366,011	$	409,581		$	1,504,981
Operating (loss) income from continuing operations			(14,896	)		17,409			16,694		5,111			24,318
(Loss) income from continuing operations before income taxes			(28,525	)		8,987			11,963		(975	)		(8,550	)
(Loss) income from continuing operations			(20,658	)		6,075			9,750		698			(4,135	)
Net (loss) income			(147,360	)		(9,096	)		7,146		(2,628	)		(151,938	)
Basic (loss) earnings per share:
	Continuing operations	$	(0.17	)	$	0.05		$	0.08	$	0.01		$	(0.03	)
	Net (loss) income		(1.18	)		(0.07	)		0.06		(0.02	)		(1.21	)
Diluted (loss) earnings per share:
	Continuing operations	$	(0.17	)	$	0.05		$	0.08	$	0.01		$	(0.03	)
	Net (loss) income		(1.18	)		(0.07	)		0.06		(0.02	)		(1.21	)
Cash dividends per common share			0.07			0.07			0.07		0.07			0.28
2001
Sales		$	390,607		$	380,429		$	348,322	$	405,981		$	1,525,339
Operating income (loss) from continuing operations			49,080			53,971			52,687		(26,023	)		129,715
Income (loss) from continuing operations before income taxes			36,918			47,257			48,201		(31,826	)		100,550
Income (loss) from continuing operations			23,124			32,035			33,986		(47,647	)		41,498
Net income (loss)			23,495			29,411			31,219		(49,620	)		34,505
Basic earnings (loss) per share:
	Continuing operations	$	0.23		$	0.32		$	0.34	$	(0.42	)	$	0.40
	Net income (loss)		0.23			0.29			0.31		(0.44	)		0.33
Diluted earnings (loss) per share:
	Continuing operations	$	0.22		$	0.31		$	0.33	$	(0.41	)	$	0.39
	Net income (loss)		0.23			0.28			0.30		(0.43	)		0.32
Cash dividends per common share			0.07			0.07			0.07		0.07			0.28

F-49

$300,000,000

PerkinElmer, Inc.

8 7/8% Senior Subordinated Notes Due 2013

PROSPECTUS

     If you are a broker-dealer that receives new notes for your own account as a result of market-making or other trading activities, you must acknowledge that you will deliver a prospectus in connection with any resale of the new notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act. You may use this prospectus, as we may amend or supplement it in the future, for your resales of new notes. We will make this prospectus available to any broker-dealer for use in connection with any such resale for a period of 180 days after the date of expiration of this exchange offer.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20.     Indemnification of Directors and Officers

      Section 67 of Chapter 156B of the General Laws of the Commonwealth of Massachusetts, as amended (the “Massachusetts Business Corporation Law”), and Article V, Section 9 of the Registrant’s by-laws, to which reference is hereby made, contain provisions authorizing indemnification by the Registrant of directors, officers, employees or agents against certain liabilities and expenses, which they may incur as directors, officers, employees or agents of the Registrant or of certain other entities. Section 67 of Chapter 156B of the Massachusetts Business Corporation Law provides that the indemnification of directors, officers, employees and agents of a corporation and persons who serve at the corporation’s request as directors, officers, employees and other agents of another organization may be provided to whatever extent as shall be specified by (i) the articles of organization of the corporation or (ii) a by-law adopted by the stockholders or (iii) a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. Unless otherwise provided in the articles of organization or the by-laws, the indemnification of any persons described above who are not directors of the corporation may be provided by the corporation to the extent authorized by the directors. Such indemnification may include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding prior to the final disposition of such action or proceeding, upon receipt of an undertaking by the indemnified person to repay such payment if he shall be adjudicated to be not entitled to indemnification under Section 67 of Chapter 156B of the Massachusetts Business Corporation Law. Any indemnification may be provided although the person to be indemnified is no longer an officer, director, employee or agent of the corporation or of such other organization. Indemnification may not be provided for any person with respect to any matter as to which that person shall have been adjudicated in any proceeding to not have acted in good faith in the reasonable belief that his action was in the best interest of the corporation.

      Section 65 of Chapter 156B of the Massachusetts Business Corporation Law provides a limitation on the imposition of liability under other sections of the Massachusetts Business Corporation Law. Under this section, a director, officer or incorporator of a corporation is to perform his duties in good faith and in a manner he reasonably believes to be in the best interests of the corporation and with such care as an ordinarily prudent person in a like position would use under similar circumstances. Such director, officer or incorporator is entitled to rely on information, opinions, reports or records, including financial statements, books of accounts and other financial records, which are prepared by or presented by or under the supervision of (i) one or more officers or employees of the corporation whom the director, officer or incorporator reasonably believes to be reliable and competent in the matters presented, or (ii) counsel, public accountants or other persons as to matters that the director, officer or incorporator reasonably believes to be within such a person’s professional expert competence, or (iii) in the case of a director, a duly constituted committee of the board of directors upon which he does not serve, as to matters within its delegated authority, which committee the director reasonably believes to merit confidence. If a director, officer or incorporator performs his duties in the manner that is set forth above, that fact shall be an absolute defense to any claim asserted against him except as expressly provided by statute.

      Section 13 of Chapter 156B of the Massachusetts Business Corporation Law provides that the articles of organization of a corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of a fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Sections 61 or 62 of Chapter 156B of the Massachusetts Business Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Article Six of the Restated Articles of Organization of the Registrant, as amended, contains a provision consistent with Section 13 of Chapter 156B of the Massachusetts Business

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Corporation Law and provides that to the fullest extent permitted by the Massachusetts Business Corporation Law, a director of the Registrant shall not be personally liable to the Registrant or its stockholder for monetary damages for breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability.

      Section 9 of Article V of the By-Laws of the Registrant contains provisions relating to the indemnification of directors and officers of the Registrant, which are consistent with Section 67 of Chapter 156B of the Massachusetts Business Corporation Law. This section provides that no indemnification will be provided to any person who was or is a director or officer with respect to any matter as to which such person shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation; nor shall indemnification be provided where the corporation is required or has undertaken to submit to a court the question of whether or not indemnification by it is against public policy and it has been finally determined that such indemnification is against public policy; provided, however, that, prior to such final adjudication, the corporation may compromise and settle any such claims and liabilities and pay such expenses, if such settlement or payment, or both, appears, in the judgment of a majority of those members of the board of directors who are not directly involved in such matters, to be in the best interest of the corporation as evidenced by a resolution to that effect adopted after receipt by the corporation of a written opinion of counsel for the corporation that, based upon the facts available to such counsel such person has not acted in a manner that would prohibit indemnification.

      Section 67 of Chapter 156B of the Massachusetts Business Corporation Law also contains provisions authorizing a corporation to obtain insurance on behalf of any director, officer, employee or agent of the corporation against liabilities, whether or not the corporation would have the power to indemnify against such liabilities. The Registrant maintains director and officer liability and company reimbursement liability insurance. Subject to certain deductibles, such insurance will pay up to $100,000,000 per year on claims or errors and omissions against the Registrant’s directors and officers and will reimburse the Registrant for amounts paid to indemnify directors and officers against the costs of such claims pursuant to the Registrant’s by-laws.

Item 21.      Exhibits and Financial Statement Schedules

      (a) Exhibits

      Below are the exhibits which are included, either by being filed herewith or by incorporation by reference, in this registration statement.

Exhibit
Number			Description of Exhibit
	3	.1	PerkinElmer, Inc.’s Restated Articles of Organization were filed with the Commission on August 15, 2001 as Exhibit 3.1 to our quarterly report on Form 10-Q and are herein incorporated by reference.
	3	.2	PerkinElmer, Inc.’s By-Laws as amended and restated by the Board of Directors on April 27, 1999 were filed with the Commission on March 28, 2000 as Exhibit 3.3 to our annual report on Form 10-K for the fiscal year ended January 2, 2000 and are herein incorporated by reference.
	3	.3	Applied Surface Technology, Inc.’s Articles of Incorporation
	3	.4	Applied Surface Technology, Inc.’s Corporate By-Laws
	3	.5	Carl Consumable Products, LLC’s Certificate of Formation
	3	.6	Carl Consumable Products, LLC’s Amended and Restated Limited Liability Company Agreement, as amended
	3	.7	Lumen Technologies, Inc.’s Amended and Restated Certificate of Incorporation
	3	.8	Lumen Technologies, Inc.’s By-Laws
	3	.9	NEN Life Sciences, Inc.’s Certificate of Incorporation
	3	.10	NEN Life Sciences, Inc.’s By-Laws

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Exhibit
Number			Description of Exhibit
	3	.11	Packard Bioscience Company’s Amended and Restated Certificate of Incorporation, as amended
	3	.12	Packard Bioscience Company’s Amended and Restated By-Laws
	3	.13	PerkinElmer Labworks, Inc.’s Amended and Restated Certificate of Incorporation, as amended
	3	.14	PerkinElmer Labworks, Inc.’s By-Laws
	3	.15	PerkinElmer LAS, Inc.’s Certificate of Incorporation, as amended
	3	.16	PerkinElmer LAS, Inc.’s By-Laws
	3	.17	PerkinElmer Optoelectronics NC, Inc.’s Certificate of Incorporation, as amended
	3	.18	PerkinElmer Optoelectronics NC, Inc.’s By-Laws
	3	.19	PerkinElmer Optoelectronics SC, Inc.’s Amended and Restated Certificate of Incorporation, as amended
	3	.20	PerkinElmer Optoelectronics SC, Inc.’s By-Laws
	3	.21	PerkinElmer Holdings, Inc.’s Articles of Organization, as amended
	3	.22	PerkinElmer Holdings, Inc.’s By-Laws
	3	.23	PerkinElmer Automotive Research, Inc.’s Articles of Incorporation, as amended
	3	.24	PerkinElmer Automotive Research, Inc.’s By-Laws
	4	.1	Form of Indenture, dated June 28,1995, between PerkinElmer, Inc. and the First National Bank of Boston, as Trustee, was filed with the Commission as Exhibit 4.1 to our registration statement on Form S 3, File No. 33 59675, and is incorporated herein by reference.
	4	.2	Form of Senior Indenture, dated August 7, 2000, between PerkinElmer, Inc. and Bank One Trust Company, N.A. (successor to the First National Bank of Chicago), as Trustee, was filed with the Commission as Exhibit 4.1 to our registration statement on Form S 3, File No. 333 71069, and is incorporated herein by reference.
	4	.3	Form of Supplemental Indenture, dated August 7, 2000, between PerkinElmer, Inc. and Bank One Trust Company, N.A., as Trustee, was filed with the Commission on August 4, 2000 as Exhibit 4.1 to our current report on Form 8-K, and is incorporated herein by reference.
	4	.4	First Supplemental Indenture dated as of December 13, 2002, between PerkinElmer, Inc. and State Street Bank and Trust Company, was filed with the Commission on December 27, 2002 as Exhibit 4.1 to our current report on Form 8-K, and is incorporated herein by reference.
	4	.5	Indenture, dated as of December 26, 2002, among PerkinElmer, Inc., as Issuer, Applied Surface Technology, Inc., CCS Packard, Inc., Carl Consumable Products, LLC, Lumen Technologies, Inc., NEN Life Sciences, Inc., Packard Bioscience Company, Packard Instrument Company, Inc., PerkinElmer Instruments LLC, PerkinElmer Labworks, Inc., PerkinElmer Life Sciences, Inc., PerkinElmer Optoelectronics NC, Inc., PerkinElmer Optoelectronics SC, Inc., PerkinElmer Holdings, Inc. and PerkinElmer Automotive Research, Inc., as Guarantors, and State Street Bank and Trust Company, as Trustee, was filed with the Commission on March 18, 2003 as Exhibit 4.7 to our annual report on Form 10-K, and is incorporated herein by reference.
	4	.6	Registration Rights Agreement, dated December 26, 2002, among PerkinElmer, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC and SG Cowen Securities Corporation, was filed with the Commission on March 18, 2003 as Exhibit 4.8 to our annual report on Form 10-K, and is incorporated herein by reference.
	5	.1	Opinion of Hale and Dorr LLP
	10	.1	$415,000,000 Credit Agreement, dated as of December 26, 2002, among PerkinElmer, Inc., as Borrower, the Several Lenders from time to time Parties thereto, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Arranger, Merrill Lynch Capital Corporation, as Syndication Agent, Societe Generale, as Documentation Agent, and Bank of America, N.A., as Administrative Agent, was filed with the Commission on March 18, 2003 as Exhibit 10.3 to our annual report on Form 10-K, and is incorporated herein by reference.

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Exhibit
Number			Description of Exhibit
	12	.1	Statement regarding computation of ratio of earnings to fixed charges
	23	.1	Consent of Deloitte & Touche LLP
	23	.2	Consent of Hale and Dorr LLP (included in Exhibit 5.1)
	24	.1	Powers of Attorney (See pages II-6 through II-18 of this Registration Statement)
	25	.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Trustee, on Form T-1, relating to the 8 7/8% Senior Subordinated Notes due 2013
	99	.1	Form of Letter of Transmittal
	99	.2	Form of Notice of Guaranteed Delivery
	99	.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees
	99	.4	Form of Letter to Clients
	99	.5	Form of Tax Guidelines

      (b) Financial Statement Schedules

      Schedules not listed above have been omitted because they are not applicable or because the required information is contained in the financial statements or notes thereto.

Item 22.      Undertakings

      The undersigned Registrant hereby undertakes:

      (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs a(i) and a(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

      (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

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      (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

      The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      The undersigned Registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the undersigned undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

      The undersigned Registrant hereby undertakes that every prospectus: (i) that is filed pursuant to the immediately preceding paragraph or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

      The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wellesley, Commonwealth of Massachusetts, on this 7th day of April, 2003.

PERKINELMER, INC.

By:  /s/ ROBERT F. FRIEL

Robert F. Friel

Senior Vice President and

Chief Financial Officer

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of PerkinElmer, Inc., hereby severally constitute and appoint Gregory L. Summe, Robert L. Friel, Terrance L. Carlson and David E. Redlick and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable PerkinElmer, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ GREGORY L. SUMME Gregory L. Summe	Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)	April 7, 2003
/s/ ROBERT F. FRIEL Robert F. Friel	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	April 7, 2003
/s/ JEFFREY D. CAPELLO Jeffrey D. Capello	Vice President — Finance, Treasurer and Chief Accounting Officer (Principal Accounting Officer)	April 7, 2003
/s/ TAMARA J. ERICKSON Tamara J. Erickson	Director	April 7, 2003
/s/ NICHOLAS A. LOPARDO Nicholas A. Lopardo	Director	April 7, 2003

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Signatures	Title	Date
/s/ ALEXIS P. MICHAS Alexis P. Michas	Director	April 7, 2003
/s/ MICHAEL C. RUETTGERS Michael C. Ruettgers	Director	April 7, 2003
/s/ VICKI L. SATO Vicki L. Sato	Director	April 7, 2003
/s/ GABRIEL SCHMERGEL Gabriel Schmergel	Director	April 7, 2003
/s/ KENTON J. SICCHITANO Kenton J. Sicchitano	Director	April 7, 2003
/s/ G. ROBERT TOD G. Robert Tod	Director	April 7, 2003

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wellesley, Commonwealth of Massachusetts, on this 7th day of April, 2003.

APPLIED SURFACE TECHNOLOGY, INC.

By:  /s/ TERRANCE L. CARLSON

Terrance L. Carlson

Vice President

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of Applied Surface Technology, Inc., hereby severally constitute and appoint Robert L. Friel, Terrance L. Carlson and David E. Redlick and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Applied Surface Technology, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ ROBERT A. BARRETT Robert A. Barrett	President (Principal Executive Officer)	April 7, 2003
/s/ TERRANCE L. CARLSON Terrance L. Carlson	Vice President (Principal Executive Officer) and Director	April 7, 2003
/s/ ROBERT F. FRIEL Robert F. Friel	Treasurer (Principal Financial and Accounting Officer) and Director	April 7, 2003
/s/ JOHN L. HEALY John L. Healy	Secretary and Director	April 7, 2003

II-8

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wellesley, Commonwealth of Massachusetts, on this 7th day of April, 2003.

CARL CONSUMABLE PRODUCTS, LLC

By:  /s/ TERRANCE L. CARLSON

Terrance L. Carlson

Vice President

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and managers of Carl Consumable Products, LLC, hereby severally constitute and appoint Robert L. Friel, Terrance L. Carlson and David E. Redlick and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and managers to enable Carl Consumable Products, LLC to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ PETER B. COGGINS Peter B. Coggins	President (Principal Executive Officer)	April 7, 2003
/s/ TERRANCE L. CARLSON Terrance L. Carlson	Vice President and Manager	April 7, 2003
/s/ ROBERT F. FRIEL Robert F. Friel	Treasurer (Principal Financial and Accounting Officer) and Manager	April 7, 2003
/s/ JOHN L. HEALY John L. Healy	Assistant Secretary and Manager	April 7, 2003
/s/ RICHARD A. CARL Richard A. Carl	Manager	April 7, 2003

II-9

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wellesley, Commonwealth of Massachusetts, on this 7th day of April, 2003.

LUMEN TECHNOLOGIES, INC.

By:  /s/ TERRANCE L. CARLSON

Terrance L. Carlson

President

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of Lumen Technologies, Inc., hereby severally constitute and appoint Robert L. Friel, Terrance L. Carlson and David E. Redlick and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Lumen Technologies, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ TERRANCE L. CARLSON Terrance L. Carlson	President (Principal Executive Officer) and Director	April 7, 2003
/s/ ROBERT F. FRIEL Robert F. Friel	Treasurer (Principal Financial and Accounting Officer) and Director	April 7, 2003
/s/ JOHN L. HEALY John L. Healy	Vice President, Secretary and Director	April 7, 2003

II-10

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wellesley, Commonwealth of Massachusetts, on this 7th day of April, 2003.

NEN LIFE SCIENCES, INC.

By:  /s/ TERRANCE L. CARLSON

Terrance L. Carlson

President

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of NEN Life Sciences, Inc., hereby severally constitute and appoint Robert L. Friel, Terrance L. Carlson and David E. Redlick and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable NEN Life Sciences, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ TERRANCE L. CARLSON Terrance L. Carlson	President (Principal Executive Officer) and Director	April 7, 2003
/s/ ROBERT F. FRIEL Robert F. Friel	Treasurer (Principal Financial and Accounting Officer) and Director	April 7, 2003
/s/ JOHN L. HEALY John L. Healy	Assistant Secretary and Director	April 7, 2003

II-11

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wellesley, Commonwealth of Massachusetts, on this 7th day of April, 2003.

PACKARD BIOSCIENCE COMPANY

By:  /s/ TERRANCE L. CARLSON

Terrance L. Carlson

Vice President

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of Packard Bioscience Company, hereby severally constitute and appoint Robert L. Friel, Terrance L. Carlson and David E. Redlick and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Packard Bioscience Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ PETER B. COGGINS Peter B. Coggins	President (Principal Executive Officer)	April 7, 2003
/s/ DOUGLAS S. PRINCE Douglas S. Prince	Vice President and Treasurer (Principal Financial and Accounting Officer)	April 7, 2003
/s/ TERRANCE L. CARLSON Terrance L. Carlson	Vice President and Director	April 7, 2003
/s/ ROBERT F. FRIEL Robert F. Friel	Vice President and Director	April 7, 2003
/s/ JOHN L. HEALY John L. Healy	Assistant Secretary and Director	April 7, 2003

II-12

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wellesley, Commonwealth of Massachusetts, on this 7th day of April, 2003.

PERKINELMER LABWORKS, INC.

By:  /s/ TERRANCE L. CARLSON

Terrance L. Carlson

Vice President

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of PerkinElmer Labworks, Inc., hereby severally constitute and appoint Robert L. Friel, Terrance L. Carlson and David E. Redlick and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable PerkinElmer Labworks, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ PETER B. COGGINS Peter B. Coggins	President (Principal Executive Officer)	April 7, 2003
/s/ TERRANCE L. CARLSON Terrance L. Carlson	Vice President and Director	April 7, 2003
/s/ DOUGLAS S. PRINCE Douglas S. Prince	Vice President and Treasurer (Principal Financial and Accounting Officer)	April 7, 2003
/s/ ROBERT F. FRIEL Robert F. Friel	Vice President and Director	April 7, 2003
/s/ JOHN L. HEALY John L. Healy	Assistant Secretary and Director	April 7, 2003

II-13

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wellesley, Commonwealth of Massachusetts, on this 7th day of April, 2003.

PERKINELMER LAS, INC.

By:  /s/ TERRANCE L. CARLSON

Terrance L. Carlson

Vice President

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of PerkinElmer LAS, Inc., hereby severally constitute and appoint Robert L. Friel, Terrance L. Carlson and David E. Redlick and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable PerkinElmer LAS, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ PETER B. COGGINS Peter B. Coggins	President (Principal Executive Officer)	April 7, 2003
/s/ TERRANCE L. CARLSON Terrance L. Carlson	Vice President and Director	April 7, 2003
/s/ DOUGLAS S. PRINCE Douglas S. Prince	Vice President and Treasurer (Principal Financial and Accounting Officer)	April 7, 2003
/s/ ROBERT F. FRIEL Robert F. Friel	Vice President and Director	April 7, 2003
/s/ JOHN L. HEALY John L. Healy	Assistant Secretary and Director	April 7, 2003

II-14

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wellesley, Commonwealth of Massachusetts, on this 7th day of April, 2003.

PERKINELMER OPTOELECTRONICS NC, INC.

By:  /s/ TERRANCE L. CARLSON

Terrance L. Carlson

Vice President

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of PerkinElmer Optoelectronics NC, Inc., hereby severally constitute and appoint Robert L. Friel, Terrance L. Carlson and David E. Redlick and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable PerkinElmer Optoelectronic NC, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ JOHN P. MURPHY John P. Murphy	President (Principal Executive Officer)	April 7, 2003
/s/ TERRANCE L. CARLSON Terrance L. Carlson	Vice President and Director	April 7, 2003
/s/ ROBERT F. FRIEL Robert F. Friel	Treasurer (Principal Financial and Accounting Officer) and Director	April 7, 2003
/s/ JOHN L. HEALY John L. Healy	Secretary and Director	April 7, 2003

II-15

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wellesley, Commonwealth of Massachusetts, on this 7th day of April, 2003.

PERKINELMER OPTOELECTRONICS SC, INC.

By:  /s/ TERRANCE L. CARLSON

Terrance L. Carlson

Vice President

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of PerkinElmer Optoelectronic SC, Inc., hereby severally constitute and appoint Robert L. Friel, Terrance L. Carlson and David E. Redlick and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable PerkinElmer Optoelectronic SC, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ JOHN P. MURPHY John P. Murphy	President (Principal Executive Officer)	April 7, 2003
/s/ TERRANCE L. CARLSON Terrance L. Carlson	Vice President and Director	April 7, 2003
/s/ ROBERT F. FRIEL Robert F. Friel	Treasurer (Principal Financial and Accounting Officer) and Director	April 7, 2003
/s/ JOHN L. HEALY John L. Healy	Secretary and Director	April 7, 2003

II-16

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wellesley, Commonwealth of Massachusetts, on this 7th day of April, 2003.

PERKINELMER HOLDINGS, INC.

By:  /s/ ROBERT F. FRIEL

Robert F. Friel

President and Treasurer

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of PerkinElmer Holdings, Inc., hereby severally constitute and appoint Robert L. Friel, Terrance L. Carlson and David E. Redlick and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable PerkinElmer Holdings, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ ROBERT F. FRIEL Robert F. Friel	President, Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer) and Director	April 7, 2003
/s/ TERRANCE L. CARLSON Terrance L. Carlson	Vice President and Director	April 7, 2003
/s/ JOHN L. HEALY John L. Healy	Vice President, Clerk and Director	April 7, 2003

II-17

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wellesley, Commonwealth of Massachusetts, on this 7th day of April, 2003.

PERKINELMER AUTOMOTIVE RESEARCH, INC.

By:  /s/ TERRANCE L. CARLSON

Terrance L. Carlson

Vice President

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of PerkinElmer Automotive Research, Inc., hereby severally constitute and appoint Robert L. Friel, Terrance L. Carlson and David E. Redlick and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable PerkinElmer Automotive Research, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ ROBERT A. BARRETT Robert A. Barrett	President (Principal Executive Officer)	April 7, 2003
/s/ TERRANCE L. CARLSON Terrance L. Carlson	Vice President and Director	April 7, 2003
/s/ ROBERT F. FRIEL Robert F. Friel	Treasurer (Principal Financial and Accounting Officer) and Director	April 7, 2003
/s/ JOHN L. HEALY John L. Healy	Secretary and Director	April 7, 2003

II-18

EXHIBIT INDEX

      Below are the exhibits which are included, either by being filed herewith or by incorporation by reference, in this registration statement.

Exhibit
Number			Description
	3	.1	PerkinElmer, Inc.’s Restated Articles of Organization were filed with the Commission on August 15, 2001 as Exhibit 3.1 to our quarterly report on Form 10-Q and are herein incorporated by reference.
	3	.2	PerkinElmer, Inc.’s By-Laws as amended and restated by the Board of Directors on April 27, 1999 were filed with the Commission on March 28, 2000 as Exhibit 3.3 to our annual report on Form 10-K for the fiscal year ended January 2, 2000 and are herein incorporated by reference.
	3	.3	Applied Surface Technology, Inc.’s Articles of Incorporation
	3	.4	Applied Surface Technology, Inc.’s Corporate By-Laws
	3	.5	Carl Consumable Products, LLC’s Certificate of Formation
	3	.6	Carl Consumable Products, LLC’s Amended and Restated Limited Liability Company Agreement, as amended
	3	.7	Lumen Technologies, Inc.’s Amended and Restated Certificate of Incorporation
	3	.8	Lumen Technologies, Inc.’s By-Laws
	3	.9	NEN Life Sciences, Inc.’s Certificate of Incorporation
	3	.10	NEN Life Sciences, Inc.’s By-Laws
	3	.11	Packard Bioscience Company’s Amended and Restated Certificate of Incorporation, as amended
	3	.12	Packard Bioscience Company’s Amended and Restated By-Laws
	3	.13	PerkinElmer Labworks, Inc.’s Amended and Restated Certificate of Incorporation, as amended
	3	.14	PerkinElmer Labworks, Inc.’s By-Laws
	3	.15	PerkinElmer LAS, Inc.’s Certificate of Incorporation, as amended
	3	.16	PerkinElmer LAS, Inc.’s By-Laws
	3	.17	PerkinElmer Optoelectronics NC, Inc.’s Certificate of Incorporation, as amended
	3	.18	PerkinElmer Optoelectronics NC, Inc.’s By-Laws
	3	.19	PerkinElmer Optoelectronics SC, Inc.’s Amended and Restated Certificate of Incorporation, as amended
	3	.20	PerkinElmer Optoelectronics SC, Inc.’s By-Laws
	3	.21	PerkinElmer Holdings, Inc.’s Articles of Organization, as amended
	3	.22	PerkinElmer Holdings, Inc.’s By-Laws
	3	.23	PerkinElmer Automotive Research, Inc.’s Articles of Incorporation, as amended
	3	.24	PerkinElmer Automotive Research, Inc.’s By-Laws
	4	.1	Form of Indenture, dated June 28,1995, between PerkinElmer, Inc. and the First National Bank of Boston, as Trustee, was filed with the Commission as Exhibit 4.1 to our registration statement on Form S 3, File No. 33 59675, and is incorporated herein by reference.
	4	.2	Form of Senior Indenture, dated August 7, 2000, between PerkinElmer, Inc. and Bank One Trust Company, N.A. (successor to the First National Bank of Chicago), as Trustee, was filed with the Commission as Exhibit 4.1 to our registration statement on Form S 3, File No. 333 71069, and is incorporated herein by reference.
	4	.3	Form of Supplemental Indenture, dated August 7, 2000, between PerkinElmer, Inc. and Bank One Trust Company, N.A., as Trustee, was filed with the Commission on August 4, 2000 as Exhibit 4.1 to our current report on Form 8-K, and is incorporated herein by reference.

Exhibit
Number			Description
	4	.4	First Supplemental Indenture dated as of December 13, 2002, between PerkinElmer, Inc. and State Street Bank and Trust Company, was filed with the Commission on December 27, 2002 as Exhibit 4.1 to our current report on Form 8-K, and is incorporated herein by reference.
	4	.5	Indenture, dated as of December 26, 2002, among PerkinElmer, Inc., as Issuer, Applied Surface Technology, Inc., CCS Packard, Inc., Carl Consumable Products, LLC, Lumen Technologies, Inc., NEN Life Sciences, Inc., Packard Bioscience Company, Packard Instrument Company, Inc., PerkinElmer Instruments LLC, PerkinElmer Labworks, Inc., PerkinElmer Life Sciences, Inc., PerkinElmer Optoelectronics NC, Inc., PerkinElmer Optoelectronics SC, Inc., PerkinElmer Holdings, Inc. and PerkinElmer Automotive Research, Inc., as Guarantors, and State Street Bank and Trust Company, as Trustee, was filed with the Commission on March 18, 2003 as Exhibit 4.7 to our annual report on Form 10-K, and is incorporated herein by reference.
	4	.6	Registration Rights Agreement, dated December 26, 2002, among PerkinElmer, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC and SG Cowen Securities Corporation, was filed with the Commission on March 18, 2003 as Exhibit 4.8 to our annual report on Form 10-K, and is incorporated herein by reference.
	5	.1	Opinion of Hale and Dorr LLP
	10	.1	$415,000,000 Credit Agreement, dated as of December 26, 2002, among PerkinElmer, Inc., as Borrower, the Several Lenders from time to time Parties thereto, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Arranger, Merrill Lynch Capital Corporation, as Syndication Agent, Societe Generale, as Documentation Agent, and Bank of America, N.A., as Administrative Agent, was filed with the Commission on March 18, 2003 as Exhibit 10.3 to our annual report on Form 10-K, and is incorporated herein by reference.
	12	.1	Statement regarding computation of ratio of earnings to fixed charges
	23	.1	Consent of Deloitte & Touche LLP
	23	.2	Consent of Hale and Dorr LLP (included in Exhibit 5.1)
	24	.1	Powers of Attorney (See pages II-6 through II-18 of this Registration Statement)
	25	.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Trustee, on Form T-1, relating to the 8 7/8% Senior Subordinated Notes due 2013
	99	.1	Form of Letter of Transmittal
	99	.2	Form of Notice of Guaranteed Delivery
	99	.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees
	99	.4	Form of Letter to Clients
	99	.5	Form of Tax Guidelines

EX-3.3

                                                                     EXHIBIT 3.3

                                    1834919
                                     FILED
                       In the office of the Secretary of
                        State of the State of California

                                  JUL 29 1994

                                  TONY MILLER
                           Acting Secretary of State

                            Articles of Incorporation

                                       of

                        Applied Surface Technology, Inc.

         1.       Name

                  The name of this corporation is Applied Surface Technology,
Inc.

         2.       Purpose

                  The purpose of this corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust company
business or the practice of a profession permitted to be incorporated by the
California Corporations Code.

         3.       Agent for Service of Process

                  The name and address in the State of California of this
corporation's initial agent for service of process is:

                  Shariar Moghaddam
                  1401 Floribunda Avenue, #308
                  Burlingame, CA 94010

         4.       Stock

                  This corporation is authorized to issue only one class of
shares of stock, and the total number of shares which the corporation is
authorized to issue is one million (1,000,000).

Dated: July 28, 1994                               /s/ Shariar Moghaddam
                                                   ---------------------
                                                   Shariar Moghaddam

         I hereby declare that I am the person who executed the foregoing
articles of incorporation, which execution is my act and deed.

                                                   /s/ Shariar Moghaddam
                                                   ---------------------
                                                   Shariar Moghaddam

                                                                          [SEAL]

EX-3.4

                                                                     EXHIBIT 3.4

                                Corporate Bylaws

                                       of

                        Applied Surface Technology, Inc.

                          Incorporated Pursuant to the
                         Laws of the State of California

                                on July 29, 1994



                                    Article I

                                     Offices

         1.1      Principal         Executive or Business Offices

                  The board of directors shall fix the location of the principal
executive office of the corporation at any place within or outside the State of
California. If the principal executive office is located outside California and
the corporation has one or more business offices in California, the board shall
fix and designate a principal business office in California.

         1.2      Other Offices

                  Branch or subordinate offices may be established at any time
and at any place by the board of directors.

                                   Article II

                            Meetings of Shareholders

         2.1      Place of Meetings

                  Meetings of shareholders shall be held at any place within or
outside the State of California designated by the board of directors. In the
absence of any such designation by the board, shareholders' meetings shall be
held at the corporation's principal executive office.

         2.2      Annual Meeting

                  The annual meeting of the shareholders shall be held on the
first Tuesday of the month of August in each year at 10:00 o'clock a.m. If,
however, this day falls on a legal holiday, then the meeting shall be held at
the same time and place on the next succeeding full business day. At this
meeting, directors shall be elected and any other proper business within the
power of the shareholders may be transacted.

         2.3      Special Meeting

                  A special meeting of the shareholders may be called at any
time by the board of directors, by the chairman of the board, by the president
or vice president, or by one or more shareholders holding shares that in the
aggregate are entitled to cast not less than ten percent (10%) or more of the
votes at that meeting. If a special meeting is called by anyone other than the
board of directors, the person or persons calling the meeting shall make a
request in writing, delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission, to the chairman of the board, the
president, vice president, or secretary, specifying the time and date of the
meeting (which is not less than thirty-five (35) nor more than sixty (60) days
after receipt of the request) and the general nature of the business proposed to
be transacted. Within twenty (20) days after receipt, the officer receiving the
request shall cause notice to be given to the shareholders entitled to vote, in
accordance with paragraphs 2.4 and 2.5 of these bylaws stating that a meeting
will be held at the time requested by the person(s) calling the meeting, and

                                       1



stating the general nature of the business proposed to be transacted. If notice
is not given within twenty (20) days after receipt of the request, the person or
persons requesting the meeting may give the notice. Nothing contained in this
paragraph shall be construed as limiting, fixing, or affecting the time when a
meeting of shareholders called by action of the board may be held.

         2.4      Notice of Shareholders' Meetings

                  (1)      All notices of meetings of shareholders shall be sent
or otherwise given in accordance with paragraph 2.5 of these bylaws not fewer
than ten (10) nor more than sixty (60) days before the date of the meeting.
Shareholders entitled to notice shall be determined in accordance with paragraph
2.11 of these bylaws. The notice shall specify the place, date and hour of the
meeting and (a) in the case of a special meeting, the general nature of the
business to be transacted, or (b) in the case of the annual meeting, those
matters which the board of directors, at the time of giving notice, intends to
present for action by the shareholders. If directors are to be elected the
notice shall include the name of all nominees whom the board intends, at the
time of the notice, to present for election.

                  (2)      The notice shall also state the general nature of any
proposed action to be taken at the meeting to approve any of the following
matters: (a) A transaction in which a director has a financial interest, within
the meaning of section 310 of the California Corporations Code; (b) An amendment
of the articles of incorporation under section 902 of that code; (c) A
reorganization under section 1201 of that code; (d) A voluntary dissolution
under section 1900 of that code; or (e) A distribution in dissolution that
requires approval of the outstanding shares, under section 2007 of that code.

         2.5      Manner of Giving Notice: Affidavit of Notice

                  (1)      Notice of any shareholder's meeting shall be given
either personally or by first-class mail or telegraphic or other written
communication, charges prepaid, addressed to the shareholder at the address of
that shareholder appearing on the corporation's books or given by the
shareholder to the corporation for the purposes of notice. If no address appears
on the corporation's books or has been given as specified above, notice shall
(a) sent by first-class mail addressed to the shareholder at the corporation's
principal executive office, or (b) published at least once in a newspaper of
general circulation in the county where the corporation's principal executive
office is located. Notice is deemed to have been given at the time when
delivered personally or deposited in the mail or sent by other means of written
communication.

                  (2)      If any notice or report mailed to a shareholder at
the address appearing on the corporation's books is returned marked to indicate
that the United States Postal Service is unable to deliver the document to the
shareholder at that address, all future notices or reports shall be deemed to
have been duly given without further mailing if the corporation holds the
document available for the shareholder on written demand at the corporation's
principal executive office for a period of one year from the date the notice or
report was given to all other shareholders.

                  (3)      An affidavit of the mailing, or other means of giving
notice or delivering a document, of any notice of shareholders' meeting, report,
or other document sent to shareholders,

                                       2



may be executed by the corporation's secretary, assistant secretary, or transfer
agent, and shall be filed and maintained in the minute book of the corporation.

         2.6      Quorum

                  The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting of shareholders shall
constitute a quorum for the transaction of business. The shareholders present at
a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

         2.7      Adjourned Meeting: Notice

                  (1)      Any shareholders' meeting, annual or special, whether
or not a quorum is present, may be adjourned from time to time by the vote of
the majority of the shares represented at that meeting, either in person or by
proxy, but in the absence of a quorum, no other business may be transacted at
that meeting, except as provided in paragraph 2.6 of these bylaws.

                  (2)      When any meeting of shareholders, either annual or
special, is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place are announced at a meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than forty-five (45) days from the
date set for the original meeting, in which case the board of directors shall
set a new record date. Notice of any such adjourned meeting, if required, shall
be given to each shareholder of record entitled to vote at the adjourned meeting
in accordance with the provisions of paragraphs 2.4 and 2.5 of these bylaws. At
any adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.

         2.8      Voting

                  (1)      The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of paragraph
2.11 of these bylaws, subject to the provisions of sections 702 to 704,
inclusive, of the Corporations Code of California (relating to voting shares
held by fiduciary, in the name of a corporation, or in joint ownership). The
shareholders' vote may be by voice vote or by ballot, provided, however, that
any election for directors must be by ballot if demanded by any shareholder
before the voting has begun. On any matter other than election of directors, any
shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal but, if the
shareholder fails to specify the number of shares that the shareholder is voting
affirmatively, it will be conclusively presumed that the shareholder's approving
vote is with respect to all shares that the shareholder is entitled to vote. If
a quorum is present (or if a quorum has been present earlier at the meeting but
some shareholders have withdrawn), the affirmative vote of a majority of the
shares represented and voting, provided such shares voting affirmatively also
constitute a majority of the number of shares required for a quorum, shall be
the act of the shareholders unless the vote of a greater number or voting by
classes is required by law or by the articles of incorporation.

                                       3



         (2)      At a shareholders' meeting at which directors are to be
elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any
candidate a number of votes greater than the number of votes which such
shareholder normally is entitled to cast), unless the candidates' names have
been placed in nomination before commencement of the voting and a shareholder
has given notice at the meeting, before the voting has begun, of the
shareholder's intention to cumulate votes. If any shareholder has given such a
notice, then all shareholders entitled to vote may cumulate votes for candidates
in nomination and give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of votes to which that
shareholder's shares are normally entitled, or distribute the shareholder's
votes on the same principle among any or all of the candidates, as the
shareholder thinks fit. The candidates receiving the highest number of votes, up
to the number of directors to be elected, shall be elected.

         2.9      Waiver of Notice or Consent by Absent Shareholders

                  (1)      The transactions of any meeting of shareholders,
either annual or special, however called and noticed and wherever held, shall be
as valid as though they were had at a meeting duly held after regular call and
notice, if a quorum be present either in person or by proxy, and if each person
entitled to vote, who was not present in person or by proxy, either before or
after the meeting, signs a written waiver of notice or a consent to a holding of
the meeting or an approval of the minutes. The waiver of notice or consent need
not specify either the business to be transacted or the purpose of any annual or
special meeting of shareholders, except that if action is taken or proposed to
be taken for approval of any of those matters specified in section 601(f) of the
California Corporations Code, the waiver of notice or consent is required to
state the general nature of the action or proposed action. All waivers, consents
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

                  (2)      A shareholder's attendance at a meeting also
constitutes a waiver of notice of that meeting, unless the shareholder at the
beginning of the meeting objects to the transaction of any business on the
ground that the meeting was not lawfully called or convened. In addition,
attendance at a meeting does not constitute a waiver of any right to object to
consideration of matters required by law to be included in the notice of the
meeting which were not so included, if that objection is expressly made at the
meeting.

         2.10     Shareholder Action by Written Consent Without A Meeting

                  (1)      Any action that could be taken at an annual or
special meeting of shareholders may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the action so taken, is signed by
the holders of outstanding shares having not less that the minimum number of
votes that would be necessary to authorize or take that action at a meeting at
which all shares entitled to vote on that action were present and voted.

                  (2)      Directors may be elected by written consent of the
shareholders without a meeting only if the written consents of all outstanding
shares entitled to vote are obtained, except that vacancies on the board (other
than vacancies created by removal) not filled by the board may be filled by the
written consent of the holders of a majority of the outstanding shares entitled
to vote.

                                       4



                  (3)      All consents shall be filed with the secretary of the
corporation and shall be maintained in the corporate records. Any shareholder or
other authorized person who has given a written consent may revoke it by a
writing received by the secretary of the corporation before written consents of
the number of shares required to authorize the proposed action have been filed
with the secretary.

                  (4)      Unless the consents of all shareholders entitled to
vote have been solicited in writing, prompt notice shall be given of any
corporate action approved by the shareholders without a meeting less than
unanimous consent, to those shareholders entitled to vote who have not consented
in writing. As to approvals required by California Corporations Code section 310
(transactions in which a director has a financial interest), section 317
(indemnification of corporate agents), section 1201 (corporate reorganization),
or section 2007 (certain distributions on dissolution), notice of the approval
shall be given in the at least ten days before the consummation of any action
authorized by the approval. Notice shall be given in the manner specified in
paragraph 2.5.

         2.11     Record Date for Shareholder Notice of Meeting, Voting, and
                  Giving Consent

                  (1)      For purposes of determining the shareholders entitled
to receive notice of and vote at a shareholders' meeting or give written consent
to corporate action without a meeting, the board of directors may fix in advance
a record date that is not be more than sixty (60) days nor less than ten (10)
days before the date of any such meeting nor more than sixty (60) days before
any other action.

                  (2)      If no record date is fixed: (a) The record date for
determining shareholders entitled to notice of or to vote at a shareholders'
meeting shall be the business day next preceding the day on which notice is
given, or if notice is waived as provided in paragraph 2.9 of these bylaws, the
business day next preceding the day on which the meeting is held. (b) The record
date for determining shareholders entitled to give consent to corporate action
in writing without a meeting, if no prior action has been taken by the board,
shall be the day on which the first consent is given. (c) The record date for
determining shareholders for any other purpose shall be as set forth in
paragraph 8.1 of these bylaws.

                  (3)      A determination of shareholders of record entitled to
receive notice of and vote at a shareholders' meeting shall apply to any
adjournment of the meeting unless the board fixes a new record date for the
adjourned meeting. However, the board shall fix a new record date if the
adjournment is to a date more than forty-five (45) days after the date set for
the original meeting.

                  (4)      Only shareholders of record on the corporation's
books at the close of business on the record date shall be entitled to any of
the notice and voting rights listed in paragraph 2.11(1), notwithstanding any
transfer of shares on the corporation's books after the record date, except as
otherwise required by law.

         2.12     Proxies

                  Every person entitled to vote for directors or on any other
matter shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by

                                       5



the person and filed with the secretary of the corporation. A proxy shall be
deemed signed if the shareholder's name is placed on the proxy (whether by
manual signature, typewriting, telegraphic transmission, or otherwise) by the
shareholder or the shareholder's attorney in fact. A validly executed proxy that
does not state that it is irrevocable shall continue in full force and effect
unless (1) revoked by the person executing it, before the vote pursuant to that
proxy, by a writing delivered to the corporation stating that the proxy is
revoked, or by attendance at the meeting and voting in person by the person
executing the proxy or by a subsequent proxy executed by the same person and
presented at the meeting or (2) written notice of the death or incapacity of the
maker of the proxy is received by the corporation before the vote pursuant to
that proxy is counted; provided, however, that no proxy shall be valid after the
expiration of eleven (11) months from the date of the proxy, unless otherwise
provided in the proxy. The revocability of a proxy that states on its face that
it is irrevocable shall be governed by the provisions of the sections 705(e) and
705(f) of the Corporations Code of California.

         2.13     Inspectors of Election

                  (1)      Before any meeting of shareholders, the board of
directors may appoint any person other than nominees for the office to act as
inspectors of election at the meeting or its adjournment. If no inspectors of
election are so appointed, the chairman of the meeting may, and on the request
of any shareholder or a shareholder's proxy shall, appoint inspectors of
election at the meeting. The number of inspectors shall be either one (1) or
three (3). If inspectors are appointed at a meeting on the request of one or
more shareholders or proxies, the holders of a majority of shares or their
proxies present at the meeting shall determine whether one (1) or three (3)
inspectors are to be appointed. If any person appointed as inspector fails to
appear or fails or refuses to act, the chairman of the meeting may, and upon the
request of any shareholder or a shareholder's proxy shall, appoint a person to
fill that vacancy.

                  (2)      These inspectors shall: (a) Determine the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, and the authenticity, validity, and effect
of proxies; (b) Receive votes, ballots, or consents; (c) Hear and determine all
challenges and questions in any way arising in connection with the right to
vote; (d) Count and tabulate all votes of consents; (e) Determine when the polls
shall close; (f) Determine the result; and (g) Do any other acts that may be
proper to conduct the election or vote with fairness to all shareholders.

                                   Article III

                                    Directors

         3.1      Powers

                  Subject to the provisions of the California General
Corporation Law and any limitations in the articles of incorporation and these
bylaws relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
board of directors. Without prejudice to these general powers, and subject to
the same limitations, the directors shall have the power to:

                                       6



                  (1)      Select and remove all officers, agents, and employees
of the corporation; prescribe any powers and duties for them that are consistent
with law, with the articles of incorporation, and with these bylaws; fix their
compensation; and require from them security for faithful service.

                  (2)      Change the principal executive office or the
principal business office in the State of California from one location to
another; cause the corporation to be qualified to do business in any other
state, territory, dependency, or country and conduct business within or outside
the State of California; and designate any place within or outside the State of
California for holding of any shareholders' meeting or meetings, including
annual meetings.

                  (3)      Adopt, make, and use a corporate seal; prescribe the
forms of certificates of stock; and alter the form of the seal and certificates.

                  (4)      Authorize the issuance of shares of stock of the
corporation on any lawful terms, in consideration of money paid, labor done,
services actually rendered, debts or securities canceled, or tangible or
intangible property actually received.

                  (5)      Borrow money and incur indebtedness on behalf of the
corporation, and cause to be executed and delivered for the corporation's
purposes, in the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations and other evidences of debt and
securities.

         3.2      Number of Directors

                  The authorized number of directors shall be one (1), until
changed by a duly adopted amendment to the articles of incorporation or by an
amendment to this bylaw duly adopted by the vote or written consent of a
majority of the outstanding shares entitled to vote. However, an amendment that
would reduce the authorized number of directors to a number less than five (5)
cannot be adopted if the votes cast against its adoption at a shareholders'
meeting or the shares not consenting to an action by written consent, are equal
to more than one sixth (16-2/3) of the outstanding shares entitled to vote.

         3.3      Election and Term of Office of Directors

                  Directors shall be elected at each annual meeting of the
shareholders to hold office until the next annual meeting. Each director,
including a director elected to fill a vacancy, shall hold office until the
expiration of the term for which elected and until a successor has been elected
and qualified. No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.

         3.4      Vacancies

                  (1)      A vacancy in the board of directors shall be deemed
to exist (a) if a director dies, resigns, or is removed by the shareholders or
an appropriate court, as provided in sections 303 and 304 of the California
Corporations Code; (b) if the board of directors declares vacant the office of a
director who has been convicted of a felony or declared of unsound mind by an
order of court; (c) if the authorized number of directors is increased; or (d)
if at any

                                       7



shareholders' meeting at which one or more directors are elected the
shareholders fail to elect the full authorized number of directors to be voted
for at that meeting.

                  (2)      Any director may resign effective on giving written
notice to the chairman of the board, the president, the secretary or the board
of directors, unless the notice specifies a later effective date. If the
resignation is effective at a future time, the board may elect a successor to
take office when the resignation becomes effective.

                  (3)      Except for a vacancy caused by the removal of a
director, vacancies on the board may be filled by a majority of the directors
then in office, whether or not they constitute a quorum, or by a sole remaining
director. A vacancy on the board caused by the removal of a director may be
filled only by the shareholders, except that a vacancy created when the board
declares the office of a director vacant as provided in subparagraph (1) above
may be filled by the board of directors.

                  (4)      The shareholders may elect a director at any time to
fill a vacancy not filled by the board of directors.

                  (5)      The term of office of a director elected to fill a
vacancy shall run until the next annual meeting of the shareholders, and such a
director shall hold office until a successor is elected and qualified.

         3.5      Place of Meetings; Telephone Meetings

                  Regular meetings of the board of directors may be held at any
place within or outside the State of California that has been designated from
time to time by resolution of the Board. In the absence of such a designation,
regular meetings shall be held at the principal executive office of the
corporation. Special meetings of the board shall be held at any place within or
outside the State of California that has been designated in the notice of the
meeting or, if the notice does not state a place, or if there is no notice, at
the principal executive office of the corporation. Any meeting, regular or
special, may be held by conference telephone or similar communication equipment,
provided that all directors participating can hear one another, and all such
directors shall be deemed to be present in person at the meeting.

         3.6      Annual Directors' Meeting

                  Immediately after each annual shareholders' meeting, the board
of directors shall hold a regular meeting at the same place, or at any other
place that has been designated by the board of directors, to consider matters of
organization, election of officers, and other business as desired. Notice of
this meeting shall not be required unless some place other than the place of the
annual shareholders' meeting has been designated.

         3.7      Other Regular Meetings

                  Other regular meetings of the board of directors shall be held
without call at times to be fixed by the board of directors from time to time.
Such regular meetings may be held without notice.

                                       8



         3.8      Special Meetings

                  (1)      Special meetings of the board of directors may be
called for any purpose or purposes at any time by the chairman of the board or
the president, any vice president, the secretary or any two directors.

                  (2)      Special meetings shall be held on four days' notice
by mail or forty-eight hours' notice delivered personally or by telephone or
telegraph. Oral notice given personally or by telephone may be transmitted
either to the director or to a person at the director's office who can
reasonably be expected to communicate it promptly to the director. Written
notice, if used, shall be addressed to each director at the address shown on the
corporation's records. The notice need not specify the purpose of the meeting,
nor need it specify the place if the meeting is to be held at the principal
executive office of the corporation.

         3.9      Quorum

                  (1)      A majority of the authorized number of directors
shall constitute a quorum for the transaction of business, except to adjourn as
provided in paragraph 3.11 of these bylaws. Every act or decision done or made
by a majority of the directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the board of directors, subject to
the provisions of section 310 of the Corporations Code of California (as to
approval of contracts of transactions in which a director has a direct or
indirect material financial interest), section 311 of that code (as to the
appointment of committees), and section 317(e) of that code (as to
indemnification of directors). A meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal of directors,
if any action taken is approved by at least a majority of the required quorum
for that meeting.

                  (2)      Even though a quorum is initially present, if the
number of directors present at a meeting is reduced to less than a quorum by
withdrawal of directors, no further business except adjournment from time to
time may be transacted at the meeting until a quorum is present.

         3.10     Waiver of Notice

                  Notice of a meeting, although otherwise required, need not be
given to any director who (a) either before or after the meeting signs a waiver
of notice or a consent to holding the meeting without being given notice, (b)
signs an approval of the minutes of the meeting, or (c) attends the meeting
without protesting the lack of notice before or at the beginning of the meeting.
Waivers of notice or consents need not specify the purpose of the meeting. All
waivers, consents, and approvals of the minutes shall be filed with the
corporate records or made a part of the minutes of the meeting.

         3.11     Adjournment to Another Time or Place

                  Whether or not a quorum is present, a majority of the
directors present may adjourn any meeting to another time and place.

         3.12     Notice of Adjourned Meeting

                                       9



                  Notice of the time and place of resuming a meeting that has
been adjourned need not be given unless the adjournment is for more than
twenty-four (24) hours, in which case notice shall be given, before the time set
for resuming the adjourned meeting, to the directors who were not present at the
time of the adjournment. Notice need not be given in any case to directors who
were present at the time of adjournment.

         3.13     Action Without a Meeting

                  Any action required or permitted to be taken by the board of
directors may be taken without a meeting, if all members of the board of
directors shall individually or collectively consent in writing to that action.
Any action by written consent shall have the same force and effect as a
unanimous vote of the board of directors. All written consents shall be filed
with the minutes of the proceedings of the board of directors.

         3.14     Fees and Compensations of Directors

                  Directors and members of committees of the board may be
compensated for their services, and shall be reimbursed for expenses, as fixed
or determined by resolution of the board of directors. This paragraph shall not
be construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee, or otherwise, and receiving
compensation for these services.

                                   Article IV

                                   Committees

         4.1      Executive and Other Committees of the Board

                  The board of directors may, by resolution adopted by a
majority of the authorized number of directors, designate an executive committee
or one or more committees, each consisting of two or more directors. The board
may designate one or more directors as alternate members of any committee, to
replace any absent member at a committee meeting. The appointment of committee
members or alternate members requires the vote of a majority of the authorized
number of directors. A committee may be granted any or all of the powers and
authority of the board, to the extent provided in the resolution of the board of
directors establishing the committee, except with respect to: (a) Approving any
action for which the California Corporations Code also requires the approval of
the shareholders or of the outstanding shares; (b) Filling vacancies on the
board of directors or any committee of the board; (c) Fixing directors'
compensation for serving on the board or a committee of the board; (d) Adopting,
amending, or repealing bylaws; (e) Amending or repealing any resolution of the
board of directors which by its express terms is not so amendable or repealable;
(f) Making distributions to shareholders, except at a rate or in a periodic
amount or within a price range determined by the board of directors; or (g)
Appointing other committees of the board or their members.

         4.2      Meetings and Action of Committees

                  Meetings and action of committees shall be governed by, and
held and taken in accordance with, bylaw provisions applicable to meetings and
actions of the board of directors,

                                       10



as provided in paragraphs 3.5 (Place of Meetings; Telephone Meetings), 3.7
(Other Regular Meetings), 3.8 (Special Meetings), 3.9 (Quorum), 3.10 (Waiver of
Notice), 3.11 (Adjournment to Another Time or Place), 3.12 (Notice of Adjourned
Meeting) and 3.13 (Action Without a Meeting) of these bylaws, with such changes
in the context of those paragraphs as are necessary to substitute the committee
and its members for the board of directors and its members, except that, (a) the
time of regular meetings of committees may be determined either by resolution of
the board of directors or by resolution of the committee; (b) special meetings
of committees may also be called by resolution of the board of directors; and
(c) notice of special meetings of committees shall also be given to alternative
members who shall have the right to attend all meetings of the committee. The
board of directors may adopt rules for the governance of any committee not
inconsistent with the provisions of these bylaws.

                                    Article V

                                    Officers

         5.1      Officers

                  The officers of the corporation shall be a president, a
secretary and a chief financial officer. The corporation may also have, at the
discretion of the board of directors, a chairman of the board, one or more vice
presidents, one or more assistant secretaries, one or more assistant treasurers,
and such other officers as may be appointed in accordance with the provisions of
paragraph 5.3 of these bylaws. Any number of offices may be held by the same
person.

         5.2      Election of Officers

                  The officers of the corporation, except for subordinate
officers appointed in accordance with the provisions of paragraph 5.3, shall be
chosen by the board of directors, and shall serve at the pleasure of the board
of directors.

         5.3      Subordinate Officers

                  The board of directors may appoint, and may empower the
president to appoint other officers as required by the business of the
corporation, whose duties shall be as provided in the bylaws, or as determined
from time to time by the board of directors or the president.

         5.4      Removal and Resignation of Officers

                  (1)      Any officer chosen by the board of directors may be
removed at any time, with or without cause or notice, by the board of directors.
Subordinate officers appointed by persons other than the board under paragraph
5.3 may be removed at any time, with or without cause or notice, by the board of
directors or by the officer by whom appointed. Officers may be employed for a
specified term under a contract of employment if authorized by the board of
directors; such officers may be removed from office at any time under this
section, and shall have no claim against the corporation or individual officers
or board members because of the removal except any right to monetary
compensation to which the officer may be entitled under the contract of
employment.

                                       11



                  (2)      Any officer may resign at any time by giving written
notice to the corporation. Resignations shall take effect on the date of receipt
of the notice, unless a later time is specified in the notice. Unless otherwise
specified in the notice, acceptance of the resignation is not necessary to make
it effective. Any resignation is without prejudice to the rights, if any, of the
corporation to monetary damages under any contract to which the officer is a
party.

         5.5      Vacancies in Office

                  A vacancy in any office resulting from an officer's death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these bylaws for regular election or appointment to that
office.

         5.6      Chairman of the Board

                  The board of directors shall elect a chairman who shall
preside, if present, at board meetings and shall exercise and perform such other
powers and duties as may be assigned from time to time by the board of
directors. If there is no president, the chairman of the board shall in addition
be the chief executive officer of the corporation and shall have the powers and
duties as set forth in paragraph 5.7 of these bylaws.

         5.7      President

                  Except to the extent that the bylaws or the board of directors
assign specific powers and duties to the chairman of the board (if any), the
president shall be the corporation's general manager and chief executive officer
and, subject to the control of the board of directors, shall have general
supervision, direction, and control over the corporation's business and its
officers. The managerial powers and duties of the president shall include, but
are not limited to, all the general powers and duties of management usually
vested in the office of president of a corporation, and the president shall have
other powers and duties as prescribed by the board of directors or the bylaws.
The president shall preside at all meetings of the shareholders and, in the
absence of the chairman of the board or if there is no chairman of the board,
shall also preside at meetings of the board of directors.

         5.8      Vice Presidents

                  If desired, one or more vice presidents may be chosen by the
board of directors in accordance with the provisions for electing officers set
forth in paragraph 5.2. In the absence or disability of the president, the
president's duties and responsibilities shall be carried out by the highest
ranking available vice president if vice presidents are ranked, or if not by a
vice president designated by the board of directors. When so acting, a vice
president shall have all the powers of and be subject to all the restrictions on
the president. Vice presidents of the corporation shall have such other powers
and perform such other duties as prescribed from time to time by the board of
directors, the bylaws, or the president (or chairman of the board if there is no
president).

         5.9      Secretary

                  (1)      The secretary shall be present at all shareholders'
meetings and all board meetings and shall take the minutes of the meeting. If
the secretary is unable to be present, the

                                       12



secretary or the presiding officer of the meeting shall designate another person
to take the minutes of the meeting.

                  (2)      The secretary shall keep, or cause to be kept, at the
principal executive office or such other place as designated by the board of
directors, a book of minutes of all meetings and actions of shareholders, of the
board of directors and committees of the board. The minutes of each meeting
shall state the time and place the meeting was held; whether it was regular or
special; if special how it was called or authorized; the names of directors
present at board or committee meetings; the number of shares present or
represented at shareholders' meetings; and an accurate account of the
proceedings.

                  (3)      The secretary shall keep, or cause to be kept, at the
principal executive office or at the office of the corporation's transfer agent
or registrar, a record or duplicate record of shareholders. This record shall
show the names of all shareholders and their addresses, the number and classes
of shares held by each, the number and date of share certificates issued to each
shareholder, and the number and date of cancellation of any certificates
surrendered for cancellation.

                  (4)      The secretary shall give notice, or cause notice to
be given, of all shareholders' meetings, board meetings, and meetings of
committees of the board for which notice is required by statute or by the
bylaws. If the secretary or other person authorized by the secretary to give
notice fails to act, notice of any meeting may be given by any other officer of
the corporation.

                  (5)      The secretary shall keep the seal of the corporation,
if any, in safe custody. The secretary shall have such other powers and perform
other duties as prescribed by the board of directors or by the bylaws.

         5.10     Chief Financial Officer

                  (1)      The chief financial officer shall keep or cause to be
kept adequate and correct books and records of accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings,
and shares. The books of account shall at all reasonable times be open to
inspection by any director.

                  (2)      The chief financial officer shall (a) deposit
corporate funds and other valuables in the corporation's name and to its credit
with depositories designated by the board of directors; (b) make disbursements
of corporate funds as authorized by the board; (c) render a statement of the
corporation's financial condition and an account of all transactions conducted
as chief financial condition and an account of all transactions conducted as
chief financial officer whenever requested by the president or the board of
directors; (d) have other powers and perform other duties as prescribed by the
board of directors or the bylaws.

                  (3)      Unless the board of directors has elected a separate
treasurer, the chief financial officer shall be deemed to be the treasurer for
the purposes of giving any reports or executing any certificates or other
documents.

                                       13



                                   Article VI

       Indemnification of Directors, Officers, Employees and Other Agents

         6.1      Agents, Proceedings, and Expenses

                  For the purposes of this Article, "agent" means any person who
is or was a director, officer, employee, or other agent of this corporation, or
is or was serving at the request of this corporation as a director, officer,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise, or was a director, officer, employee,
or agent of a foreign or domestic corporation which was a predecessor
corporation of this corporation or of another enterprise at the request of such
predecessor corporation; "proceeding" means any threatened, pending, or
completed action or proceeding, whether civil, criminal, administrative, or
investigative; and "expenses" includes, without limitation, attorneys' fees and
any expenses of establishing a right to indemnification under paragraphs 6.4 or
6.5(c).

         6.2      Actions Other Than by the Corporation

                  This corporation shall have the power to indemnify any person
who was or is a party, or is threatened to be made a party, to any proceeding
(other than an action by or in the right of this corporation to procure a
judgment in its favor) by reason of the fact that such person is or was an agent
of this corporation, against expenses, judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with such proceeding if
that person acted in good faith and in a manner that the person reasonably
believed to be in the best interests of this corporation and, in the case of a
criminal proceeding, had no reasonable cause to believe the conduct of that
person was unlawful. The termination of any proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner that the person reasonably believed to be in the best
interests of this corporation or that the person had reasonable cause to believe
that the person's conduct was not unlawful.

         6.3      Actions by the Corporation

                  This corporation shall have the power to indemnify any person
who was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action by or in the right of this corporation to procure a
judgment in its favor by reason of the fact that such person is or was an agent
of this corporation, against expenses actually and reasonably incurred by such
person in connection with the defense or settlement of that action, if such
person acted in good faith, in a manner such person believed to be in the best
interests of this corporation and its shareholders. No indemnification shall be
made under this paragraph 6.3 for the following: (a) With respect to any claim,
issue or matter as to which such person has been adjudged to be liable to this
corporation in the performance of such person's duty to the corporation and its
shareholders, unless and only to the extent that the court in which such
proceeding is or was pending shall determine upon application that in view of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for expenses and then only to the extent that the court shall
determine; (b) Of amounts paid in settling or otherwise disposing of a pending

                                       14



action without court approval; (c) Of expenses incurred in defending a pending
action that is settled or otherwise disposed of without court approval.

         6.4      Successful Defense by Agent

                  To the extent that an agent of this corporation has been
successful on the merits in defense of any proceeding referred to in paragraph
6.2 or 6.3, or in defense of any claim, issue, or matter therein, the agent
shall be indemnified against expenses actually and reasonably incurred by the
agent in connection therewith.

         6.5      Required Approval

                  Except as provided in paragraph 6.4, any indemnification under
this section shall be made by the corporation only if authorized in the specific
case, upon a determination that indemnification of the agent is proper in the
circumstances because the agent has met the applicable standard of conduct set
forth in paragraph 6.2 or 6.3 by one of the following: (a) A majority vote of a
quorum consisting of directors who are not parties to such proceeding; (b) (i)
The affirmative vote of a majority of shares of this corporation entitled to
vote represented at a duly held meeting at which a quorum is present; or (ii)
the written consent of holders of a majority of the outstanding shares entitled
to vote (for purposes of this subparagraph 6.5(b), the shares owned by the
person to be indemnified shall not be considered outstanding or entitled to vote
thereon); or (c) The court in which the proceeding is or was pending, on
application made by this corporation or the agent or the attorney or other
person rendering services in connection with the defense, whether or not such
application by the agent, attorney, or other person is opposed by this
corporation.

         6.6      Advance of Expenses

                  Expenses incurred in defending any proceeding may be advanced
by the corporation before the final disposition of such proceeding upon receipt
of an undertaking by or on behalf of the agent to repay such amounts if it shall
be determined ultimately that the agent is not entitled to be indemnified as
authorized in this Article.

         6.7      Other Contractual Rights

                  Nothing contained in this Article shall affect any right to
indemnification to which persons other than directors and officers of this
corporation or any subsidiary hereof may be entitled by contract or otherwise.

         6.8      Limitations

                  No indemnification or advance shall be made under this
Article, except as provided in paragraph 6.4 or 6.5(c), in any circumstance if
it appears:

                  (1)      That it would be inconsistent with a provision of the
articles, bylaws, a resolution of the shareholders, or an agreement in effect at
the time of the accrual of the alleged cause of action asserted in the
proceeding in which expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification; or

                                       15



                  (2)      That it would be inconsistent with any condition
expressly imposed by a court in approving settlement.

         6.9      Insurance

                  If so decided by the board of directors, this corporation may
purchase and maintain insurance on behalf of any agent of the corporation
insuring against any liability asserted against or incurred by the agent in that
capacity or arising out of agent's status as such, whether or not this
corporation would have the power to indemnify the agent against that liability
under the provisions of this Article.

         6.10     Fiduciaries of Corporate Employee Benefit Plan

                  This Article does not apply to any proceeding against any
trustee, investment manager, or other fiduciary of an employee benefit plan in
that person's capacity as such, even though that person may also be an agent of
the corporation. The corporation shall have the power to indemnify, and to
purchase and maintain insurance on behalf of any such trustee, investment
manager, or other fiduciary of any benefit plan for any or all of the directors,
officers, and employees of the corporation or any of its subsidiary or
affiliated corporations.

                                   Article VII

                               Records and Reports

         7.1      Maintenance of Shareholder Record and Inspection by
                  Shareholders

                  (1)      The corporation shall keep at its principal executive
office, or at the office of its transfer agent or registrar, as determined by
resolution of the board of directors, a record of the names and addresses of all
shareholders and the number and class of shares held by each shareholder.

                  (2)      A shareholder or shareholders of the corporation
holding at least five percent (5%) in the aggregate of the outstanding voting
shares of the corporation have the right to do either or both of the following:
(a) inspect and copy the records of the shareholders' names and addresses and
share holdings during usual business hours on five (5) days prior written demand
on the corporation, or (b) obtain from the corporation's transfer agent, on
written demand and on the tender of the agent's usual charges for this service,
a list of the names and addresses of shareholders who are entitled to vote for
the election of directors, and their share holdings, as of the most recent
record date for which a list has been compiled or as of a specific date later
than the date of demand. This list shall be made available within five (5) days
after (i) the date of demand, or (ii) the specified later date as of which the
list is to be compiled. The record of shareholders shall also be open to
inspection on the written demand of any shareholder or holder of a voting trust
certificate, at any time during usual business hours, for a purpose reasonably
related to the holder's interests as a shareholder or holder of a voting trust
certificate. Any inspection and copying under this section may be made in person
or by an agent or attorney of the shareholder or holder of a voting trust
certificate making the demand.

                                       16



         7.2      Maintenance and Inspection of Bylaws

                  The corporation shall keep at its principal executive office,
or if its principal executive office is not in the State of California, at its
principal business office in this state, the original or a copy of the bylaws as
amended to date, which shall be open to inspection by the shareholders at all
reasonable times during office hours. If the principal executive office of the
corporation has no principal business office in this state, the secretary shall,
upon the written request of any shareholder, furnish to that shareholder a copy
of the bylaws as amended to date.

         7.3      Maintenance and Inspection of Minutes and Accounting Records

                  The minutes of proceedings of the shareholders, board of
directors, and committees of the board, and the accounting books and records
shall be kept at the principal executive office of the corporation, or at such
other place or places as designated by the board of directors. The minutes shall
be kept in written form and the accounting books and records shall be kept
either in written form or in a form capable of being converted into written
form. The minutes and accounting books and records shall be open to inspection
on the written demand of any shareholder or holder of a voting trust certificate
at any reasonable time during usual business hours, for a purpose reasonably
related to the holder's interests as a shareholder or holder of a voting trust
certificate. The inspection may be made in person or by an agent or attorney,
and shall include the right to copy and make extracts. These rights of
inspection shall include the right to copy and make extracts. These rights of
inspection shall extend to the records of each subsidiary of the corporation.

         7.4      Inspection by Directors

                  Every director shall have the absolute right at any reasonable
time to inspect all books, records and documents of every kind and the physical
properties of the corporation and each of its subsidiary corporations. This
inspection by a director may be made in person or by an agent or attorney and
the right of inspection includes the right to copy and make extracts of
documents.

         7.5      Annual Report to Shareholders

                  Inasmuch as, and for as long as, there are fewer than 100
shareholders, the requirement of an annual report to shareholders referred to in
section 1501 of the California Corporations Code is expressly waived. However,
nothing in this provision shall be interpreted as prohibiting the board of
directors from issuing annual or other periodic reports to the shareholders, as
the board considers appropriate.

         7.6      Financial Statements

                  (1)      The corporation shall keep a copy of each annual
financial statement, quarterly or other periodic income statement, and
accompanying balance sheets prepared by the corporation on file in the
corporation's principal executive office for thirty-six (36) months; these
documents shall be exhibited at all reasonable times, or copies provided, to any
shareholder on demand.

                                       17



                  (2)      If no annual report for the last fiscal year has been
sent to shareholders, on written request of any shareholder made more than 120
days after the close of the fiscal year the corporation shall deliver or mail to
the shareholder, within thirty (30) days after receipt of the request, a balance
sheet as of the end of that fiscal year and an income statement and statement of
changes in financial position for that fiscal year.

                  (3)      A shareholder or shareholders holding five percent
(5%) or more of the outstanding shares of any class of stock of the corporation
may request in writing an income statement of the corporation for the most
recent three-month, six-month, or nine-month period (ending more than thirty
(30) days before the date of the request) of the current fiscal year, and a
balance sheet of the corporation as of the end of that period. If such documents
are not already prepared, the chief financial officer shall cause them to be
prepared and shall deliver the documents personally or mail them to the
requesting shareholders within thirty (30) days after receipt of the request. A
balance sheet, income statement, and statement of changes in financial position
for the last fiscal year shall also be included, unless the corporation has sent
the shareholders an annual report for the last fiscal year.

                  (4)      The quarterly income statements and balance sheets
referred to in this section shall be accompanied by the report, if any, of any
independent accountants engaged by the corporation or the certificate of an
authorized corporate officer stating that the financial statements were prepared
without audit from the corporation's books and records.

         7.7      Annual Statement of General Information

                  (1)      Every year, during the calendar month in which the
original articles of incorporation were filed with the California Secretary of
State, or during the preceding five calendar months, the corporation shall file
a statement with the Secretary of State on the prescribed form, setting forth
the authorized number of directors; the names and complete business or residence
addresses of all incumbent directors; the names and complete business or
residence addresses of the chief executive officer, the secretary, and the chief
financial officer; the street address of the corporation's principal executive
office or principal business office in this state; a statement of the general
type of business constituting the principal business activity of the
corporation; and a designation of the agent of the corporation for the purpose
of service of process, all in compliance with section 1502 of the Corporations
Code of California.

                  (2)      Notwithstanding the provisions of subparagraph (1)
above, if there has been no change in the information contained in the
corporation's last annual statement on file in the Secretary of State's office,
the corporation may, in lieu of filing the annual statement described in
subparagraph (1) above, advise the Secretary of State on the appropriate form,
that no changes in the required information have occurred during the applicable
period.

                                  Article VIII

                            General Corporate Matters

         8.1      Record Date for Purposes Other Than Notice and Voting

                                       18



                  (1)      For purposes of determining the shareholders entitled
to receive payment of any dividends or other distributions or allotment of
rights, or entitled to exercise any rights in respect of any other lawful action
(other than voting at and receiving notice of shareholders' meetings and giving
written consent of the shareholders without a meeting), the board of directors
may fix, in advance, a record date, which shall be not more than sixty (60) nor
less than ten (10) days before the date of the dividend payment, distribution,
allotment, or other action. If a record date is so fixed, only shareholders of
record at the close of business on that date shall be entitled to receive the
dividend, distribution, or allotment of rights, or to exercise the other rights,
as the case may be notwithstanding any transfer of shares on the corporation's
books after the record date, except as otherwise provided by statute.

                  (2)      If the board of directors does not so fix a record
date in advance, the record date shall be at the close of business on the later
of (a) the day on which the board of directors adopts the applicable resolution
or (b) the sixtieth day before the date of the dividend payment, distribution,
allotment of rights or other action.

         8.2      Authorized Signatories for Checks

                  All checks, drafts, or other orders for payment of money,
notes, or other evidences of indebtedness, issued in the name of or payable to
the corporation shall be signed or endorsed by such person or persons and in
such manner authorized from time to time by resolution of the board of
directors.

         8.3      Executing Corporate Contracts and Instruments

                  Except as otherwise provided in the articles or in these
bylaws, the board of directors by resolution may authorize any officer,
officers, agent or agents, to enter into any contract or to execute any
instrument in the name of and on behalf of the corporation. This authority may
be general or it may be confined to one or more specific matters. No officer,
agent, employee, or other person purporting to act on behalf of the corporation
shall have any power or authority to bind the corporation in any way, to pledge
the corporation's credit, or to render the corporation liable for any purpose or
for any amount, unless that person was acting with authority duly granted by the
board of directors as provided in these bylaws, or unless an unauthorized act
was later ratified by the corporation.

         8.4      Certificates for Shares

                  A certificate or certificates for shares of the capital stock
of the corporation shall be issued to each shareholder when any of these shares
are fully paid. In addition to certificates for fully paid shares, the board of
directors may authorize the issuance of certificates or shares as partly paid
and subject to call for the remainder of the purchase price, provided that the
certificates representing partly paid shares shall state the amount of the
consideration to be paid for the shares and the amount actually paid. All
certificates shall certify the number of shares and the class or series of
shares represented by the certificate. All certificates shall be signed in the
name of the corporation by (1) either the chairman of the board of directors,
the vice chairman of the board of director, the president or vice president and
(2) either the chief financial officer, any assistant treasurer, the secretary,
or any assistant secretary. Any or all of the

                                       19



signatures on the certificate may be facsimile. If any officer, transfer agent,
or registrar who has signed or whose facsimile signature has been placed on a
certificate shall have ceased to be that officer, transfer agent, or registrar
before that certificate is issued, the certificate may be issued by the
corporation with the same effect as if that person where an officer, transfer
agent, or registrar at the date of issue.

         8.5      Lost Certificates

                  Except as provided in this paragraph, no new certificates for
shares shall be issued to replace old certificates unless the old certificate is
surrendered to the corporation for cancellation at the same time. If the share
certificates or certificates for any other security have been lost, stolen, or
destroyed, the board of directors may authorize the issuance of replacement
certificates on terms and conditions as required by the board, which may include
a requirement that the owner give the corporation a bond (or other adequate
security) sufficient to indemnify the corporation against any claim that may be
made against it (including any expense or liability) on account of the alleged
loss, theft, or destruction of the old certificate or the issuance of the
replacement certificate.

         8.6      Shares of Other Corporations: How Voted

                  Shares of other corporations standing in the name of this
corporation shall be voted by one of the following persons, listed in order of
preference: (1) chairman of the board, or person designated by the chairman of
the board (2) president, or person designated by the president, (3) first vice
president, or person designated by the first vice president, (4) other person
designated by the board of directors. The authority to vote shares granted by
this section includes the authority to execute a proxy in the name of the
corporation for purposes of voting the shares.

         8.7      Reimbursement of Corporation if Payment Not Tax Deductible

                  If all or part of the compensation, including expenses .paid
by the corporation to a director, officer, employee, or agent is finally
determined not to be allowable to the corporation as a federal or state income
tax deduction, the director, officer, employee, or agent to whom the payment was
made shall repay to the corporation the amount disallowed. The board of
directors shall enforce repayment of each such amount disallowed by the taxing
authorities.

         8.8      Construction and Definitions

                  Unless the context requires otherwise, the general provisions,
rules of construction, and definitions in sections 100 through 195 of the
California Corporations Code shall govern the construction of these bylaws.
Without limiting the generality of this provision, the singular number includes
the plural, the plural number includes the singular, and the term "person"
includes both a corporation and a natural person.

                                   Article IX

                                   Amendments

                                       20



         9.1      Amendment by Board of Directors or Shareholders

                  Except as otherwise required by law or by the articles of
incorporation, these bylaws may be amended or repealed, and new bylaws may be
adopted, by the board of directors or by the holders of a majority of the
outstanding shares entitled to vote.

                                       21



                        Certificate of Adoption of Bylaws

         I, Shariar Moghaddam, the duly appointed, qualified and acting
secretary of Applied Surface Technology, Inc. (the corporation), a California
corporation, declare that the foregoing document is a certified copy of the
bylaws of the corporation. These bylaws were duly adopted by the directors of
the corporation on December 21, 1994, at a meeting of the directors duly held
and constituted and are now in full force and effect without change.
         Executed on December 21, 1994, at San Mateo, California.

                                              /s/ Shariar Moghaddam
                                              ----------------------------
                                              Secretary of the Corporation

EX-3.5

                                                                     EXHIBIT 3.5

                            CERTIFICATE OF FORMATION

                                       OF

                          CARL CONSUMABLE PRODUCTS, LLC

         This Certificate of Formation of Carl Consumable Products, LLC, a
Delaware limited liability company (the "Company"), dated as of February 29,
2000, is being duly executed and filed by Neal H. Brockmeyer to form a limited
liability company under the Delaware Limited Liability Company Act (6 Del.C.
Section 18-101, et seq.) (the "Delaware Act").

         FIRST. The name of the limited liability company formed hereby is Carl
Consumable Products, LLC.

         SECOND. The address of the registered office of the Company in the
State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, City
of Wilmington, County of New Castle 19805.

         THIRD. The name and address of the registered agent for service of
process on the Company in the State of Delaware is The Corporation Trust
Company, 1209 Orange Street, City of Wilmington, County of New Castle 19805.

         IN WITNESS WHEREOF, the undersigned, an authorized person as described
in the Delaware Act, has executed this Certificate of Formation as of the date
first above written.

Authorized Person:

                                        /s/ Neal H. Brockmeyer
                                        ------------------------------
                                        Name: Neal H. Brockmeyer

EX-3.6

                                                                     EXHIBIT 3.6

                           SECOND AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT

         THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
(this "Agreement") of CARL CONSUMABLE PRODUCTS, LLC, a Delaware limited
liability company (the "Company"), is entered into as of this 1st day of
February, 2003, by PERKINELMER LIFE SCIENCES, INC., a Delaware corporation
("PerkinElmer" or the "Member").

         WHEREAS, on February 29, 2000, the Company was formed by Richard A.
Carl ("Carl") pursuant to the Delaware Limited Liability Company Act (the
"Act"), by causing a certificate of formation (as it may be amended and/or
restated, the "Certificate of Formation") to be filed with the Secretary of
State of the State of Delaware (the "Secretary of State"), and entering into a
Limited Liability Company Agreement (the "Initial Agreement") as the then-sole
member of the Company;

         WHEREAS, on March 6, 2000, Carl sold to Packard Instrument Company, a
Delaware corporation ("Packard"), 51% of his then-sole membership interest in
the Company, pursuant to that certain Purchase and Sale Agreement dated as of
March 6, 2000 (the "Purchase and Sale Agreement"), Packard was admitted as a
member of the Company and the Initial Agreement was amended and restated (the
"Amended Agreement");

         WHEREAS, on July 1, 2002, Carl sold all of his remaining membership
interest in the Company to Packard pursuant to that certain Option Exercise
Agreement dated as of July 1, 2002 (the "Option Exercise Agreement"), whereby
Packard became the sole Member of the Company;

         WHEREAS, effective December 30, 2002, Packard merged with and into
PerkinElmer, with PerkinElmer as the surviving corporation; and

         WHEREAS, PerkinElmer desires to amend and restate in its entirety the
Amended Agreement in view of the foregoing.

         NOW, THEREFORE, the Amended Agreement shall be amended and restated to
read in its entirety as follows:

                                    ARTICLE I

                                  ORGANIZATION

         1.1 Name and Principal Place of Business. Unless and until amended by
action of the Board of Managers, the name of the Company shall be "Carl
Consumable Products, LLC." The principal place of business of the Company shall
be 2841 Lomita Boulevard, Torrance, California, or such other place or places as
the Board of Managers from time to time determines.

         1.2 Delaware Registered Office and Agent for Service of Process. The
Company shall maintain a Delaware registered office and agent for service of
process as required by Section 18-104 of the Act. The Delaware registered office
and agent for service of process shall be as set forth in the Certificate of
Formation.

         1.3 Purpose. The purpose of the Company is (i) to engage in the
business of manufacturing and selling disposable pipette tips for liquid
handling applications (the "Business") and (ii) to engage in any other lawful
act or activity for which limited liability companies may be formed under the
Act (including the borrowing of money and the issuance of guaranties of
indebtedness of other Persons).

         1.4 Power and Authority. Subject to the provisions of this Agreement,
the Company shall have the power and authority to take any and all actions
necessary, appropriate, proper, advisable, convenient or incidental to or for
the furtherance of the purpose set forth in Section 1.3.

         1.5 Foreign Qualification. The Board of Managers is hereby authorized
to cause the Company to comply with all requirements necessary to qualify or
register the Company as a foreign limited liability company in any jurisdiction
in which the Company owns property or transacts business to the extent, in the
reasonable judgment of the Board of Managers, such qualification or registration
is necessary or advisable for the protection of the limited liability of the
sole Member or to permit the Company lawfully to own property or transact
business.

         1.6 Definitions. Terms not otherwise defined in this Agreement shall
have the meanings set forth in Article XI.

         1.7 Term. The term of the Company commenced upon the initial filing of
the Certificate of Formation in the office of the Secretary of State and shall
continue until dissolution of the Company in accordance with Article X and the
filing of a Certificate of Cancellation with respect to the Company as provided
in Section 10.3.

                                   ARTICLE II

                                   MEMBERSHIP

         2.1 Members. PerkinElmer is the sole Member of the Company. The rights,
powers, duties, obligations and liabilities of the Member shall be determined
pursuant to the Act and this Agreement. To the extent that the rights, powers,
duties, obligations and liabilities of the Member are different by reason of any
provision of this Agreement than they would be in the absence of such provision,
this Agreement shall, to the extent permitted by the Act, control.

         2.2 Membership Interests. Limited liability company interests in the
Company shall not, unless the Board of Managers otherwise determines, be
denominated in units or represented by certificates. As the sole Member of the
Company, PerkinElmer owns all of the limited liability company interests in the
Company.

         2.3 Additional Members. Additional Persons may be admitted to the
Company as members upon such terms and conditions as the sole Member may
determine. The records of the Company shall be amended as appropriate to reflect
the admission of additional members and the terms and conditions thereof.

         2.4 Loans by Member. The sole Member may, but shall not be obligated
to, lend funds to the Company from time to time, in such amounts and on such
terms and conditions as the sole Member may determine.

         2.5 No Liability. Except as otherwise required by applicable law and as
expressly set forth in this Agreement, no Member shall have any personal
liability whatever in such Member's capacity as a Member, whether to the
Company, to any of the other Members, to the creditors of the Company or to any
other Person, for the debts, liabilities, commitments or any other obligations
of the Company or for any losses of the Company and no Member shall have any
obligation to contribute, advance, loan or otherwise make available any
additional amounts to the Company.

                                   ARTICLE III

                            CONTRIBUTIONS TO CAPITAL

         3.1 Additional Contributions. The sole Member may but shall not be
obligated to, make additional contributions to the capital of the Company from
time to time, in such amounts and on such terms and conditions as the sole
Member may determine.

                                   ARTICLE IV

                                   MANAGEMENT

         4.1 Management by Board of Managers. Except for situations in which the
approval of the Members is required by the Act, the Certificate of Formation or
this Agreement, the Company shall be managed and controlled by the Managers
acting as a Board of Managers (and no single Manager, acting individually in his
or her capacity as such, shall have any power or authority to take any action or
decision for the Company). Unless otherwise specified in this Agreement, the
Certificate of Formation or the Act, the Board of Managers shall act by majority
decision. The Board of Managers may exercise all powers of the Company and do
all such lawful acts and things as are not directed or required by the Act, the
Certificate of Formation or this Agreement to be exercised or done by the
Members. Subject to the other provisions of this Agreement, it is intended that
the powers and authority of the Board of Managers shall be substantially the
same as the powers and authority of, and that the Board of Managers act in
substantially the same manner as, a board of directors of a for profit, stock
corporation formed under the laws of the State of Delaware to which the
provisions of Subchapter XIV of the Delaware General Corporation Law, 8 Del. Ch.
Sections 341 ff., are not applicable. Notwithstanding the above, the
Managers maY not do or permit to be done any of the following without the prior
written approval of the sole Member:

            (a) Any act or thing that the Act, the Certificate of Formation or
this Agreement requires to be approved, consented to or authorized by the sole
Member;

            (b) Voluntarily cause the dissolution of the Company; or

            (c) Sell all of the Company's assets, or engage in any
recapitalization or merger.

         4.2 Number and Designation. Through June 30, 2006 the Board of Managers
will consist of Carl (unless Carl's employment by PerkinElmer is terminated by
him without Good Reason or by PerkinElmer for Cause, as such terms are defined
in the Employment Agreement dated as of July 1, 2002 between PerkinElmer and
Carl, at which time Carl shall also be deemed to have resigned as a Manager) and
three Managers designated by PerkinElmer. Managers shall hold office until their
successors are designated and qualified or until his, her or its earlier removal
or resignation in accordance with the provisions hereof. Managers may but need
not be Members. After June 30, 2006, or at such time prior thereto as Carl's
employment by PerkinElmer is terminated by him without Good Reason or by
PerkinElmer for Cause, the Board of Managers shall consist solely of persons
designated by PerkinElmer.

         4.3 Meetings of Managers. The Board of Managers may hold meetings, both
regular and special, either within or without the State of Delaware. Regular
meetings of the Board of Managers may be held without notice at times and places
determined by the Managers. Special meetings of the Board of Managers may be
called by any Manager or by the President on four days' notice to each Manager
by mail or 48 hours' notice to each Manager either personally or by facsimile
transmission. Managers may participate in a meeting of the Board of Managers by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
At all meetings of the Board of Managers, a majority of the Managers shall
constitute a quorum for the transaction of business. If a quorum is not present
at any meeting of the Board of Managers, the Managers present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

         4.4 Action by Consent Without Meeting. On any matter that is to be
voted on by the Board of Managers, the Managers may take such action without a
meeting, without prior notice and without a vote if a consent or consents in
writing, setting forth the action so taken, shall be signed by such number of
Managers as would be entitled to take action at a duly constituted meeting of
the Board of Managers at which all Managers were present.

         4.5 Proxy. Managers may not vote at a meeting or execute a consent by
proxy.

         4.6 Removal; Vacancies; Resignation. Managers designated by PerkinElmer
may be removed and/or replaced at any time, with or without cause by
PerkinElmer. Any Manager may resign as a Manager at any time by giving written
notice to all of the other Managers and the sole Member. The resignation of any
Manager will take effect ten (10) days after the date of such notice or at such
later time as shall be specified in such notice.

         4.7 Compensation. Managers shall not be compensated for their service
as such but, with the approval of the Board of Managers and subject to Section
4.11, a Manager may serve the Company in any other capacity and receive
compensation therefor.

         4.8 Devotion of Time. A Manager shall not be obligated to devote any
particular amount of time to the business and affairs of the Company, but shall
devote such time and effort as may be appropriate for the oversight of the
business and the affairs of the Company.

         4.9 Officers. The officers of the Company shall be a President, Vice
President, Treasurer, Assistant Treasurer, Secretary and Assistant Secretary,
and, unless otherwise provided herein or by the Board of Managers, such officers
shall have the rights, powers, authority, duties and responsibilities as
officers with such titles have, customarily and under applicable law, in a for
profit, stock corporation formed under the laws of the state of Delaware to
which the provisions of Subchapter XIV of the Delaware General Corporation Law,
8 Del. Ch. Sections 341 ff. are not applicable. The officers shall be elected
by, and serve at the pleasure of, the Board of Managers, except that until
further action is taken by the Board of Managers, the following persons are
hereby elected to the offices set forth opposite their respective names:

Peter B. Coggins                    President
Terrance L. Carlson                 Vice President
Robert Wylie                        Vice President
Robert F. Friel                     Treasurer
David C. Francisco                  Assistant Treasurer
Kenneth Horton                      Secretary
John L. Healy                       Assistant Secretary

The Board of Managers may create other offices and elect such other officers as
they deem appropriate. Any number of offices may be held by the same person.

         4.10 Term and Duties of Officers. Each officer shall hold office for
such term and shall exercise such powers and perform such duties as shall be set
forth in this Agreement and otherwise determined from time to time by the Board
of Managers. Officers shall not be obligated to devote any particular amount of
time to the business and affairs of the Company, but shall devote such time and
effort as may be appropriate, it being understood that the officers may also be
employed by PerkinElmer or any of its Affiliates.

         4.11 Compensation of Officers. The salaries and other compensation of
all officers of the Company shall be fixed by the Board of Managers.

         4.12 Duties of President. Subject to supervision, and restrictions
and/or limitations imposed, by the Board of Managers, the President shall be the
chief executive officer of the Company and shall have general and active
management of the day-to-day business and affairs of the Company. The President
is authorized to execute agreements and contracts on behalf of the Company
except where required or permitted by law to be otherwise executed and except
where the execution thereof shall be expressly delegated by the Board of
Managers to some other officer or agent of the Company. The President shall
perform such other duties as may from time

to time be prescribed by the Board of Managers commensurate with his position as
chief executive officer.

         4.13 Duties of Treasurer. The Treasurer, or his designee, shall keep
and maintain, or cause to be kept and maintained, adequate and correct books and
records of account of the properties and business transactions of the Company,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital and membership and economic interests. The Treasurer, or his
designee, shall have custody of the funds and securities of the Company, and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Company, and shall deposit all moneys and other valuable
effects in the name and to the credit of the Company in such depositories as may
be designated by the Board of Managers. The Treasurer shall have such other
powers and perform such other duties as may from time to time be prescribed by
the President or the Board of Managers.

         4.14 Duties of Secretary. The Secretary shall record all the
proceedings of the Members and the Board of Managers in a book to be kept for
that purpose. The Secretary shall give, or cause to be given, notice of all
meetings of the Board of Managers, and shall perform such other duties as may
from time to time be prescribed by the President or the Board of Managers.

                                    ARTICLE V

                                     NOTICES

         5.1 Notices. Whenever notice or other communication is required to be
given to the Members or the Managers by the Act, the Certificate of Formation or
this Agreement, it shall be given in writing, by mail, addressed to the Members
or to the Managers as their addresses appear on the records of the Company, with
postage thereon prepaid, and shall be deemed given 24 hours after it is
deposited in the United States mail. Notice to the Members and Managers may also
be given by facsimile and email transmission, addressed as their facsimile
numbers and email addresses appear on the records of the Company, and shall be
deemed given when sent, provided that a record of transmission from the
transmitting equipment is maintained by the sender. The mailing address,
facsimile number and email address of a Member may be changed by notice to the
Company as aforesaid.

         5.2 Waiver of Notice. A Member or Manager may waive notice, provided
that the waiver is in writing signed by the Member or Manager whether before or
after the notice is required to be given.

                                   ARTICLE VI

                             ACCOUNTING AND RECORDS

         6.1 Maintenance of Books. Proper and complete books of account and
records of the business of the Company (including those books and records
identified in Section 18-305 of the

Act) shall be kept at the Company's principal place of business or at such other
place as designated by the Board of Managers.

         6.2 Reliance on Records and Books of Account. The sole Member or any
Manager shall be fully protected in relying in good faith upon the records and
books of account of the Company and upon such information, opinions, reports or
statements presented to the Company by its sole Member or any of its Managers,
officers, employees or committees, or by any other Person as to matters the
Member or Board of Managers reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Company, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits or
losses of the Company or any other facts pertinent to the existence and amount
of assets from which distributions to the sole Member might properly be made.

         6.3 Classification for Tax Purposes. It is the Members' intention that
from and after the date of this Agreement the Company will be treated as a
disregarded entity for federal and state tax purposes. Consequently, the Company
may not make an election under Section 301.7701-3(c) of the Treasury Regulations
(and corresponding provisions of state law) to be classified as an association
taxable as a corporation.

         6.4 Bank Accounts. The President and Treasurer, and their respective
designees, are authorized to endorse checks, drafts and other evidences of
indebtedness made payable to the order of the Company for the purpose of deposit
into the Company's accounts, as well as to sign checks, drafts and other
instruments obligating the Company to pay money.

                                   ARTICLE VII

                                   ALLOCATIONS

         7.1 Allocation of Net Income or Net Loss. For each Accounting Period,
Net Income or Net Loss of the Company, or items thereof, shall be allocated to
PerkinElmer as the sole Member.

                                  ARTICLE VIII

                                  DISTRIBUTIONS

         8.1 Distributions. The Board of Managers may make distributions to the
sole Member in such amounts and at such times as the Board of Managers shall
determine.

                                   ARTICLE IX

                                 INDEMNIFICATION

         9.1 Indemnification.

            (a) To the fullest extent permitted by the Act and by law, the
Managers, Members and officers of the Company (herein referred to as
"Indemnitees") shall, in accordance with this Section 9.1, be indemnified and
held harmless by the Company from and against any and all loss, claims, damages,
liabilities joint and several, expenses (including reasonable legal expenses),
judgments, fines, settlements and other amounts (collectively, "Damages")
arising from any and all claims, demands, actions, suits or proceedings (civil,
criminal, administrative or investigative) (collectively, "Claims") in which
they may be involved, as a party or otherwise, by reason of their management of,
or involvement in, the affairs of the Company, or rendering of advice or
consultation with respect thereto, or which relate to the Company, its
properties, business or affairs, if such Indemnitee acted in good faith and in a
manner such Indemnitee reasonably believed to be in, or not opposed to, the best
interests of the Company and in accordance with the terms of this Agreement, and
with respect to any criminal proceeding, had no reasonable cause to believe the
conduct of such Indemnitee was unlawful. The termination of a proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere, or
its equivalent, shall not, of itself, create a presumption that the Indemnitee
did not act in good faith and in a manner which the Indemnitee reasonably
believed to be in, or not opposed to, the best interests of the Company or that
the Indemnitee had reasonable cause to believe that the Indemnitee's conduct was
unlawful (unless there has been a final adjudication in the proceeding that the
Indemnitee did not act in good faith and in a manner which the Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company; or that the Indemnitee did have reasonable cause to believe that the
Indemnitee's conduct was unlawful). Notwithstanding the foregoing, no Indemnitee
shall be entitled to indemnification hereunder for any liability arising from
the gross negligence or willful misconduct or reckless disregard in the
performance of such Indemnitee's duties under this Agreement. Further, no
Indemnitee shall be entitled to indemnification hereunder for Damages arising
from or related to Claims brought by the sole Member for such Indemnitee's
breach of any provision of this Agreement and/or any provision of the Purchase
and Sale Agreement or the Option Exercise Agreement.

            (b) The Company may also indemnify any Person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed
action by or in the right of the Company to procure a judgment in its favor by
reason of the fact that such Person is or was an officer, employee or agent of
the Company, against expenses actually or reasonably incurred by such Person in
connection with the defense or settlement of such action, if such Person acted

in good faith and in a manner such Person reasonably believed to be in, or not
opposed to, the best interests of the Company, except that indemnification shall
be made in respect of any claim, issue or matter as to which such Person shall
have been adjudged to be liable for misconduct in the performance of the
Person's duty to the Company only to the extent that the court in which such
action or suit was brought, or another court of appropriate jurisdiction,
determines upon application that, despite the adjudication of liability, but in
view of all circumstances of the case, such Person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper. To
the extent that the Person has been successful on the merits or otherwise in
defense of any proceedings referred to herein, or in defense of any claim, issue
or matter therein, the Person shall be indemnified by the Company against
expenses actually and reasonably incurred by the Person in connection therewith.
Notwithstanding the foregoing, no Person shall be entitled to indemnification
hereunder for any liability arising from the gross negligence or willful
misconduct or reckless disregard in the performance of the Person's duties under
this Agreement.

            (c) The indemnification provided by this Section 9.1 shall not be
deemed to be exclusive of any other rights to which any Person may be entitled
under any agreement, or as a matter of law, or otherwise, both as to action in a
Person's official capacity and to action in another capacity.

         9.2 Advancement of Expenses. Expenses (including reasonable attorneys'
fees) incurred in defending any proceeding under Section 9.1 (a) or (b) shall be
paid by the Company in advance of the final disposition of such proceeding upon
receipt of an undertaking by or on behalf of the Indemnitee or Person to repay
such amount if it shall ultimately be determined that the Indemnitee or Person
is not entitled to be indemnified by the Company as authorized hereunder.

         9.3 Insurance. The Board of Managers shall have the power to purchase
and maintain insurance on behalf of the Company, the Managers, officers,
employees or agents of the Company and any other Indemnitees at the expense of
the Company, against any liability asserted against or incurred by them in any
such capacity whether or not the Company would have the power to indemnify such
Persons against such liability under the provisions of this Agreement.

                                    ARTICLE X

                    DISSOLUTION, LIQUIDATION AND TERMINATION

         10.1 Dissolution. The Company shall be dissolved and its affairs wound
up upon the first to occur of the following:

            (a) the approval of the sole Member, provided that prior to January
1, 2007, the Company shall not be dissolved pursuant to this Section 10.1(a)
without the written approval of Carl; or

            (b) as provided under the Act.

         10.2 Authority to Wind Up. Upon dissolution of the Company, the Board
of Managers shall have all necessary power and authority required to marshal the
assets of the Company, to pay its creditors, to distribute assets and otherwise
wind up the business and affairs of the Company. In particular, the Board of
Managers shall have the authority to continue to conduct the business and
affairs of the Company insofar as such continued operation remains consistent,
in the judgment of the Board of Managers, with the orderly winding up of the
Company.

         10.3 Winding Up and Termination. The winding up of the Company shall be
completed when all debts, liabilities and obligations of the Company have been
paid and discharged or reasonably adequate provision therefor has been made in
compliance with the Act, and all of the remaining property and assets of the
Company have been distributed to the sole Member. Upon the completion of winding
up of the Company, a Certificate of Cancellation shall be filed with the
Secretary of State, at which time the Company shall be terminated.

         10.4 Distribution of Assets. Upon dissolution and winding up of the
Company, the assets of the Company, whether cash or in kind, shall be
distributed in accordance with the Act.

                                   ARTICLE XI

                                   DEFINITIONS

         11.1 Definitions. The following terms shall have the meanings set forth
for purposes of this Agreement:

            "Accounting Period" shall mean for each Fiscal Year the period
beginning on the 1st of January and ending on the 31st of December; provided
however, that the first Accounting Period shall commence on the date of
formation of the Company and shall end on December 31, 2000.

            "Act" shall have the meaning set forth in the recitals to this
Agreement.

            "Affiliate" shall mean, with respect to any Person, any individual,
corporation, partnership or other entity which directly or indirectly controls,
is under common control with or is controlled by such Person.

            "Agreement" shall mean this Agreement, as the same shall be amended
from time to time.

            "Board of Managers" shall have the meaning set forth in Section 4.1.

            "Business" shall have the meaning set forth in Section 1.3.

            "Carl" shall mean Richard A. Carl.

            "Certificate of Formation" shall have the meaning set forth in the
recitals to this Agreement.

            "Claims" shall have the meaning set forth in Section 9.1(a).

            "Company" shall mean the limited liability company formed in
accordance with the Certificate of Formation.

            "Damages" shall have the meaning set forth in Section 9.1(a).

            "Fiscal Year" shall mean the period from January 1 to December 31 of
each year, or as otherwise required by law.

            "Indemnitees" shall have the meaning set forth in Section 9.1(a).

            "Initial Agreement" shall have the meaning set forth in the recitals
to this Agreement.

            "Managers" shall mean the members of the Board of Managers acting as
such.

            "Member(s)" shall mean those who execute this Agreement as a Member
and any Person who subsequently is admitted as a Member.

            "Net Income" or "Net Loss" shall mean the net book income or loss of
the Company for any relevant period as computed for financial accounting
purposes.

            "Packard" shall mean Packard Instrument Company.

            "PerkinElmer" shall mean PerkinElmer Life Sciences, Inc. and, in the
event of its dissolution or merger, its successor.

            "Person" shall mean a natural person, partnership (whether general
or limited and whether domestic or foreign), limited liability company, trust,
estate, association, corporation, custodian, nominee or any other individual or
entity in its own or representative capacity.

            "Personal Representative" shall mean, as to a natural person, the
executor, administrator, guardian, conservator or other legal representative
thereof and, as to a person other than a natural person, the legal
representative or successor thereof.

            "Purchase and Sale Agreement" shall have the meaning set forth in
the recitals to this Agreement.

            "Secretary of State" shall have the meaning set forth in the
recitals to this Agreement.

            "Treasury Regulations" shall mean regulations issued by the U.S.
Department of the Treasury pursuant to the Internal Revenue Code of 1986, as
amended.

                                   ARTICLE XII

                                  MISCELLANEOUS

         12.1 Amendment. This Agreement may be amended or modified only with the
approval of the sole Member except where the amendment is restricted by the
Option Exercise Agreement in which case Carl's approval is also required.

         12.2 Further Assurances. The parties agree to execute and deliver any
further instruments or documents and perform any additional acts that are or may
become necessary to effectuate and carry on the business and affairs of the
Company created by this Agreement.

         12.3 Binding Effect. This Agreement shall be binding on and inure to
the benefit of the sole Member, the Managers, the Indemnitees and their
respective transferees, successors, assigns and Personal Representatives.

         12.4 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Delaware as applied to agreements among Delaware
residents entered into and to be performed entirely within Delaware.

         12.5 Entire Agreement. This Agreement and the Option Exercise Agreement
and related documents, constitute the entire agreement between the parties with
respect to the subject matter hereof and supersede all prior agreements,
including the Amended Agreement, discussions, understandings and correspondence
relating to such subject matter.

         12.6 Counterparts. This Agreement may be executed in one or more
counterparts with the same force and effect as if each of the signatories had
executed the same instrument. Counterparts may be signed and delivered via
facsimile, each of which shall be binding when sent, and in each case an
original shall be sent via overnight courier.

         12.7 Remedies. Subject to the indemnification provisions of Article IX
of this Agreement, the Company and the sole Member shall be entitled to enforce
their rights under this Agreement specifically to recover damages by reason of
any breach of any provision of this Agreement (including costs of enforcement)
and to exercise any and all other rights existing in their favor. The parties
hereto agree and acknowledge that money damages may not be an adequate remedy
for any breach of the provisions of this Agreement and that the Company or the
sole Member may in his or its sole discretion apply to any court of competent
jurisdiction for specific performance or injunctive relief (without posting a
bond or other security) in order to enforce or prevent any violation or
threatened violation of the provisions of this Agreement.

         12.8 Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforce-ability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.

         12.9 Parties in Interest. Except as expressly provided in the Act,
nothing in this Agreement shall confer any rights or remedies under or by reason
of this Agreement on any Persons other than the Member, Managers, Indemnitees
and their respective successors and assigns, nor shall anything in this
Agreement relieve or discharge the obligation or liability of any third person
or any party to this Agreement, nor shall any provision give any third person
any right of subrogation or action over or against any party to this Agreement.

         12.10 Interpretation. The headings used in this Agreement are for the
purpose of reference only and will not otherwise affect the meaning or
interpretation of any provision of this Agreement. All pronouns and all
variations thereof shall be deemed to refer to the masculine, feminine, or
neuter, singular or plural, as the context in which they are used may require.
In the event any claim is made by the sole Member relating to any conflict,
omission or ambiguity in this Agreement, no presumption or burden of proof or
persuasion shall be implied by virtue of the fact that this Agreement was
prepared by or at the request of a particular Member or his or its counsel.
References herein to numbered or lettered Articles, Sections and subsections
contained refer to such Articles, Sections and subsections of this Agreement
unless otherwise expressly stated. References in this Agreement to "including,"
"includes" or "include" shall be deemed to be followed by "without limitation."
The use of the word "or" is in the inclusive sense of "and/or."

         IN WITNESS WHEREOF, the parties hereto have executed this Second
Amended and Restated Limited Liability Company Agreement as of the day and year
first above written.

                                         PERKINELMER LIFE SCIENCES, INC.


                                         By: /s/ Terrance L. Carlson
                                             -------------------------
                                             Name: Terrance L. Carlson
                                             Title: Vice President

EX-3.7

                                                                     EXHIBIT 3.7

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                            LUMEN TECHNOLOGIES, INC.

         FIRST.  The name of the Corporation is Lumen Technologies, Inc.

         SECOND.  The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

         THIRD.   The nature of the business or purposes to be conducted or
promoted by the Corporation is as follows:

         To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

         FOURTH.  The total number of shares of stock which the Corporation
shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value
per share.

         The number of authorized shares of Common Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the stock of the Corporation
entitled to vote, irrespective of the provisions of Section 242(b)(2) of the
General Corporation Law of Delaware.

         FIFTH.   In furtherance of and not in limitation of powers conferred by
statute, it is further provided:

                  1.       Election of directors need not be by written ballot.

                  2.       The Board of Directors is expressly authorized to
adopt, amend or repeal the By-Laws of the Corporation.

         SIXTH.   Except to the extent that the General Corporation Law of
Delaware prohibits the elimination or limitation of liability of directors for
breaches of fiduciary duty, no director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for any
breach of fiduciary duty as a director, notwithstanding any provision of law
imposing such liability. No amendment to or repeal of this provision shall apply
to or have any effect on the liability or alleged liability of any director of
the Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.

                                      -1-



         SEVENTH. The Corporation shall to the fullest extent permitted by the
General Corporation Law of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have the power to
indemnify under the General Corporation Law of Delaware from and against any and
all of the expenses, liabilities or other matters referred to in or covered by
the General Corporation Law of Delaware, and the indemnification provided for
herein shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any By-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.

         EIGHTH.  The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute and this Certificate of
Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.

                                      -2-

EX-3.8

                                                                     EXHIBIT 3.8

                                     BY-LAWS

                                       OF

                             LIGHTHOUSE WESTON CORP.



                                     BY-LAWS

                                TABLE OF CONTENTS



                                                                                                  Page
                                                                                                  ----
                                                                                               
ARTICLE 1 - Stockholders.........................................................................   1
     1.1    Place of Meetings....................................................................   1
     1.2    Annual Meeting.......................................................................   1
     1.3    Special Meetings.....................................................................   1
     1.4    Notice of Meetings...................................................................   1
     1.5    Voting List..........................................................................   1
     1.6    Quorum...............................................................................   2
     1.7    Adjournments.........................................................................   2
     1.8    Voting and Proxies...................................................................   2
     1.9    Action at Meeting....................................................................   2
     1.10   Action without Meeting...............................................................   2

ARTICLE 2 - Directors............................................................................   2
     2.1    General Powers.......................................................................   2
     2.2    Number; Election and Qualification...................................................   3
     2.3    Enlargement of the Board.............................................................   3
     2.4    Tenure...............................................................................   3
     2.5    Vacancies............................................................................   3
     2.6    Resignation..........................................................................   3
     2.7    Regular Meetings.....................................................................   3
     2.8    Special Meetings.....................................................................   3
     2.9    Notice of Special Meetings...........................................................   3
     2.10   Meetings by Telephone Conference Calls...............................................   4
     2.11   Quorum...............................................................................   4
     2.12   Action at Meeting....................................................................   4
     2.13   Action by Consent....................................................................   4
     2.14   Removal..............................................................................   4
     2.15   Committees...........................................................................   4
     2.16   Compensation of Directors............................................................   5

ARTICLE 3 - Officers.............................................................................   5
     3.1    Enumeration..........................................................................   5
     3.2    Election.............................................................................   5
     3.3    Qualification........................................................................   5
     3.4    Tenure...............................................................................   5
     3.5    Resignation and Removal..............................................................   5
     3.6    Vacancies............................................................................   6
     3.7    Chairman of the Board and Vice-Chairman of the Board.................................   6
     3.8    President............................................................................   6
     3.9    Vice Presidents......................................................................   6


                                       ii



                                                                                               
     3.10  Secretary and Assistant Secretaries...................................................   6
     3.11  Treasurer and Assistant Treasurers....................................................   7
     3.12  Salaries..............................................................................   7

ARTICLE 4 - Capital Stock........................................................................   7
     4.1   Issuance of Stock.....................................................................   7
     4.2   Certificates of Stock.................................................................   7
     4.3   Transfers.............................................................................   8
     4.4   Lost, Stolen or Destroyed Certificates................................................   8
     4.5   Record Date...........................................................................   8

ARTICLE 5 - General Provisions...................................................................   9
     5.1   Fiscal Year...........................................................................   9
     5.2   Corporate Seal........................................................................   9
     5.3   Waiver of Notice......................................................................   9
     5.4   Voting of Securities..................................................................   9
     5.5   Evidence of Authority.................................................................   9
     5.6   Certificate of Incorporation..........................................................   9
     5.7   Transactions with Interested Parties..................................................   9
     5.8   Severability..........................................................................  10
     5.9   Pronouns..............................................................................  10

ARTICLE 6 - Amendments...........................................................................  10
     6.1   By the Board of Directors.............................................................  10
     6.2   By the Stockholders...................................................................  10



                                       iii



                                     BY-LAWS

                                       OF

                             LIGHTHOUSE WESTON CORP.

                            ARTICLE 1 - Stockholders

         1.1      Place of Meetings. All meetings of stockholders shall be held
at such place within or without the State of Delaware as may be designated from
time to time by the Board of Directors or the President or, if not so
designated, at the registered office of the corporation.

         1.2      Annual Meeting. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as may
properly be brought before the meeting shall be held on a date to be fixed by
the Board of Directors or the President (which date shall not be a legal holiday
in the place where the meeting is to be held) at the time and place to be fixed
by the Board of Directors or the President and stated in the notice of the
meeting. If no annual meeting is held in accordance with the foregoing
provisions, the Board of Directors shall cause the meeting to be held as soon
thereafter as convenient. If no annual meeting is held in accordance with the
foregoing provisions, a special meeting may be held in lieu of the annual
meeting, and any action taken at that special meeting shall have the same effect
as if it had been taken at the annual meeting, and in such case all references
in these By-laws to the annual meeting of the stockholders shall be deemed to
refer to such special meeting.

         1.3      Special Meetings. Special meetings of stockholders may be
called at any time by the President or by the Board of Directors. Business
transacted at any special meeting of stockholders shall be limited to matters
relating to the purpose or purposes stated in the notice of meeting.

         1.4      Notice of Meetings. Except as otherwise provided by law,
written notice of each meeting of stockholders, whether annual or special, shall
be given not less than 10 nor more than 60 days before the date of the meeting
to each stockholder entitled to vote at such meeting. The notices of all
meetings shall state the place, date and hour of the meeting. The notice of a
special meeting shall state, in addition, the purpose or purposes for which the
meeting is called. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the corporation.

         1.5      Voting List. The officer who has charge of the stock ledger of
the corporation shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, at a place within the city where the meeting is to
be held. The list shall also be produced and kept at the time and place of the
meeting during the whole time of the meeting, and may be inspected by any
stockholder who is present.



         1.6      Quorum. Except as otherwise provided by law, the Certificate
of Incorporation or these By-laws, the holders of a majority of the shares of
the capital stock of the corporation issued and outstanding and entitled to vote
at the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business.

         1.7      Adjournments. Any meeting of stockholders may be adjourned to
any other time and to any other place at which a meeting of stockholders may be
held under these By-laws by the stockholders present or represented at the
meeting and entitled to vote, although less than a quorum, or, if no stockholder
is present, by any officer entitled to preside at or to act as Secretary of such
meeting. It shall not be necessary to notify any stockholder of any adjournment
of less than 30 days if the time and place of the adjourned meeting are
announced at the meeting at which adjournment is taken, unless after the
adjournment a new record date is fixed for the adjourned meeting. At the
adjourned meeting, the corporation may transact any business which might have
been transacted at the original meeting.

         1.8      Voting and Proxies. Each stockholder shall have one vote for
each share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
in the Certificate of Incorporation. Each stockholder of record entitled to vote
at a meeting of stockholders, or to express consent or dissent to corporate
action in writing without a meeting, may vote or express such consent or dissent
in person or may authorize another person or persons to vote or act for him by
written proxy executed by the stockholder or his authorized agent and delivered
to the Secretary of the corporation. No such proxy shall be voted or acted upon
after three years from the date of its execution, unless the proxy expressly
provides for a longer period.

         1.9      Action at Meeting. When a quorum is present at any meeting,
the holders of shares of stock representing a majority of the votes cast on a
matter (or if there are two or more classes of stock entitled to vote as
separate classes, then in the case of each such class, the holders of shares of
stock of that class representing a majority of the votes cast on a matter) shall
decide any matter to be voted upon by the stockholders at such meeting, except
when a different vote is required by express provision of law, the Certificate
of Incorporation or these By-Laws. When a quorum is present at any meeting, any
election by stockholders shall be determined by a plurality of the votes cast on
the election.

         1.10     Action without Meeting. Any action required or permitted to be
taken at any annual or special meeting of stockholders of the corporation may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, is signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote on such action were present and voted. Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

                              ARTICLE 2 - Directors

         2.1      General Powers. The business and affairs of the corporation
shall be managed by or under the direction of a Board of Directors, who may
exercise all of the powers of the

                                        2



corporation except as otherwise provided by law or the Certificate of
Incorporation. In the event of a vacancy in the Board of Directors, the
remaining directors, except as otherwise provided by law, may exercise the
powers of the full Board until the vacancy is filled.

         2.2      Number; Election and Qualification. The number of directors
which shall constitute the whole Board of Directors shall be determined by
resolution of the stockholders or the Board of Directors, but in no event shall
be less than one. The number of directors may be decreased at any time and from
time to time either by the stockholders or by a majority of the directors then
in office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or expiration of the term of one or more directors. The
directors shall be elected at the annual meeting of stockholders by such
stockholders as have the right to vote on such election. Directors need not be
stockholders of the corporation.

         2.3      Enlargement of the Board. The number of directors may be
increased at any time and from time to time by the stockholders or by a majority
of the directors then in office.

         2.4      Tenure. Each director shall hold office until the next annual
meeting and until his successor is elected and qualified, or until his earlier
death, resignation or removal.

         2.5      Vacancies. Unless and until filled by the stockholders, any
vacancy in the Board of Directors, however occurring, including a vacancy
resulting from an enlargement of the Board, may be filled by vote of a majority
of the directors then in office, although less than a quorum, or by a sole
remaining director. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office, and a director chosen to fill a
position resulting from an increase in the number of directors shall hold office
until the next annual meeting of stockholders and until his successor is elected
and qualified, or until his earlier death, resignation or removal.

         2.6      Resignation. Any director may resign by delivering his written
resignation to the corporation at its principal office or to the President or
Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

         2.7      Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and place, either within or without the
State of Delaware, as shall be determined from time to time by the Board of
Directors; provided that any director who is absent when such a determination is
made shall be given notice of the determination. A regular meeting of the Board
of Directors may be held without notice immediately after and at the same place
as the annual meeting of stockholders.

         2.8      Special Meetings. Special meetings of the Board of Directors
may be held at any time and place, within or without the State of Delaware,
designated in a call by the Chairman of the Board, President, two or more
directors, or by one director in the event that there is only a single director
in office.

         2.9      Notice of Special Meetings. Notice of any special meeting of
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting. Notice shall be duly given to each
director (i) by giving notice to such director in

                                        3



person or by telephone at least 48 hours in advance of the meeting, (ii) by
sending a telegram or telex, or delivering written notice by hand, to his last
known business or home address at least 48 hours in advance of the meeting, or
(iii) by mailing written notice to his last known business or home address at
least 72 hours in advance of the meeting. A notice or waiver of notice of a
meeting of the Board of Directors need not specify the purposes of the meeting.

         2.10     Meetings by Telephone Conference Calls. Directors or any
members of any committee designated by the directors may participate in a
meeting of the Board of Directors or such committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation by such
means shall constitute presence in person at such meeting.

         2.11     Quorum. A majority of the total number of the whole Board of
Directors shall constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified; provided, however, that in no case shall less than one-third
(1/3) of the number so fixed constitute a quorum. In the absence of a quorum at
any such meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice other than announcement at the meeting,
until a quorum shall be present.

         2.12     Action at Meeting. At any meeting of the Board of Directors at
which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law, the
Certificate of Incorporation or these By-Laws.

         2.13     Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee of the Board
of Directors may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent to the action in writing, and the written
consents are filed with the minutes of proceedings of the Board or committee.

         2.14     Removal. Except as otherwise provided by the General
Corporation Law of Delaware, any one or more or all of the directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors, except that the directors elected
by the holders of a particular class or series of stock may be removed without
cause only by vote of the holders of a majority of the outstanding shares of
such class or series.

         2.15     Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members of the committee present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of the General Corporation Law of the State of
Delaware, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the corporation
and may

                                        4



authorize the seal of the corporation to be affixed to all papers which may
require it. Each such committee shall keep minutes and make such reports as the
Board of Directors may from time to time request. Except as the Board of
Directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the directors or in such
rules, its business shall be conducted as nearly as possible in the same manner
as is provided in these By-laws for the Board of Directors.

         2.16     Compensation of Directors. Directors may be paid such
compensation for their services and such reimbursement for expenses of
attendance at meetings as the Board of Directors may from time to time
determine. No such payment shall preclude any director from serving the
corporation or any of its parent or subsidiary corporations in any other
capacity and receiving compensation for such service.

                              ARTICLE 3 - Officers

         3.1      Enumeration. The officers of the corporation shall consist of
a President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors shall determine, including a Chairman of the
Board, a Vice-Chairman of the Board, and one or more Vice Presidents, Assistant
Treasurers, and Assistant Secretaries. The Board of Directors may appoint such
other officers as it may deem appropriate.

         3.2      Election. The President, Treasurer and Secretary shall be
elected annually by the Board of Directors at its first meeting following the
annual meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

         3.3      Qualification. No officer need be a stockholder. Any two or
more offices may be held by the same person.

         3.4      Tenure. Except as otherwise provided by law, by the
Certificate of Incorporation or by these By-laws, each officer shall hold office
until his successor is elected and qualified, unless a different term is
specified in the vote choosing or appointing him, or until his earlier death,
resignation or removal.

         3.5      Resignation and Removal. Any officer may resign by delivering
his written resignation to the corporation at its principal office or to the
President or Secretary. Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.

         Any officer may be removed at any time, with or without cause, by vote
of a majority of the entire number of directors then in office.

         Except as the Board of Directors may otherwise determine, no officer
who resigns or is removed shall have any right to any compensation as an officer
for any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or by the year
or otherwise, unless such compensation is expressly provided in a duly
authorized written agreement with the corporation.

                                        5



         3.6      Vacancies. The Board of Directors may fill any vacancy
occurring in any office for any reason and may, in its discretion, leave
unfilled for such period as it may determine any offices other than those of
President, Treasurer and Secretary. Each such successor shall hold office for
the unexpired term of his predecessor and until his successor is elected and
qualified, or until his earlier death, resignation or removal.

         3.7      Chairman of the Board and Vice-Chairman of the Board. The
Board of Directors may appoint a Chairman of the Board and may designate the
Chairman of the Board as Chief Executive Officer. If the Board of Directors
appoints a Chairman of the Board, he shall perform such duties and possess such
powers as are assigned to him by the Board of Directors. If the Board of
Directors appoints a Vice-Chairman of the Board, he shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties and
possess such other powers as may from time to time be vested in him by the Board
of Directors.

         3.8      President. The President shall, subject to the direction of
the Board of Directors, have general charge and supervision of the business of
the corporation. Unless otherwise provided by the Board of Directors, he shall
preside at all meetings of the stockholders and, if he is a director, at all
meetings of the Board of Directors. Unless the Board of Directors has designated
the Chairman of the Board or another officer as Chief Executive Officer, the
President shall be the Chief Executive Officer of the corporation. The President
shall perform such other duties and shall have such other powers as the Board of
Directors may from time to time prescribe.

         3.9      Vice Presidents. Any Vice President shall perform such duties
and possess such powers as the Board of Directors or the President may from time
to time prescribe. In the event of the absence, inability or refusal to act of
the President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall perform the
duties of the President and when so performing shall have all the powers of and
be subject to all the restrictions upon the President. The Board of Directors
may assign to any Vice President the title of Executive Vice President, Senior
Vice President or any other title selected by the Board of Directors.

         3.10     Secretary and Assistant Secretaries. The Secretary shall
perform such duties and shall have such powers as the Board of Directors or the
President may from time to time prescribe. In addition, the Secretary shall
perform such duties and have such powers as are incident to the office of the
secretary, including without limitation the duty and power to give notices of
all meetings of stockholders and special meetings of the Board of Directors, to
attend all meetings of stockholders and the Board of Directors and keep a record
of the proceedings, to maintain a stock ledger and prepare lists of stockholders
and their addresses as required, to be custodian of corporate records and the
corporate seal and to affix and attest to the same on documents.

         Any Assistant Secretary shall perform such duties and possess such
powers as the Board of Directors, the President or the Secretary may from time
to time prescribe. In the event of the absence, inability or refusal to act of
the Secretary, the Assistant Secretary, (or if there shall be

                                        6



more than one, the Assistant Secretaries in the order determined by the Board of
Directors) shall perform the duties and exercise the powers of the Secretary.

         In the absence of the Secretary or any Assistant Secretary at any
meeting of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.

         3.11     Treasurer and Assistant Treasurers. The Treasurer shall
perform such duties and shall have such powers as may from time to time be
assigned to him by the Board of Directors or the President. In addition, the
Treasurer shall perform such duties and have such powers as are incident to the
office of treasurer, including without limitation the duty and power to keep and
be responsible for all funds and securities of the corporation, to deposit funds
of the corporation in depositories selected in accordance with these By-laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

         The Assistant Treasurers shall perform such duties and possess such
powers as the Board of Directors, the President or the Treasurer may from time
to time prescribe. In the event of the absence, inability or refusal to act of
the Treasurer, the Assistant Treasurer, (or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Treasurer.

         3.12     Salaries. Officers of the corporation shall be entitled to
such salaries, compensation or reimbursement as shall be fixed or allowed from
time to time by the Board of Directors.

                            ARTICLE 4 - Capital Stock

         4.1      Issuance of Stock. Unless otherwise voted by the stockholders
and subject to the provisions of the Certificate of Incorporation, the whole or
any part of any unissued balance of the authorized capital stock of the
corporation or the whole or any part of any unissued balance of the authorized
capital stock of the corporation held in its treasury may be issued, sold,
transferred or otherwise disposed of by vote of the Board of Directors in such
manner, for such consideration and on such terms as the Board of Directors may
determine.

         4.2      Certificates of Stock. Every holder of stock of the
corporation shall be entitled to have a certificate, in such form as may be
prescribed by law and by the Board of Directors, certifying the number and class
of shares owned by him in the corporation. Each such certificate shall be signed
by, or in the name of the corporation by, the Chairman or Vice-Chairman, if any,
of the Board of Directors, or the President or a Vice President, and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the corporation. Any or all of the signatures on the certificate may be a
facsimile.

         Each certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Certificate of Incorporation, the
By-laws, applicable securities laws or any agreement among any number of
shareholders or among such holders and the corporation shall

                                        7



have conspicuously noted on the face or back of the certificate either the full
text of the restriction or a statement of the existence of such restriction.

         If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of each certificate representing shares of such
class or series of stock, provided that in lieu of the foregoing requirements
there may be set forth on the face or back of each certificate representing
shares of such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests a copy of the full
text of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

         4.3      Transfers. Except as otherwise established by rules and
regulations adopted by the Board of Directors, and subject to applicable law,
shares of stock may be transferred on the books of the corporation by the
surrender to the corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment or power of attorney properly executed, and with such proof of
authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by the
Certificate of Incorporation or by these By-laws, the corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect to such stock, regardless of any transfer, pledge or other
disposition of such stock until the shares have been transferred on the books of
the corporation in accordance with the requirements of these By-laws.

         4.4      Lost, Stolen or Destroyed Certificates. The corporation may
issue a new certificate of stock in place of any previously issued certificate
alleged to have been lost, stolen, or destroyed, upon such terms and conditions
as the Board of Directors may prescribe, including the presentation of
reasonable evidence of such loss, theft or destruction and the giving of such
indemnity as the Board of Directors may require for the protection of the
corporation or any transfer agent or registrar.

         4.5      Record Date. The Board of Directors may fix in advance a date
as a record date for the determination of the stockholders entitled to notice of
or to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action. Such record date shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 10 days after the date of adoption of a
record date for a written consent without a meeting, nor more than 60 days prior
to any other action to which such record date relates.

         If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day before the

                                        8



day on which notice is given, or, if notice is waived, at the close of business
on the day before the day on which the meeting is held. The record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first written consent is properly
delivered to the corporation. The record date for determining stockholders for
any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating to such purpose.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                         ARTICLE 5 - General Provisions

         5.1      Fiscal Year. Except as from time to time otherwise designated
by the Board of Directors, the fiscal year of the corporation shall begin on the
first Monday after the last Sunday closest to December 31st and end on the
Saturday preceeding the last Sunday closest to December 31st.

         5.2      Corporate Seal. The corporate seal shall be in such form as
shall be approved by the Board of Directors.

         5.3      Waiver of Notice. Whenever any notice whatsoever is required
to be given by law, by the Certificate of Incorporation or by these By-laws, a
waiver of such notice either in writing signed by the person entitled to such
notice or such person's duly authorized attorney, or by telegraph, cable or any
other available method, whether before, at or after the time stated in such
waiver, or the appearance of such person or persons at such meeting in person or
by proxy, shall be deemed equivalent to such notice.

         5.4      Voting of Securities. Except as the directors may otherwise
designate, the President or Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at, any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.

         5.5      Evidence of Authority. A certificate by the Secretary, or an
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

         5.6      Certificate of Incorporation. All references in these By-laws
to the Certificate of Incorporation shall be deemed to refer to the Certificate
of Incorporation of the corporation, as amended and in effect from time to time.

         5.7      Transactions with Interested Parties. No contract or
transaction between the corporation and one or more of the directors or
officers, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of the directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable

                                        9



solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the Board of Directors or a committee of the
Board of Directors which authorizes the contract or transaction or solely
because his or their votes are counted for such purpose, if:

         (1)      The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board or committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum;

         (2)      The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

         (3)      The contract or transaction is fair as to the corporation as
of the time it is authorized, approved or ratified, by the Board of Directors, a
committee of the Board of Directors, or the stockholders.

         Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

         5.8      Severability. Any determination that any provision of these
By-laws is for any reason inapplicable, illegal or ineffective shall not affect
or invalidate any other provision of these By-laws.

         5.9      Pronouns. All pronouns used in these By-laws shall be deemed
to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.

                             ARTICLE 6 - Amendments

         6.1      By the Board of Directors. These By-laws may be altered,
amended or repealed or new by-laws may be adopted by the affirmative vote of a
majority of the directors present at any regular or special meeting of the Board
of Directors at which a quorum is present.

         6.2      By the Stockholders. These By-laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of the holders of
a majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new by-laws shall have been stated in the
notice of such special meeting.

                                       10

EX-3.9

                                                                     EXHIBIT 3.9

                          CERTIFICATE OF INCORPORATION

                                       OF

                             NEN LIFE SCIENCES. INC.

                  FIRST The name of the Corporation is: NEN Life Sciences, Inc.

                  SECOND The address of its registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

                  THIRD The nature of the business or purposes to be conducted
or promoted by the Corporation is as follows:

                  To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

                  FOURTH The total number of shares of stock which the
Corporation shall have authority to issue is 1000 shares of Common Stock, $0.01
par value per share.

                  The number of authorized shares of Common Stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the stock
of the Corporation entitled to vote, irrespective of the provisions of Section
242(b)(2) of the General Corporation Law of Delaware.

                  FIFTH The name and mailing address of the sole incorporator
are as follows:

                    Megan Ainsworth              Sherman and Sterling
                                                 555 California Avenue
                                                 San Francisco, CA 94014

                  SIXTH In furtherance of and not in limitation of powers
conferred by statute, it is further provided:

                  1.       Election of directors need not be by written ballot.

                  2.       The Board of Directors is expressly authorized to
                           adopt, amend or repeal the By-Laws of the
                           Corporation.



                  SEVENTH Except to the extent that the General Corporation Law
of Delaware prohibits the elimination or limitation of liability of directors
for breaches of fiduciary duty, no director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for any breach of fiduciary duty as a director, notwithstanding any provision of
law imposing such liability. No amendment to or repeal of this provision shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.

                  EIGHTH The Corporation shall, to the fullest extent permitted
by Section 145 of the General Corporation Law of Delaware, as amended from time
to time, indemnify each person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was, or has agreed to become, a director or officer of the
Corporation, or is or was serving, or has agreed to serve, at the request of the
Corporation, as a director, officer or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other enterprise
(including any employee benefit plan) (all such persons being referred to
hereafter as an "Indemnitee"), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by or on behalf of an Indemnitee in connection with such action, suit
or proceeding and any appeal therefrom.

                  As a condition precedent to his right to be indemnified, the
Indemnitee must notify the Corporation in writing as soon as practicable of any
action, suit, proceeding or investigation involving him for which indemnity will
or could be sought. With respect to any action, suit, proceeding or
investigation of which the Corporation is so notified, the Corporation will be
entitled to participate therein at its own expense and/or to assume the defense
thereof at its own expense, with legal counsel reasonably acceptable to the
Indemnitee.

                  In the event that the Corporation does not assume the defense
of any action, suit, proceeding or investigation of which the Corporation
receives notice under this Article, the Corporation shall pay in advance of the
final disposition of such matter any expenses (including attorneys' fees)
incurred by an Indemnitee in defending a civil or criminal action, suit,
proceeding or investigation or any appeal therefrom; provided, however, that the
payment of such expenses incurred by an Indemnitee in advance of the final
disposition of such matter shall be made only upon receipt of an undertaking by
or on behalf of the Indemnitee to repay all amounts so advanced in the event
that it shall ultimately be determined that the Indemnitee is not entitled to be
indemnified by the Corporation as authorized in this Article, which undertaking
shall be accepted without reference to the financial ability of the Indemnitee
to make such repayment; and further provided that no such advancement of
expenses shall be made if it is determined that (i) the Indemnitee did not act
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Corporation, or (ii) with respect to any criminal
action or proceeding, the Indemnitee had reasonable cause to believe his conduct
was unlawful.

                  The Corporation shall not indemnify an Indemnitee seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such Indemnitee unless the initiation

                                        2



thereof was approved by the Board of Directors of the Corporation. In addition,
the Corporation shall not indemnify an Indemnitee to the extent such Indemnitee
is reimbursed from the proceeds of insurance, and in the event the Corporation
makes any indemnification payments to an Indemnitee and such Indemnitee is
subsequently reimbursed from the proceeds of insurance, such Indemnitee shall
promptly refund such indemnification payments to the Corporation to the extent
of such insurance reimbursement.

                  All determinations hereunder as to the entitlement of an
Indemnitee to indemnification or advancement of expenses shall be made in each
instance by (a) a majority vote of the directors of the Corporation consisting
of persons who are not at that time parties to the action, suit or proceeding in
question ("disinterested directors"), whether or not a quorum, (b) a majority
vote of a quorum of the outstanding shares of stock of all classes entitled to
vote for directors, voting as a single class, which quorum shall consist of
stockholders who are not at that time parties to the action, suit or proceeding
in question, (c) independent legal counsel (who may, to the extent permitted by
law, be regular legal counsel to the Corporation), or (d) a court of competent
jurisdiction.

                  The indemnification rights provided in this Article (i) shall
not be deemed exclusive of any other rights to which an Indemnitee may be
entitled under any law, agreement or vote of stockholders or disinterested
directors or otherwise, and (ii) shall inure to the benefit of the heirs,
executors and administrators of the Indemnitees. The Corporation may, to the
extent authorized from time to time by its Board of Directors, grant
indemnification rights to other employees or agents of the Corporation or other
persons serving the Corporation and such rights may be equivalent to, or greater
or less than, those set forth in this Article.

                  NINTH The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by statute and this Certificate of
Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.

                                        3

EX-3.10

                                                                    EXHIBIT 3.10

                                     BY-LAWS

                                       OF

                             NEN LIFE SCIENCES, INC.



                                TABLE OF CONTENTS



Section                                                                                            Page
- -------                                                                                            ----
                                                                                                
                                            ARTICLE I
                                             OFFICES

1.01.  Registered Office .........................................................................   1
1.02.  Other Offices..............................................................................   1

                                             ARTICLE II
                                      MEETINGS OF STOCKHOLDERS

2.01.  Annual Meetings ...........................................................................   1
2.02.  Special Meetings...........................................................................   1
2.03.  Notice of Meetings.........................................................................   1
2.04.  Waiver of Notice...........................................................................   2
2.05.  Adjournments...............................................................................   2
2.06.  Quorum.....................................................................................   2
2.07.  Voting.....................................................................................   2
2.08.  Proxies....................................................................................   3
2.09.  Stockholders' Consent in Lieu of Meeting...................................................   3

                                            ARTICLE III
                                         BOARD OF DIRECTORS

3.01.  General Powers.............................................................................   3
3.02.  Number and Term of Office..................................................................   3
3.03.  Resignation................................................................................   3
3.04.  Removal....................................................................................   3
3.05.  Vacancies..................................................................................   3
3.06.  Meetings...................................................................................   4
3.07.  Committees of the Board....................................................................   5
3.08.  Directors' Consent in Lieu of Meeting......................................................   6
3.09.  Action by Means of Telephone or Similar Communications Equipment...........................   6
3.10.  Compensation...............................................................................   6

                                             ARTICLE IV
                                              OFFICERS

4.01.  Officers...................................................................................   6
4.02.  Authority and Duties.......................................................................   6




                                                                                                
4.03.  Term of Office, Resignation and Removal....................................................   6
4.04.  Vacancies..................................................................................   7
4.05.  The Chairman...............................................................................   7
4.06.  The President..............................................................................   7
4.07.  Vice Presidents............................................................................   7
4.08.  The Secretary..............................................................................   7
4.09.  Assistant Secretaries......................................................................   7
4.10.  The Treasurer..............................................................................   8
4.11.  Assistant Treasurers.......................................................................   8

                                             ARTICLE V
                                 CHECKS, DRAFTS, NOTES, AND PROXIES

5.01.  Checks, Drafts, and Notes..................................................................   8
5.02.  Execution of Proxies.......................................................................   8

                                             ARTICLE VI
                                   SHARES AND TRANSFERS OF SHARES

6.01.  Certificates Evidencing Shares.............................................................   8
6.02.  Stock Ledger...............................................................................   9
6.03.  Transfers of Shares........................................................................   9
6.04.  Addresses of Stockholders..................................................................   9
6.05.  Lost, Destroyed and Mutilated Certificates.................................................   9
6.06.  Regulations................................................................................   9
6.07.  Fixing Date for Determination of Stockholders of Record....................................  10

                                            ARTICLE VII
                                                SEAL

7.01.  Seal.......................................................................................  10

                                            ARTICLE VIII
                                            FISCAL YEAR

8.01.  Fiscal Year................................................................................  10



                                     - ii -



                                                                                                
                                             ARTICLE IX
                                   INDEMNIFICATION AND INSURANCE

9.01 Indemnification .............................................................................  10
9.02 Insurance for Indemnification................................................................  12

                                             ARTICLE X
                                             AMENDMENTS

10.01.  Amendments ...............................................................................  12



                                     - iii -



                                     BY-LAWS
                                       OF
                             NEN LIFE SCIENCES, INC.

                                    ARTICLE I
                                     OFFICES

                  SECTION 1.01. Registered Office. The registered office of NEN
Life Sciences, Inc. (the "Corporation") in the State of Delaware shall be at the
principal office of The Corporation Trust Company in the City of Wilmington,
County of New Castle, and the registered agent in charge thereof shall be The
Corporation Trust Company.

                  SECTION 1.02. Other Offices. The Corporation may also have an
office or offices at any other place or places within or without the State of
Delaware as the Board of Directors of the Corporation (the "Board") may from
time to time determine or the business of the Corporation may from time to time
require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

                  SECTION 2.01. Annual Meetings. The annual meeting of
stockholders of the Corporation for the election of directors of the Corporation
("Directors"), and for the transaction of other business as may properly come
before such meeting, shall be held at such place, date and time as shall be
fixed by the Board and designated in the notice or waiver of notice of such
annual meeting; provided, however, that no annual meeting of stockholders need
be held if all actions, including the election of Directors, required by the
General Corporation Law of the State of Delaware (the "General Corporation Law")
to be taken at such annual meeting are taken by written consent in lieu of
meeting pursuant to Section 2.09 hereof

                  SECTION 2.02. Special Meetings. Special meetings of
stockholders for any purpose or purposes may be called by the Board or the
Chairman of the Board, the President or the Secretary of the Corporation or by
the recordholders of at least a majority of the shares of common stock of the
Corporation issued and outstanding ("Shares") and entitled to vote thereat, to
be held at such place, date and time as shall be designated in the notice or
waiver of notice thereof

                  SECTION 2.03. Notice of Meetings. (a) Except as otherwise
provided by law, written notice of each annual or special meeting of
stockholders stating the place, date and time of such meeting and, in the case
of a special meeting, the purpose or purposes for which such meeting is to be
held, shall be given personally or by first-class mail (airmail in the case of
international communications) to each recordholder of Shares (a "Stockholder")
entitled to vote thereat, not less than 10 nor more than 60 days before the date
of such meeting. If mailed, such notice shall be deemed to be given when
deposited in the United States mail, postage prepaid, directed to the
Stockholder at such Stockholder's address as it appears on the records of the



Corporation. If, prior to the time of mailing, the Secretary of the Corporation
(the "Secretary") shall have received from any Stockholder a written request
that notices intended for such Stockholder are to be mailed to some address
other than the address that appears on the records of the Corporation, notices
intended for such Stockholder shall be mailed to the address designated in such
request.

                  (b)      Notice of a special meeting of Stockholders may be
given by the person or persons calling the meeting, or, upon the written request
of such person or persons, such notice shall be given by the Secretary on behalf
of such person or persons. If the person or persons calling a special meeting of
Stockholders give notice thereof, such person or persons shall deliver a copy of
such notice to the Secretary. Each request to the Secretary for the giving of
notice of a special meeting of Stockholders shall state the purpose or purposes
of such meeting.

                  SECTION 2.04. Waiver of Notice. Notice of any annual or
special meeting of Stockholders need not be given to any Stockholder who files a
written waiver of notice with the Secretary, signed by the person entitled to
the notice, whether before or after such meeting. Neither the business to be
transacted at, nor the purpose of, any meeting of Stockholders need be specified
in any written waiver of notice thereof. Attendance of a Stockholder at a
meeting, in person or by proxy, shall constitute a waiver of notice of such
meeting, except when such Stockholder attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business on the grounds that the notice of such meeting was inadequate or
improperly given.

                  SECTION 2.05. Adjournments. Whenever a meetings of
Stockholders, annual or special, is adjourned to another date, time or place,
notice need not be given of the adjourned meeting if the date, time and place
thereof are announced at the meeting at which the adjournment is taken. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each Stockholder entitled to vote thereat. At the adjourned meeting,
any business may be transacted which might have been transacted at the original
meeting.

                  SECTION 2.06. Quorum. Except as otherwise provided by law or
the Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation"), the recordholders of a majority of the Shares entitled to vote
thereat, present in person or by proxy, shall constitute a quorum for the
transaction of business at all meetings of Stockholders, whether annual or
special. If, however, such quorum shall not be present in person or by proxy at
any meeting of Stockholders, the Stockholders entitled to vote thereat may
adjourn the meeting from time to time in accordance with Section 2.05 hereof
until a quorum shall be present in person or by proxy.

                  SECTION 2.07. Voting. Each Stockholder shall be entitled to
one vote for each Share held of record by such Stockholder. Except as otherwise
provided by law or the Certificate of Incorporation, when a quorum is present at
any meeting of Stockholders, the vote of the recordholders of a majority of the
Shares constituting such quorum shall decide any question brought before such
meeting.

                                      - 2 -



                  SECTION 2.08. Proxies. Each Stockholder entitled to vote at a
meeting of Stockholders or to express, in writing, consent to or dissent from
any action of Stockholders without a meeting may authorize another person or
persons to act for such Stockholder by proxy. Such proxy shall be filed with the
Secretary before such meeting of Stockholders or such action of Stockholders
without a meeting, at such time as the Board may require. No proxy shall be
voted or acted upon more than three years from its date, unless the proxy
provides for a longer period.

                  SECTION 2.09. Stockholders' Consent in Lieu of Meeting. Any
action required by the General Corporation Law to be taken at any annual or
special meeting of Stockholders, and any action which may be taken at any annual
or special meeting of Stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the recordholders of Shares having not less
than the minimum number of votes necessary to authorize or take such action at a
meeting at which the recordholders of all Shares entitled to vote thereon were
present and voted.

                                   ARTICLE III
                               BOARD OF DIRECTORS

                  SECTION 3.01. General Powers. The business and affairs of the
Corporation shall be managed by the Board, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law, the
Certificate of Incorporation or these By-laws directed or required to be
exercised or done by Stockholders.

                  SECTION 3.02. Number and Term of Office. The number of
Directors shall be three or such other number as shall be fixed from time to
time by the Board. Directors need not be Stockholders. Directors shall be
elected at the annual meeting of Stockholders or, if, in accordance with Section
2.01 hereof, no such annual meeting is held, by written consent in lieu of
meeting pursuant to Section 2.09 hereof, and each Director shall hold office
until his successor is elected and qualified, or until his earlier death or
resignation or removal in the manner hereinafter provided.

                  SECTION 3.03. Resignation. Any Director may resign at any time
by giving written notice to the Board, the Chairman of the Board of the
Corporation (the "Chairman") or the Secretary. Such resignation shall take
effect at the time specified in such notice or, if the time be not specified,
upon receipt thereof by the Board, the Chairman or the Secretary, as the case
may be. Unless otherwise specified therein, acceptance of such resignation shall
not be necessary to make it effective.

                  SECTION 3.04. Removal. Any or all of the Directors may be
removed, with or without cause, at any time by vote of the recordholders of a
majority of the Shares then entitled to vote at an election of Directors, or by
written consent of the recordholders of Shares pursuant to Section 2.09 hereof.

                  SECTION 3.05. Vacancies. Vacancies occurring on the Board as a
result of the removal of Directors without cause may be filled only by vote of
the recordholders of a majority

                                      - 3 -



of the Shares then entitled to vote at an election of Directors, or by written
consent of such recordholders pursuant to Section 2.09 hereof. Vacancies
occurring on the Board for any other reason, including, without limitation,
vacancies occurring as a result of the creation of new directorships that
increase the number of Directors, may be filled by such vote or written consent
or by vote of the Board or by written consent of the Directors pursuant to
Section 3.08 hereof. If the number of Directors then in office is less than a
quorum, such other vacancies may be filed by vote of a majority of the Directors
then in office or by written consent of all such Directors pursuant to Section
3.08 hereof. Unless earlier removed pursuant to Section 3.04 hereof, each
Director chosen in accordance with this section 3.05 shall hold office until the
next annual election of Directors by the Stockholders and until his successor
shall be elected and qualified.

                  SECTION 3.06. Meetings. (a) Annual Meetings. As soon as
practicable after each annual election of Directors by the Stockholders, the
Board shall meet for the purpose of organization and the transaction of other
business, unless it shall have transacted all such business by written consent
pursuant to Section 3.08 hereof.

                  (b)      Other Meetings. Other meetings of the Board shall be
held at such times as the Chairman, the president of the Corporation (the
"President"), the Secretary or a majority of the Board shall from time to time
determine.

                  (c)      Notice of Meetings. The Secretary shall give written
notice to each Director of each meeting of the Board, which notice shall state
the place, date, time and purpose of such meeting. Notice of each such meeting
shall be given to each Director, if by mail, addressed to him at his residence
or usual place of business, at least two days before the day on which such
meeting is to be held, or shall be sent to him at such place by telecopy,
telegraph, cable, or other form of recorded communication, or be delivered
personally or by telephone not later than the day before the day on which such
meeting is to be held. A written waiver of notice, signed by the Director
entitled to notice, whether before or after the time of the meeting referred to
in such waiver, shall be deemed equivalent to notice. Neither the business to be
transacted at, nor the purpose of any meeting of the Board need be specified in
any written waiver of notice thereof. Attendance of a Director at a meeting of
the Board shall constitute a waiver of notice of such meeting, except as
provided by law.

                  (d)      Place of Meetings. The Board may hold its meetings at
such place or places within or without the State of Delaware as the Board or
Chairman may from time to time determine, or as shall be designated in the
respective notices or waivers of notice of such meetings.

                  (e)      Quorum and Manner of Acting. One-third of the total
number of Directors then in office (but in no event less than two if the total
number of directorships, including vacancies, is greater than one and in no
event a number less than one-third of the total number of directorships,
including vacancies) shall be present in person at any meeting of the Board in
order to constitute a quorum for the transaction of business at such meeting,
and the vote of a majority of those Directors present at any such meeting at
which a quorum is present shall be necessary for the passage of any resolution
or act of the Board, except as otherwise expressly required by law, the
Certificate of Incorporation or these By-laws. In the absence of a

                                      - 4 -



quorum for any such meeting, a majority of the Directors present thereat may
adjourn such meeting from time to time until a quorum shall be present.

                  (f)      Organization. At each meeting of the Board, one of
the following shall act as chairman of the meeting and preside, in the following
order of precedence:

                  (i)      the Chairman;

                  (ii)     the Chief Executive Officer;

                  (iii)    any Director chosen by a majority of the Directors
                           present.

The Chairman shall have the power to call special meetings of Stockholders, to
call special meetings of the Board and, if present, to preside at all meetings
of Stockholders and all meetings of the Board.

The Secretary, or in the case of his absence, any person (who shall be an
Assistant Secretary, if an Assistant Secretary is present) whom the chairman of
the meeting shall appoint, shall act as secretary of such meeting and keep the
minutes thereof.

                  SECTION 3.07. Committees of the Board. The Board may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more Directors. The Board may
designate one or more Directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of such committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another Director
to act at the meeting in the place of any absent or disqualified member. Any
committee of the Board, to the extent provided in the resolution of the Board
designating such committee, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; provided, however, that no such committee shall
have the power or authority in reference to amending the Certificate of
Incorporation (except that such a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board as provided in Section 151 (a) of the General Corporation Law, fix
the designations and any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
for any other class or classes of stock of the Corporation or fix the number of
shares of any series of stock or authorize the increase or decrease of the
shares of any series), adopting an agreement of merger or consolidation under
Section 251 or 252 of the General Corporation Law, recommending to the
Stockholders the sale, lease or exchange of all or substantially all the
Corporation's property and assets, recommending to the Stockholders a
dissolution of the Corporation or the revocation of a dissolution, or amending
these By-laws; provided further, however, that, unless expressly so provided in
the resolution of the Board designating such committee, no such committee shall
have the power or authority to declare a dividend, to authorize the issuance of
stock, or to adopt a certificate of ownership and merger pursuant to Section 253
of the General Corporation Law. Each committee of the Board

                                      - 5 -



shall keep regular minutes of its proceedings and report the same to the Board
when so requested by the Board.

                  SECTION 3.08. Directors' Consent in Lieu of Meeting. Any
action required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by all the members of the Board or such committee and such
consent is filed with the minutes of the proceedings of the Board or such
committee.

                  SECTION 3.09. Action by Means of Telephone or Similar
Communications Equipment. Any one or more members of the Board, or of any
committee thereof, may participate in a meeting of the Board or such committee
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting by such means shall constitute presence in person at
such meeting.

                  SECTION 3.10. Compensation. Unless otherwise restricted by the
Certificate of Incorporation, the Board may determine the compensation of
Directors. In addition, as determined by the Board, Directors may be reimbursed
by the Corporation for their expenses, if any, in the performance of their
duties as Directors. No such compensation or reimbursement shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor.

                                   ARTICLE IV
                                    OFFICERS

                  SECTION 4.01. Officers. The officers of the Corporation shall
be the Chief Executive Officer, the President, the Secretary and a Treasurer and
may include one or more Vice Presidents and one or more Assistant Secretaries
and one or more Assistant Treasurers. Any two or more offices may be held by the
same person.

                  SECTION 4.02. Authority and Duties. All officers shall have
such authority and perform such duties in the management of the Corporation as
may be provided in these By-laws or, to the extent not so provided, by
resolution of the Board.

                  SECTION 4.03. Term of Office, Resignation and Removal. a) Each
officer shall be appointed by the Board and shall hold office for such term as
may be determined by the Board. Each officer shall hold office until his
successor has been appointed and qualified or his earlier death or resignation
or removal in the manner hereinafter provided. The Board may require any officer
to give security for the faithful performance of his duties.

                  (b)      Any officer may resign at any time by giving written
notice to the Board, the Chairman, the President or the Secretary. Such
resignation shall take effect at the time specified in such notice or, if the
time be not specified, upon receipt thereof by the Board, the Chairman, the
President or the Secretary, as the case may be. Unless otherwise specified
therein, acceptance of such resignation shall not be necessary to make it
effective.

                                      - 6 -



                  (c)      All officers and agents appointed by the Board shall
be subject to removal, with or without cause, at any time by the Board or by the
action of the recordholders of a majority of the Shares entitled to vote
thereon.

                  SECTION 4.04. Vacancies. Any vacancy occurring in any office
of the Corporation, for any reason, shall be filled by action of the Board.
Unless earlier removed pursuant to Section 4.03 hereof, any officer appointed by
the Board to fill any such vacancy shall serve only until such time as the
unexpired term of his predecessor expires unless reappointed by the Board.

                  SECTION 4.05. The Chief Executive Officer. The Chief Executive
Officer shall be the chief executive of the Corporation and shall have general
and active management and control of the business and affairs of the
Corporation, subject to the control of the Board, and shall see that all orders
and resolutions of the Board are carried into effect. The Chief Executive
Officer shall perform all duties incident to the office of Chief Executive
Officer and all such other duties as may from time to time be assigned to him by
the Board or these By-laws.

                  SECTION 4.06. The President. The President shall be the chief
operating officer of the Corporation and shall have general and active
management and control of the business and affairs of the Corporation, subject
to the control of the Board and the Chief Executive Officer, and, at the
direction of the Chief Executive Officer, effectuate all orders and resolutions
of the Board. The President shall perform all duties incident to the office of
President and all such other duties as may from time to time be assigned to him
by the Board or these By-laws.

                  SECTION 4.07. Vice Presidents. Vice Presidents, if any, in
order of their seniority or in-any other order determined by the Board, shall
generally assist the President and perform such other duties as the Board or the
President shall prescribe, and in the absence or disability of the President,
shall perform the duties and exercise the powers of the President.

                  SECTION 4.08. The Secretary. The Secretary shall, to the
extent practicable, attend all meetings of the Board and all meetings of
Stockholders and shall record all votes and the minutes of all proceedings in a
book to be kept for that purpose, and shall perform the same duties for any
committee of the Board when so requested by such committee. He shall give or
cause to be given notice of all meetings of Stockholders and of the Board, shall
perform such other duties as may be prescribed by the Board, the Chairman or the
President and shall act under the supervision of the Chairman. He shall keep in
safe custody the seal of the Corporation and affix the same to any instrument
that requires that the seal be affixed to it and which shall have been duly
authorized for signature in the name of the Corporation and, when so affixed,
the seal shall be attested by his signature or by the signature of the Treasurer
of the Corporation (the "Treasurer") or an Assistant Secretary or Assistant
Treasurer of the Corporation. He shall keep in safe custody the certificate
books and stockholder records and such other books and records of the
Corporation as the Board, the Chairman or the President may direct and shall
perform all other duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Board, the Chairman or
the President.

                  SECTION 4.09. Assistant Secretaries. Assistant Secretaries of
the Corporation ("Assistant Secretaries"), if any, in order of their seniority
or in any other order determined by

                                      - 7 -



the Board, shall generally assist the Secretary and perform such other duties as
the Board or the Secretary shall prescribe, and, in the absence or disability of
the Secretary, shall perform the duties and exercise the powers of the
Secretary.

                  SECTION 4.10. The Treasurer. The Treasurer shall have the care
and custody of all the funds of the Corporation and shall deposit such funds in
such banks or other depositories as the Board, or any officer or officers, or
any officer and agent jointly, duly authorized by the Board, shall, from time to
time, direct or approve. He shall disburse the funds of the Corporation under
the direction of the Board and the President. He shall keep a full and accurate
account of all moneys received and paid on account of the Corporation and shall
render a statement of his accounts whenever the Board, the Chairman or the
President shall so request. He shall perform all other necessary actions and
duties in connection with the administration of the financial affairs of the
Corporation and shall generally perform all the duties usually appertaining to
the office of treasurer of a corporation. When required by the Board, he shall
give bonds for the faithful discharge of his duties in such sums and with such
sureties as the Board shall approve.

                  SECTION 4.11. Assistant Treasurers. Assistant Treasurers of
the Corporation ("Assistant Treasurers"), if any, in order of their seniority or
in any other order determined by the Board, shall generally assist the Treasurer
and perform such other duties as the Board or the Treasurer shall prescribe,
and, in the absence or disability of the Treasurer, shall perform the duties and
exercise the powers of the Treasurer.

                                    ARTICLE V
                       CHECKS, DRAFTS, NOTES, AND PROXIES

                  SECTION 5.01. Checks, Drafts and Notes. All checks, drafts and
other orders for the payment of money, notes and other evidences of indebtedness
issued in the name of the Corporation shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as shall be
determined, from time to time, by resolution of the Board.

                  SECTION 5.02. Execution of Proxies. The Chairman or the
President, or, in the absence or disability of both of them, any Vice President,
may authorize, from time to time, the execution and issuance of proxies to vote
shares of stock or other securities of other corporations held of record by the
Corporation and the execution of consents to action taken or to be taken by any
such corporation. All such proxies and consents, unless otherwise authorized by
the Board, shall be signed in the name of the Corporation by the Chairman, the
President or any Vice President.

                                   ARTICLE VI
                         SHARES AND TRANSFERS OF SHARES

                  SECTION 6.01. Certificates Evidencing Shares. Shares shall be
evidenced by certificates in such form or forms as shall be approved by the
Board. Certificates shall be issued in consecutive order and shall be numbered
in the order of their issue, and shall be signed by the

                                      - 8 -



Chairman, the President or any Vice President and by the Secretary, any
Assistant Secretary, the Treasurer or any Assistant Treasurer. If such a
certificate is manually signed by one such officer, any other signature on the
certificate may be a facsimile. In the event any such officer who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to hold such office or to be employed by the Corporation before such certificate
is issued, such certificate may be issued by the Corporation with the same
effect as if such officer had held such office on the date of issue.

                  SECTION 6.02. Stock Ledger. A stock ledger in one or more
counterparts shall be kept by the Secretary, in which shall be recorded the name
and address of each person, firm or corporation owning the Shares evidenced by
each certificate evidencing Shares issued by the Corporation, the number of
Shares evidenced by each such certificate, the date of issuance thereof and, in
the case of cancellation, the date of cancellation. Except as otherwise
expressly required by law, the person in whose name Shares stand on the stock
ledger of the Corporation shall be deemed the owner and recordholder thereof for
all purposes.

                  SECTION 6.03. Transfers of Shares. Registration of transfers
of Shares shall be made only in the stock ledger of the Corporation upon request
of the registered holder of such shares, or of his attorney thereunto authorized
by power of attorney duly executed and filed with the Secretary, and upon the
surrender of the certificate or certificates evidencing such Shares properly
endorsed or accompanied by a stock power duly executed, together with such proof
of the authenticity of signatures as the Corporation may reasonably require.

                  SECTION 6.04. Addresses of Stockholders. Each Stockholder
shall designate to the Secretary an address at which notices of meetings and all
other corporate notices may be served or mailed to such Stockholder, and, if any
Stockholder shall fail to so designate such an address, corporate notices may be
served upon such Stockholder by mail directed to the mailing address, if any, as
the same appears in the stock ledger of the Corporation or at the last known
mailing address of such Stockholder.

                  SECTION 6.05. Lost, Destroyed and Mutilated Certificates. Each
recordholder of Shares shall promptly notify the Corporation of any loss,
destruction or mutilation of any certificate or certificates evidencing any
Share or Shares of which he is the recordholder. The Board may, in its
discretion, cause the Corporation to issue a new certificate in place of any
certificate theretofore issued by it and alleged to have been mutilated, lost,
stolen or destroyed, upon the surrender of the mutilated certificate or, in the
case of loss, theft or destruction of the certificate, upon satisfactory proof
of such loss, theft or destruction, and the Board may, in its discretion,
require the recordholder of the Shares evidenced by the lost, stolen or
destroyed certificate or his legal representative to give the Corporation a bond
sufficient to indemnify the Corporation against any claim made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

                  SECTION 6.06. Regulations. The Board may make such other rules
and regulations as it may deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer and registration of certificates evidencing
Shares.

                                      - 9 -



                  SECTION 6.07. Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the Stockholders entitled to
notice of or to vote at any meeting of Stockholders or any adjournment thereof,
or to express consent to, or to dissent from, corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board may fix, in advance, a record date, which
shall not be more than 60 nor less than 10 days before the date of such meeting,
nor more than 60 days prior to any other such action. A determination of the
Stockholders entitled to notice of or to vote at a meeting of Stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.

                                   ARTICLE VII
                                      SEAL

                  SECTION 7.01. Seal. The Board may approve and adopt a
corporate seal, which shall be in the form of a circle and shall bear the full
name of the Corporation, the year of its incorporation and the words "Corporate
Seal Delaware".

                                  ARTICLE VIII
                                   FISCAL YEAR

                  SECTION 8.01. Fiscal Year. The fiscal year of the Corporation
shall end on the thirty-first day of December of each year unless changed by
resolution of the Board.

                                   ARTICLE IX
                          INDEMNIFICATION AND INSURANCE

                  SECTION 9.01. Indemnification. (a) The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contenders or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not

                                     - 10 -



opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

                  (b)      The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.

                  (c)      To the extent that a director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 9.01 (a) and
(b) of these By-laws, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

                  (d)      Any indemnification under Section 9.01 (a) and (b) of
these By-laws (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in Section 9.01(a) and
(b) of these By-laws. Such determination shall be made (i) by the Board by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders of the
Corporation.

                  (e)      Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation pursuant to this Article IX. Such expenses
(including attorneys' fees) incurred by other employees and agents maybe so paid
upon such terms and conditions, if any, as the Board deems appropriate.

                  (f)      The indemnification and advancement of expenses
provided by, or granted pursuant to, other Sections of this Article IX shall not
be deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any law,

                                      - 11 -



by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in an official capacity and as to action in another capacity
while holding such office.

                  (g)      For purposes of this Article IX, references to "the
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article IX with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

                  (h)      For purposes of this Article IX, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves service by, such director,
officer, employee or agent with respect to any employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article IX.

                  (i)      The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article IX shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                  SECTION 9.02. Insurance for Indemnification. The Corporation
may purchase and maintain 'insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of Section 145 of the General Corporation Law.

                                    ARTICLE X
                                   AMENDMENTS

                  SECTION 10.01. Amendments. Any By-law (including these
By-laws) may be adopted, amended or repealed by the vote of the recordholders of
a majority of the Shares then entitled to vote at an election of Directors or by
written consent of Stockholders pursuant to

                                     - 12 -



Section 2.09 hereof, or by vote of the Board or by a written consent of
Directors pursuant to Section 3.08 hereof.

                                     - 13 -

EX-3.11

                                                                    EXHIBIT 3.11

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                           PACKARD BIOSCIENCE COMPANY

         PACKARD BIOSCIENCE COMPANY, a corporation incorporated under the
General Corporation Law of Delaware (the "Corporation"), hereby amends and
restates its Certificate of Incorporation, which was originally filed with the
Secretary of State on August 8, 1975 under the name Canberra Industries, Inc.,
and amended and restated on March 21, 2000, as follows:

         FIRST: The name of the corporation is Packard BioScience Company.

         SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle;
and the name of the registered agent of the Corporation is the State of Delaware
at such address is Corporation Service Company.

         THIRD: A. The nature of the business to be conducted and the purposes
to be promoted by the Corporation are as follows:

                           1.       To engage in the development, manufacture,
use, sale, purchase, and distribution of electronic or mechanical equipment,
products, instruments and machinery.

                                    2.       To engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

                           B.       The Corporation shall have all powers
granted by law and all powers granted under the General Corporation Law of the
State of Delaware.

         FOURTH:           A.       The total number and classes of shares of
stock which the Corporation shall have authority to issue is (a) Two Hundred
Million (200,000,000) shares of Common Stock, all of which arc $.002 par value
and (b) One Million (1,000,000) shares of Preferred Stock, all of which are $.01
par value.

                           B.       Shares of Preferred Stock may be issued from
time to time in one or more series. The Board of Directors is hereby authorized
to fix the voting rights, if any, designations, preferences and the relative,
participating, optional or other rights, if any, and the qualifications,
limitations or restrictions thereof, of any unissued shares of Preferred Stock;
and to fix the number of shares constituting such series, and to increase or
decrease the number of shares of any such series (but not the number of shares
thereof then outstanding).

                           C.       There shall be no preemptive rights granted
to any stockholder.

                           D.       Except as otherwise provided by law, or by
the resolution or resolutions adopted by the Board of Directors designating the
rights, powers and preferences or




any series of Preferred Stock, the Common Stock shall have the exclusive right
to vote for the election of directors and for all other purposes. Each share of
Common Stock shall have one vote, and the Common Stock shall vote together as a
single class. There shall be no cumulative voting rights granted to any
stockholder.

         FIFTH: The Corporation is to have perpetual existence.

         SIXTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:

                  1.       The management of the business and the conduct of the
affairs of the Corporation shall be vested in its Board of Directors. The number
of directors which shall constitute the whole Board of Directors shall be fixed
by, or in the manner provided in, the By-Laws. The phrase "whole Board" and the
phrase "total number of directors" shall be deemed to have the same meaning, to
wit, the total number of directors which the Corporation would have if there
were no vacancies. No election of directors need be by written ballot.

                  2.       In furtherance and not in limitation of the powers
conferred by law, the Board of Directors is expressly authorized and empowered
to make, alter and repeal the By-Laws of the Corporation by a majority vote at
any regular or special meeting of the Board of Directors or by written consent.

         SEVENTH:          1.       The Corporation shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in another capacity while holding such
office, and shall continue as to a person who had ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

                           2.       No director shall he personally liable to
the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty by such director in his capacity as a director; provided,
however, that a director shall be liable to the extent provided by applicable
law (i) for the breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit.

                           3.       Expenses incurred by an officer or director
of the Corporation in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such officer or director to repay such amount if it shall be ultimately

                                      - 2 -



determined that such officer or director is not entitled to be indemnified by
the Corporation as authorized by the Delaware General Corporation Law. Such
expenses incurred by other employees and agents of the Corporation may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

                           4.       No amendment to or repeat of this Article
SEVENTH shall apply to or have any effect on the liability or alleged liability
of any director of the Corporation for or with respect to any acts or omissions
of such director occurring prior to such amendment or repeal, nor shall any such
amendment or repeal have any adverse effect on the right to indemnification or
the obligation of the Corporation to pay in advance expenses incurred by an
officer or director of the Corporation in defending any action, suit or
proceeding arising out of or with respect to any acts or omissions occurring
prior to such amendment or repeal.

         EIGHTH: From time to time any of the provisions of this Certificate of
Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article EIGHTH.

                                      - 3 -



         IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation, which restates and integrates and further amends the provisions
of the Amended and Restated Certificate of Incorporation of this Corporation,
and which has been duly adopted in accordance with Sections 242 and 245 of the
Delaware General Corporation Law has been executed by its duty authorized
officer and attested this 19th day of April, 2000.

Attest:                                        PACKARD BIOSCIENCE COMPANY

         /s/ Timothy O. White, Jr.             By:    /s/ George Serrano
- ----------------------------------------           ---------------------------
Timothy O. White, Jr.                              George Serrano
Secretary                                          Vice President

STATE OF CONNECTICUT)
                    ) ss. Meriden
COUNTY OF NEW HAVEN )

         On this 19th  day of April, 2000, before me, the undersigned officer,
personally appeared George Serrano, who acknowledged himself to be a Vice
President of Packard BioScience Company, a Delaware corporation, and that he as
such officer, being authorized so to do, executed the foregoing instrument for
the purposes therein contained, by signing the name of the corporation by
himself as such officer, and the said George Serrano acknowledged said
instrument to be the act and deed of said corporation, that his signing is his
act and deed and that the facts stated therein are true.

         IN WITNESS WHEREOF, I hereunto set my hand.

                                              /s/ Jacqueline A. Sheppard
                                       ----------------------------------------

                                       Notary Public
                                       My Commission Expires: 4/30/03

                                       (SEAL)

                                      - 4 -



                              CERTIFICATE OF MERGER

                                       OF

                             PABLO ACQUISITION CORP.
                            (A DELAWARE CORPORATION)

                                  WITH AND INTO

                           PACKARD BIOSCIENCE COMPANY
                            (A DELAWARE CORPORATION)

         Pursuant to Section 251(c) of the General Corporation Law of the State
of Delaware, Packard BioScience Company, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify:

         FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:



Name                                State of Incorporation
- ----                                ----------------------
                                 
Packard BioScience Company                 Delaware
Pablo Acquisition Corp.                    Delaware


         SECOND: That an Agreement and Plan of Merger, dated as of July 13,
2001, by and among PerkinElemer, Inc., a Massachusetts corporation, and the
constituent corporations has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
requirements of Subsection (c) of Section 251 of the General Corporation Law of
the State of Delaware.

         THIRD: That the name of the surviving corporation of the merger is
Packard BioScience Company.

         FOURTH: That the Amended and Restated Certificate of Incorporation of
Packard BioScience Company in effect immediately prior to the merger shall be
the Certificate of Incorporation of the surviving corporation of the merger,
amended so that Article FOURTH of such Certificate of Incorporation reads in its
entirety as follows: "The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 1,000, all of which shall
consist of common stock, $.01 par value per share."

         FIFTH: That the executed Agreement and Plan of Merger is on file at an
office of the surviving corporation. The address of said office is 45 William
Street, Wellesley, MA 02481.



         SIXTH: That a copy of the Agreement and Plan of Merger will be
furnished by the surviving corporation, upon request and without cost, to any
stockholder of any constituent corporation.

         SEVENTH: That this Certificate of Merger shall be effective upon
filing.

         IN WITNESS WHEREOF, Packard BioScience Company has caused this
Certificate to be executed by its duly authorized officer this 13th day of
November, 2001.

                                    PACKARD BIOSCIENCE COMPANY

                                    By: /s/ Timothy O. White, Jr.
                                       -------------------------------
                                       Name: Timothy O. White, Jr.
                                       Title: Vice President

                                      - 2 -



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT
                                       AND
                                REGISTERED OFFICE

                                   * * * * * *

Packard Bioscience Company, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

         That the registered office of the corporation in the state of Delaware
is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle.

         That the registered agent of the corporation is hereby changed to THE
CORPORATION TRUST COMPANY, the business address of which is identical to the
aforementioned registered office as changed.

         That the changes in the registered office and registered agent of the
corporation as set forth herein were duly authorized by resolution of the Board
of Directors of the corporation.

         IN WITNESS WHEREOF, the corporation has caused this Certificate to be
signed by an authorized officer, this 20th day of June, 2002.

                                          /s/ John L. Healey
                                     -----------------------------------------

                                          /s/ Assistant Secretary
                                     -----------------------------------------
                                                                       (Title)
                                     /s/ JOHN L. HEALY

EX-3.12

                                                                    EXHIBIT 3.12

As Amended and Restated
April 18, 2000

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                           PACKARD BIOSCIENCE COMPANY

              Incorporated under the Laws of the State of Delaware
              ====================================================

                                    ARTICLE I

                               OFFICES AND RECORDS

         SECTION 1.1. DELAWARE OFFICE. The principal office of the Corporation
in the State of Delaware shall be located in the City of Wilmington, County of
New Castle, and the name and address of its registered agent is Corporation
Service Company, 1013 Centre Road, Wilmington, Delaware.

         SECTION 1.2. OTHER OFFICES. The Corporation may have such other
offices, either within or without the State of Delaware, as the Board of
Directors may designate or as the business of the Corporation may from time to
time require.

         SECTION 1.3. BOOKS AND RECORDS. The books and records of the
Corporation may be kept outside the State of Delaware at such place or places as
may from time to time be designated by the Board of Directors.

                                   ARTICLE II

                                  STOCKHOLDERS

         SECTION 2.1. ANNUAL MEETING. The annual meeting of the stockholders of
the Corporation shall be held on such date and at such place and time as may be
fixed by resolution of the Board of Directors.

         SECTION 2.2. SPECIAL MEETING. Subject to the rights of the holders of
any series of stock having a preference over the Common Stock of the Corporation
as to dividends or upon liquidation ("Preferred Stock") with respect to such
series of Preferred Stock, special meetings of the stockholders may be called
only by the Chairman of the Board of Directors or by the Board



of Directors pursuant to a resolution adopted by a majority of the total number
of directors which the Corporation would have if there were no vacancies (the
"Whole Board").

         SECTION 2.3. PLACE OF MEETING. The Board of Directors or the Chairman
of the Board of Directors, as the case may be, may designate the place of
meeting for any annual meeting or for any special meeting of the stockholders
called by the Board of Directors or the Chairman of the Boardof Directors. If no
designation is so made, the place of meeting shall be the principal office of
the Corporation.

         SECTION 2.4. NOTICE OF MEETING. Written or printed notice, stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered by the Corporation not less than ten (10)
days nor more than sixty (60) days before the date of the meeting, either
personally or by mail, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail with postage thereon prepaid, addressed to the
stockholder at his address as it appears on the stock transfer books of the
Corporation. Such further notice shall be given as may be required by law. Only
such business shall be conducted at a special meeting of stockholders as shall
have been brought before the meeting pursuant to the Corporation's notice of
meeting. Meetings may be held without notice if all stockholders entitled to
vote are present, or if notice is waived by those not present in accordance with
Section 6.4 of these By-Laws. Any previously scheduled meeting of the
stockholders may be postponed, and (unless the Amended and Restated Certificate
of Incorporation of the Corporation (the "Certificate of Incorporation")
otherwise provides) any special meeting of the stockholders may be cancelled, by
resolution of the Board of Directors upon public notice given prior to the date
previously scheduled for such meeting of stockholders.

         SECTION 2.5. QUORUM AND ADJOURNMENT. Except as otherwise provided by
law or the Certificate of Incorporation, the holders of a majority of the
outstanding shares of the Corporation entitled to vote generally in the election
of directors (the "Voting Stock"), represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders, except that when specified
business is to be voted on by a class or series of stock voting as a class, the
holders of a majority of the shares of such class or series shall constitute a
quorum of such class or series for the transaction of such business. The
Chairman of the meeting or a majority of the shares so represented may adjourn
the meeting from time to time, whether or not there is such a quorum. No notice
of the time and place of adjourned meetings need be given except as required by
law. The stockholders present at a duly called meeting at which a quorum is
present may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

         SECTION 2.6. PROXIES. At all meetings of stockholders, a stockholder
may vote by proxy executed in writing (or in such manner prescribed by the
General Corporation Law of the State of Delaware) by the stockholder, or by his
duly authorized attorney in fact.

         SECTION 2.7. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

         (A)      ANNUAL MEETINGS OF STOCKHOLDERS. (1) Nominations of persons
for election to the Board of Directors of the Corporation and the proposal of
business to be



considered by the stockholders may be made at an annual meeting
of stockholders (a) pursuant to the Corporation's notice of meeting, (b) by or
at the direction of the Board of Directors or (c) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this By-Law, who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this By-Law.

                  (2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(A) (1) of this By-Law, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must be a
proper matter for stockholder action. To be timely, a stockholder's notice shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 90th day nor earlier
than the close of business on the 120th day prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 120th day prior to such
annual meeting and not later than the close of business on the later of the 90th
day prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made. In no event shall
the public announcement of an adjournment of an annual meeting commence a new
time period for the giving of a stockholder's notice as described above. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (b) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the class and number
of shares of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.

                  (3) Notwithstanding anything in the second sentence of
paragraph (A) (2) of this By-Law to the contrary, in the event that the number
of directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
Corporation at least 100 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this By-Law shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.


         (B)      SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) by any stockholder of the Corporation who is a stockholder of
record at the time of giving of notice provided for in this By-Law, who shall be
entitled to vote at the meeting and who complies with the notice procedures set
forth in this By-Law. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder may nominate a person or persons (as the case
may be), for election to such position(s) as specified in the Corporation's
notice of meeting, if the stockholder's notice required by paragraph (A) (2) of
this By-Law shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the close of business on the 120th
day prior to such special meeting and not later than the close of business on
the later of the 90th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for the giving of a
stockholder's notice as described above.

         (C)      GENERAL. (1) Only such persons who are nominated in accordance
with the procedures set forth in this By-Law shall be eligible to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this By-Law. Except as otherwise provided by law, the Certificate
of Incorporation or the By-Laws of the Corporation, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made, or proposed, as the case may
be, in accordance with the procedures set forth in this By-Law and, if any
proposed nomination or business is not in compliance with this By-Law, to
declare that such defective proposal or nomination shall be disregarded.

                  (2) For purposes of this By-Law, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

                  (3) Notwithstanding the foregoing provisions of this By-Law, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this By-Law. Nothing in this By-Law shall be deemed to affect any
rights of (i) stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) the holders of any series of Preferred Stock to elect directors under
specified circumstances.

         SECTION 2.8. PROCEDURE FOR ELECTION OF DIRECTORS; REQUIRED VOTE.
Election of directors at all meetings of the stockholders at which directors are
to be elected shall be by ballot, and, subject to the rights of the holders of
any series of Preferred Stock to elect directors under specified circumstances,
a plurality of the votes cast thereat shall elect directors.



Except as otherwise provided by law, the Certificate of Incorporation or these
By-Laws, in all matters other than the election of directors, the affirmative
vote of a majority of the shares present in person or represented by proxy at
the meeting and entitled to vote on the matter shall be the act of the
stockholders.

         SECTION 2.9. INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS.
The Board of Directors by resolution shall appoint one or more inspectors, which
inspector or inspectors may include individuals who serve the Corporation in
other capacities, including, without limitation, as officers, employees, agents
or representatives, to act at the meetings of stockholders and make a written
report thereof. One or more persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of stockholders, the Chairman of
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspectors shall have the
duties prescribed by law.

         The Chairman of the meeting shall fix and announce at the meeting the
date and time of the opening and the closing of the polls for each matter upon
which the stockholders will vote at a meeting.

         SECTION 2.10. RECORD DATE FOR ACTION BY WRITTEN CONSENT. In order that
the Corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors. Any stockholder of record
seeking to have the stockholders authorize or take corporate action by written
consent shall, by written notice to the Secretary, request the Board of
Directors to fix a record date. The Board of Directors shall promptly, but in
all events within 10 days after the date on which such a request is received,
adopt a resolution fixing the record date. If no record date has been fixed by
the Board of Directors within 10 days of the date on which such a request is
received, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in Delaware,
its principal place of business or to any officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the Board of
Directors adopts the resolution taking such prior action.

         SECTION 2.11. INSPECTORS OF WRITTEN CONSENT. In the event of the
delivery, in the manner provided by Section 2.10, to the Corporation of the
requisite written consent or consents to take corporate action and/or any
related revocation or revocations, the Corporation



shall engage nationally recognized independent inspectors of elections for the
purpose of promptly performing a ministerial review of the validity of the
consents and revocations. For the purpose of permitting the inspectors to
perform such review, no action by written consent without a meeting shall be
effective until such date as the independent inspectors certify to the
Corporation that the consents delivered to the Corporation in accordance with
Section 2.10 represent at least the minimum number of votes that would be
necessary to take the corporate action. Nothing contained in this paragraph
shall in any way be construed to suggest or imply that the Board of Directors or
any stockholder shall not be entitled to contest the validity of any consent or
revocation thereof, whether before or after such certification by the
independent inspectors, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such litigation).

         SECTION 2.12. EFFECTIVENESS OF WRITTEN CONSENT. Every written consent
shall bear the date of signature of each stockholder who signs the consent and
no written consent shall be effective to take the corporate action referred to
therein unless, within 60 days of the earliest dated written consent received in
accordance with Section 2.10, a written consent or consents signed by a
sufficient number of holders to take such action are delivered to the
Corporation in the manner prescribed in Section 2.10.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         SECTION 3.1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors. In
addition to the powers and authorities by these By-Laws expressly conferred upon
them, the Board of Directors may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these By-Laws required to be exercised or done by the
stockholders.

         SECTION 3.2. NUMBER, TENURE AND QUALIFICATIONS. Subject to the rights
of the holders of any series of Preferred Stock to elect directors under
specified circumstances, the number of directors shall be fixed from time to
time exclusively pursuant to a resolution adopted by a majority of the Whole
Board. In the absence of such resolution, the Board of Directors shall consist
of at least three (3), and no more than twelve (12), directors. The term of
office of each of the directors elected at any annual meeting of stockholders
shall be three (3) years, with each director to hold office until his or her
successor shall have been duly elected and qualified. A director may, but need
not, be a stockholder of the Corporation.

         SECTION 3.3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law immediately after,
and at the same place as, the Annual Meeting of Stockholders. The Board of
Directors may, by resolution, provide the time and place for the holding of
additional regular meetings without other notice than such resolution.



         SECTION 3.4. SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be called at the request of the Chairman of the Board of
Directors, the President or a majority of the Board of Directors then in office.
The person or persons authorized to call special meetings of the Board of
Directors may fix the place and time of the meetings.

         SECTION 3.5. NOTICE. Notice of any special meeting of directors shall
be given to each director at his business or residence in writing by hand
delivery, first-class or overnight mail or courier service, telegram or
facsimile transmission, or orally by telephone. If mailed by first-class mail,
such notice shall be deemed adequately delivered when deposited in the United
States mails so addressed, with postage thereon prepaid, at least five (5) days
before such meeting. If by telegram, overnight mail or courier service, such
notice shall be deemed adequately delivered when the telegram is delivered to
the telegraph company or the notice is delivered to the overnight mail or
courier service company at least twenty-four (24) hours before such meeting. If
by facsimile transmission, such notice shall be deemed adequately delivered when
the notice is transmitted at least twelve (12) hours before such meeting. If by
telephone or by hand delivery, the notice shall be given at least twelve (12)
hours prior to the time set for the meeting. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice of such meeting, except for
amendments to these By-Laws, as provided under Section 8.1. A meeting may be
held at any time without notice if all the directors are present or if those not
present waive notice of the meeting in accordance with Section 6.4 of these
By-Laws.

         SECTION 3.6. ACTION BY CONSENT OF BOARD OF DIRECTORS. Any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if all members of the Board
or committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

         SECTION 3.7. CONFERENCE TELEPHONE MEETINGS. Members of the Board of
Directors, or any committee thereof, may participate in a meeting of the Board
of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

         SECTION 3.8. QUORUM. Subject to Section 3.9, a whole number of
directors equal to at least a majority of the Whole Board shall constitute a
quorum for the transaction of business, but if at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of the directors
present may adjourn the meeting from time to time without further notice. The
act of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. The directors present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.

         SECTION 3.9. VACANCIES. Subject to applicable law and the rights of the
holders of any series of Preferred Stock with respect to such series of
Preferred Stock, and unless the Board of Directors otherwise determines,
vacancies resulting from death, resignation, retirement, disqualification,
removal from office or other cause, and newly created directorships resulting



from any increase in the authorized number of directors, may be filled only by
the affirmative vote of a majority of the remaining directors, though less than
a quorum of the Board of Directors, and directors so chosen shall hold office
for a term expiring at the annual meeting of stockholders at which the term of
office of the class to which they have been elected expires and until such
director's successor shall have been duly elected and qualified. No decrease in
the number of authorized directors constituting the Whole Board shall shorten
the term of any incumbent director.

         SECTION 3.10. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors
may, by resolution adopted by a majority of the Whole Board, designate an
Executive Committee to exercise, subject to applicable provisions of law, all
the powers of the Board in the management of the business and affairs of the
Corporation when the Board is not in session, including without limitation the
power to declare dividends, to authorize the issuance of the Corporation's
capital stock and to adopt a certificate of ownership and merger pursuant to
Section 253 of the General Corporation Law of the State of Delaware, and may, by
resolution similarly adopted, designate one or more other committees. The
Executive Committee and each such other committee shall consist of two or more
directors of the Corporation. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. Any such committee, other than the
Executive Committee (the powers of which are expressly provided for herein), may
to the extent permitted by law exercise such powers and shall have such
responsibilities as shall be specified in the designating resolution. In the
absence or disqualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another
member of the Board to act at the meeting in the place of any such absent or
disqualified member. Each committee shall keep written minutes of its
proceedings and shall report such proceedings to the Board when required.

         A majority of any committee may determine its action and fix the time
and place of its meetings, unless the Board shall otherwise provide. Notice of
such meetings shall be given to each member of the committee in the manner
provided for in Section 3.5 of these By-Laws. The Board shall have power at any
time to fill vacancies in, to change the membership of, or to dissolve any such
committee. Nothing herein shall be deemed to prevent the Board from appointing
one or more committees consisting in whole or in part of persons who are not
directors of the Corporation; PROVIDED, HOWEVER, that no such committee shall
have or may exercise any authority of the Board.

         SECTION 3.11. REMOVAL. Subject to the rights of the holders of any
series of Preferred Stock with respect to such series of Preferred Stock, any
director, or the entire Board of Directors, may be removed from office at any
time, but only for cause and only by the affirmative vote of the holders of at
least 80 percent of the voting power of all of the then-outstanding shares of
Voting Stock, voting together as a single class.

         SECTION 3.12. RECORDS. The Board of Directors shall cause to be kept a
record containing the minutes of the proceedings of the meetings of the Board
and of the stockholders, appropriate stock books and registers and such books of
records and accounts as may be necessary for the proper conduct of the business
of the Corporation.



                                   ARTICLE IV

                                    OFFICERS

         SECTION 4.1. ELECTED OFFICERS. The elected officers of the Corporation
shall be a Chairman of the Board of Directors, a President, a Secretary, a
Treasurer, one or more Vice Presidents, and such other officers (including,
without limitation, a Chief Financial Officer) as the Board of Directors from
time to time may deem proper. The Chairman of the Board of Directors shall be
chosen from among the directors, and may, but need not, be an officer of the
Corporation. All officers elected by the Board of Directors shall each have such
powers and duties as generally pertain to their respective offices, subject to
the specific provisions of this ARTICLE IV, or as may be prescribed from time to
time by the Board of Directors. Such officers shall also have such powers and
duties as from time to time may be conferred by the Board of Directors or by any
committee thereof. The Board or any committee thereof may from time to time
elect, or the Chairman of the Board of Directors or the President may appoint,
such other officers (including one or more Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers, and Assistant Controllers) and such agents,
as may be necessary or desirable for the conduct of the business of the
Corporation. Such other officers and agents shall have such duties and shall
hold their offices for such terms as shall be provided in these By-Laws or as
may be prescribed by the Board or such committee or by the Chairman of the Board
of Directors or the President, as the case may be.

         SECTION 4.2. ELECTION AND TERM OF OFFICE. The elected officers of the
Corporation shall be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held after the annual meeting of the
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient. Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified or until his death or until he shall resign, but any officer may be
removed from office at any time by the affirmative vote of a majority of the
Whole Board or, except in the case of an officer or agent elected by the Board,
by the Chairman of the Board of Directors or the President. Such removal shall
be without prejudice to the contractual rights, if any, of the person so
removed.

         SECTION 4.3. CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors shall preside at all meetings of the stockholders and of the Board of
Directors and shall be the Chief Executive Officer of the Company. The Chairman
of the Board of Directors shall be responsible for the general management of the
affairs of the Corporation and shall perform all duties incidental to his office
which may be required by law and all such other duties as are properly required
of him by the Board of Directors. He shall make reports to the Board of
Directors and the stockholders, and shall see that all orders and resolutions of
the Board of Directors and of any committee thereof are carried into effect. The
Chairman of the Board of Directors may also serve as President, if so elected by
the Board.

         SECTION 4.4. PRESIDENT. The President shall act in a general executive
capacity and shall assist the Chairman of the Board of Directors in the
administration and operation of the Corporation's business and general
supervision of its policies and affairs. The President shall, in the absence of
or because of the inability to act of the Chairman of the Board of Directors,



perform all duties of the Chairman of the Board of Directors and preside at all
meetings of stockholders and of the Board of Directors.

         SECTION 4.5. VICE-PRESIDENTS. Each Vice President shall have such
powers and shall perform such duties as shall be assigned to him by the Board of
Directors.

         SECTION 4.6. CHIEF FINANCIAL OFFICER. The Chief Financial Officer (if
any) shall be a Vice President and act in an executive financial capacity. He
shall assist the Chairman of the Board of Directors and the President in the
general supervision of the Corporation's financial policies and affairs.

         SECTION 4.7. TREASURER. The Treasurer shall exercise general
supervision over the receipt, custody and disbursement of corporate funds. The
Treasurer shall cause the funds of the Corporation to be deposited in such banks
as may be authorized by the Board of Directors, or in such banks as may be
designated as depositaries in the manner provided by resolution of the Board of
Directors. He shall have such further powers and duties and shall be subject to
such directions as may be granted or imposed upon him from time to time by the
Board of Directors, the Chairman of the Board of Directors or the President.

         SECTION 4.8. SECRETARY. The Secretary shall keep or cause to be kept in
one or more books provided for that purpose, the minutes of all meetings of the
Board, the committees of the Board and the stockholders; he shall see that all
notices are duly given in accordance with the provisions of these By-Laws and as
required by law; he shall be custodian of the records and the seal of the
Corporation (except to the extent some other person is authorized to have
custody and possession thereof by resolution of the Board of Directors) and
affix and attest the seal to all stock certificates of the Corporation (unless
the seal of the Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other documents to be
executed on behalf of the Corporation under its seal; and he shall see that the
books, reports, statements, certificates and other documents and records
required by law to be kept and filed are properly kept and filed; and in
general, he shall perform all the duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him by the Board, the
Chairman of the Board of Directors or the President.

         SECTION 4.9. REMOVAL AND COMPENSATION. Any officer elected, or agent
appointed, by the Board of Directors may be removed by the affirmative vote of a
majority of the Whole Board whenever, in their judgment, the best interests of
the Corporation would be served thereby. Any officer or agent appointed by the
Chairman of the Board of Directors or the President may be removed by him
whenever, in his judgment, the best interests of the Corporation would be served
thereby. The officers shall receive such salary or compensation as may be
determined by the Compensation Committee, or in the absence of such a committee,
by the Board of Directors. No elected officer shall have any contractual rights
against the Corporation for compensation by virtue of such election beyond the
date of the election of his successor, his death, his resignation or his
removal, whichever event shall first occur, except as otherwise provided in an
employment contract or under an employee deferred compensation plan.



         SECTION 4.10. VACANCIES. A newly created elected office and a vacancy
in any elected office because of death, resignation, or removal may be filled by
the Board of Directors for the unexpired portion of the term at any meeting of
the Board of Directors. Any vacancy in an office appointed by the Chairman of
the Board of Directors or the President because of death, resignation, or
removal may be filled by the Chairman of the Board of Directors or the
President.

                                    ARTICLE V

                        STOCK CERTIFICATES AND TRANSFERS

         SECTION 5.1. STOCK CERTIFICATES AND TRANSFERS. The interest of each
stockholder of the Corporation shall be evidenced by certificates for shares of
stock in such form as the appropriate officers of the Corporation may from time
to time prescribe. The shares of the stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof in person or
by his attorney, upon surrender for cancellation of certificates for at least
the same number of shares, with an assignment and power of transfer endorsed
thereon or attached thereto, duly executed, with such proof of the authenticity
of the signature as the Corporation or its agents may reasonably require.

         The certificates of stock shall be signed, countersigned and registered
in such manner as the Board of Directors may by resolution prescribe, which
resolution may permit all or any of the signatures on such certificates to be in
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.

         SECTION 5.2. LOST, STOLEN OR DESTROYED CERTIFICATES. No certificate for
shares of stock in the Corporation shall be issued in place of any certificate
alleged to have been lost, destroyed or stolen, except on production of such
evidence of such loss, destruction or theft and on delivery to the Corporation
of a bond of indemnity in such amount, upon such terms and secured by such
surety, as the Board of Directors or any financial officer may in its or his
discretion require.

                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

         SECTION 6.1. FISCAL YEAR. The fiscal year of the Corporation shall
begin on the first day of January and end on the thirty-first day of December of
each year.

         SECTION 6.2. DIVIDENDS. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and the Certificate of
Incorporation.

         SECTION 6.3. SEAL. The corporate seal shall have enscribed thereon the
words "Corporate Seal", the year of incorporation and around the margin thereof
the words "Packard BioScience Company - Delaware."



         SECTION 6.4. WAIVER OF NOTICE. Whenever any notice is required to be
given to any stockholder or director of the Corporation under the provisions of
the General Corporation Law of the State of Delaware or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. Neither the business to be transacted at, nor the
purpose of, any annual or special meeting of the stockholders or the Board of
Directors or committee thereof need be specified in any waiver of notice of such
meeting.

         SECTION 6.5. AUDITS. The accounts, books and records of the Corporation
shall be audited upon the conclusion of each fiscal year by an independent
certified public accountant selected by the Board of Directors, and it shall be
the duty of the Board of Directors to cause such audit to be done annually.

         SECTION 6.6. RESIGNATIONS. Any director or any officer, whether elected
or appointed, may resign at any time by giving written notice of such
resignation to the Chairman of the Board of Directors, the President, or the
Secretary, and such resignation shall be deemed to be effective as of the close
of business on the date said notice is received by the Chairman of the Board of
Directors, the President, or the Secretary, or at such later time as is
specified therein. No formal action shall be required of the Board of Directors
or the stockholders to make any such resignation effective.

         SECTION 6.7. INDEMNIFICATION AND INSURANCE. (A) The Corporation shall,
to the fullest extent permitted by Section 145 of the General Corporation Law of
the State of Delaware, as the same may be amended and supplemented, indemnify
any and all persons whom it shall have power to indemnify under said section
from and against any and all of the expenses, liabilities or other matters
referred to in or covered by said section, and the indemnification provided for
herein shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under the Certificate of Incorporation or any
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in another capacity while holding such office, and shall continue as
to a person who had ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

         No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director in his capacity as a director; provided, however, that a director shall
be liable to the extent provided by applicable law (i) for the breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

         (B)      To obtain indemnification under this By-Law, a claimant shall
submit to the Corporation a written request, including therein or therewith such
documentation and information as is reasonably available to the claimant and is
reasonably necessary to determine whether and to what extent the claimant is
entitled to indemnification. Upon written request by a claimant for
indemnification pursuant to the first sentence of this paragraph (B), a
determination, if required by applicable law, with respect to the claimant's
entitlement thereto shall be made as follows: (1) if requested by the claimant,
by Independent Counsel (as hereinafter defined), or



(2) if no request is made by the claimant for a determination by Independent
Counsel, (i) by the Board of Directors by a majority vote of a quorum consisting
of Disinterested Directors (as hereinafter defined), or (ii) if a quorum of the
Board of Directors consisting of Disinterested Directors is not obtainable or,
even if obtainable, such quorum of Disinterested Directors so directs, by
Independent Counsel in a written opinion to the Board of Directors, a copy of
which shall be delivered to the claimant, or (iii) if a quorum of Disinterested
Directors so directs, by the stockholders of the Corporation. In the event the
determination of entitlement to indemnification is to be made by Independent
Counsel at the request of the claimant, the Independent Counsel shall be
selected by the Board of Directors unless there shall have occurred within two
years prior to the date of the commencement of the action, suit or proceeding
for which indemnification is claimed a "Change of Control" as defined in the
Packard BioScience Company 2000 Stock Incentive Plan, in which case the
Independent Counsel shall be selected by the claimant unless the claimant shall
request that such selection be made by the Board of Directors. If it is so
determined that the claimant is entitled to indemnification, payment to the
claimant shall be made within 10 days after such determination.

         (C)      If a claim under paragraph (A) of this By-Law is not paid in
full by the Corporation within thirty days after a written claim pursuant to
paragraph (B) of this By-Law has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the General Corporation Law of the
State of Delaware for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors,
Independent Counsel or stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the General Corporation Law of the State of Delaware, nor an actual
determination by the Corporation (including its Board of Directors, Independent
Counsel or stockholders) that the claimant has not met such applicable standard
of conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

         (D)      If a determination shall have been made pursuant to paragraph
(B) of this By-Law that the claimant is entitled to indemnification, the
Corporation shall be bound by such determination in any judicial proceeding
commenced pursuant to paragraph (C) of this By-Law.

         (E)      The Corporation shall be precluded from asserting in any
judicial proceeding commenced pursuant to paragraph (C) of this By-Law that the
procedures and presumptions of this By-Law are not valid, binding and
enforceable and shall stipulate in such proceeding that the Corporation is bound
by all the provisions of this By-Law.

         (F)      Expenses incurred by an officer or director of the Corporation
in defending a civil or criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of



such officer or director to repay such amount if it shall be ultimately
determined that such officer or director is not entitled to be indemnified by
the Corporation as authorized by the Delaware General Corporation Law. Such
expenses incurred by other employees and agents of the Corporation may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

         (G)      The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this By-Law shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Laws, agreement, vote of stockholders or Disinterested
Directors or otherwise.

         (H)      The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the General Corporation Law of the State of Delaware. To the extent that
the Corporation maintains any policy or policies providing such insurance, each
such director or officer, and each such agent or employee to which rights to
indemnification have been granted as provided in paragraph (J) of this By-Law,
shall be covered by such policy or policies in accordance with its or their
terms to the maximum extent of the coverage thereunder for any such director,
officer, employee or agent.

         (I)      The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification, and rights to
be paid by the Corporation the expenses incurred in defending any proceeding in
advance of its final disposition, to any employee or agent of the Corporation to
the fullest extent of the provisions of this By-Law with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.

         (J)      If any provision or provisions of this By-Law shall be held to
be invalid, illegal or unenforceable for any reason whatsoever: (1) the
validity, legality and enforceability of the remaining provisions of this By-Law
(including, without limitation, each portion of any paragraph of this By-Law
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby; and (2) to the fullest extent possible, the
provisions of this By-Law (including, without limitation, each such portion of
any paragraph of this By-Law containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

         (K)      For purposes of this By-Law:

                  (1)      "DISINTERESTED DIRECTOR" means a director of the
         Corporation who is not and was not a party to the matter in respect of
         which indemnification is sought by the claimant.

                  (2)      "INDEPENDENT COUNSEL" means a law firm, a member of
         a law firm, or an independent practitioner, that is experienced in
         matters of corporation law and shall



         include any person who, under the applicable standards of professional
         conduct then prevailing, would not have a conflict of interest in
         representing either the Corporation or the claimant in an action to
         determine the claimant's rights under this By-Law.

         (L)      Any notice, request or other communication required or
permitted to be given to the Corporation under this By-Law shall be in writing
and either delivered in person or sent by telecopy, telex, telegram, overnight
mail or courier service, or certified or registered mail, postage prepaid,
return receipt requested, to the Secretary of the Corporation and shall be
effective only upon receipt by the Secretary.

         (M)      No amendment to or repeal of this By-Law shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal, nor shall any such amendment or
repeal have any adverse effect on the right to indemnification or the obligation
of the Corporation to pay in advance expenses incurred by an officer or director
of the Corporation in defending any action, suit or proceeding arising out of or
with respect to any acts or omissions occurring prior to such amendment or
repeal.

                                   ARTICLE VII

                            CONTRACTS, PROXIES, ETC.

         SECTION 7.1. CONTRACTS. Except as otherwise required by law, the
Certificate of Incorporation or these By-Laws, any contracts or other
instruments may be executed and delivered in the name and on the behalf of the
Corporation by such officer or officers of the Corporation as the Board of
Directors may from time to time direct. Such authority may be general or
confined to specific instances as the Board may determine. The Chairman of the
Board of Directors, the President or any Vice President may execute bonds,
contracts, deeds, leases and other instruments to be made or executed for or on
behalf of the Corporation. Subject to any restrictions imposed by the Board of
Directors or the Chairman of the Board of Directors, the President or any Vice
President of the Corporation may delegate contractual powers to others under his
jurisdiction, it being understood, however, that any such delegation of power
shall not relieve such officer of responsibility with respect to the exercise of
such delegated power.

         SECTION 7.2. PROXIES. Unless otherwise provided by resolution adopted
by the Board of Directors, the Chairman of the Board of Directors, the President
or any Vice President may from time to time appoint an attorney or attorneys or
agent or agents of the Corporation, in the name and on behalf of the
Corporation, to cast the votes which the Corporation may be entitled to cast as
the holder of stock or other securities in any other corporation, any of whose
stock or other securities may be held by the Corporation, at meetings of the
holders of the stock or other securities of such other corporation, or to
consent in writing, in the name of the Corporation as such holder, to any action
by such other corporation, and may instruct the person or persons so appointed
as to the manner of casting such votes or giving such consent, and may execute
or cause to be executed in the name and on behalf of the Corporation and under
its corporate seal or otherwise, all such written proxies or other instruments
as he may deem necessary or proper in the premises.



                                  ARTICLE VIII

                                   AMENDMENTS

         SECTION 8.1. AMENDMENTS. These By-Laws may be altered, amended, or
repealed at any meeting of the Board of Directors or of the stockholders,
provided notice of the proposed change was given in the notice of the meeting
and, in the case of a meeting of the Board of Directors, in a notice given not
less than two days prior to the meeting; PROVIDED, HOWEVER, that, in the case of
amendments by stockholders, notwithstanding any other provisions of these
By-Laws or any provision of law which might otherwise permit a lesser vote or no
vote.

EX-3.13

                                                                    EXHIBIT 3.13


    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:15 PM 03/16/2001
   010132601 - 3362988

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             PERKINELMER LIMS, INC.

         PerkinElmer LIMS, Inc., a corporation organized and existing under the
laws of the state of Delaware, hereby certifies as follows:

         1.       Pursuant to Section 241 and 245 of the General Corporation Law
of the State of Delaware, this Amended and Restated Certificate of Incorporation
restates, integrates and further amends the provisions of the original
Certificate of Incorporation, as amended to the date of this filing. The
original Certificate of Incorporation of this corporation was filed with the
Secretary of State of the State of Delaware on March 1, 2001. This Amended and
Restated Certificate of Incorporation has been duly adopted by the directors of
the corporation. The corporation has not received any payment for any of its
stock.

         2.       The text of the original Certificate of Incorporation, as
amended to the date of this filing, is hereby restated and amended to read in
its entirety as follows:

         FIRST:            The name of the corporation (the "Corporation") is
PerkinElmer LIMS, Inc.

         SECOND:           The address of the Corporation's registered office in
the State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The name of the Corporation's registered agent at such
address is The Corporation Trust Company.

         THIRD:            The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

         FOURTH:           The total number of shares which the Corporation
shall have the authority to issue is Ten-Thousand (10,000) shares. All such
shares are to be without par value.

         FIFTH:            The name and mailing address of the incorporator is
P. Ragan Richard, Suite 701, 445 North Blvd., Baton Rouge, Louisiana 70802.

         SIXTH:            The Corporation shall be managed by, and all
corporate powers shall be vested in, a board of directors, as set from time to
time in the bylaws of the Corporation or a resolution of the board of directors.
Election of directors need not be by written ballot except and to the extent
provided in the by-laws of the Corporation. The board of directors is authorized
to make, alter or repeal the by-laws of the Corporation. The initial board of
directors shall be composed of the following three individuals whose names and
addresses are listed below, to serve until the first annual meeting of
shareholders or until their successors have been



elected and qualified, and the powers of the sole incorporator shall cease and
terminate upon the filing of the Certificate of Incorporation with the Secretary
of State of the State of Delaware.

                                    Terrance L. Carlson
                                    45 William Street
                                    Wellesley, MA 02481

                                    Robert F. Friel
                                    45 William Street
                                    Wellesley, MA 02481

                                    John L. Healy
                                    45 William Street
                                    Wellesley, MA 02481

         SEVENTH:          To the full extent permitted by the General
Corporation Law of the State of Delaware, including without limitation, Section
102(b)(7), or any other applicable laws presently or hereafter in effect, no
director of the Corporation shall be personally liable to the Corporation or its
stockholders for or with respect to any acts or omissions in the performance of
his or her duties as a director of the Corporation. Any repeal or modification
of this Article seventh shall not adversely affect any right or protection of a
director of the Corporation existing immediately prior to such repeal or
modification.

         EIGHTH:           Each person who is or was or had agreed to become a
director or officer of the Corporation, or each such person who is or was
serving or had agreed to serve at the request of the Board of Directors or an
officer of the Corporation as an employee or agent of the Corporation or as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, benefit plan or other enterprise (including the heirs,
executors, administrators and estate of such person), may be indemnified by the
Corporation to the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws as presently or hereafter in
effect and as set forth in the by-laws of the Corporation. Without limiting the
generality or the effect of the foregoing, the Corporation may enter into one or
more agreements with any person which provides for indemnification greater or
different than that provided in this Article. Any repeal or modification of this
Article Eighth shall not adversely affect any right or protection existing
hereunder immediately prior to such repeal or modification.

         NINTH:            In furtherance and not in limitation of the rights,
powers, privileges and discretionary authority granted or conferred by the
General Corporation Law of the State of Delaware or other statutes or laws of
the State of Delaware, the Board of Directors is expressly authorized to make,
alter, amend or repeal the by-laws of the Corporation, without any action on the
part of the stockholders, but the stockholders may make additional by-laws and
may alter, amend or repeat any by-law whether adopted by them or otherwise. The
Corporation may in its by-laws confer powers upon its Board of Directors in
addition to the foregoing and in addition to the powers and authorities
expressly conferred upon the Board of Directors by applicable law.

         TENTH:            The Corporation reserves the right at any time and
from time to time to amend, alter, change or repeal any provisions contained in
this Certificate of Incorporation, and



other provisions authorized by the laws of the State of Delaware at the time in
force may be added or inserted, in the manner now or hereafter prescribed herein
or by applicable law; and all rights, preferences and privileges of whatsoever
nature conferred upon stockholders, directors or any other persons whomsoever by
and pursuant to this Certificate of Incorporation in its present form or
hereafter amended are granted subject to this reservation.

         IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation has been signed under the seal of the Company this 14th day of
March, 2001.

                                    PERKINELMER LIMS, INC.

                                    By:     /s/ Stephen DeFalco
                                        -----------------------------
                                        Name:  Stephen DeFalco
                                        Title: President

[SEAL]

                  Sworn to and Subscribed before me
                     this 15th day of March, 2001.
                        /s/ Geraldine A. Murillo

                          GERALDINE A. MURILLO
                              NOTARY PUBLIC
                  MY COMMISSION EXPIRES:  NOV. 30, 2005



                              Acknowledgment as to
                             PerkinElmer LIMS, Inc.

State of          /s/ Connecticut
         ---------------------------

County of         /s/ Fairfield
          ----------------------------------

         BEFORE ME, the undersigned authority, personally came and appeared
Stephen DeFalco who, being duly sworn, declared and acknowledged before me that
PerkinElmer LIMS, Inc. has not received any payment for any of its stock, that
he is the President of PerkinElmer, LIMS, Inc. and that in such capacity he was
duly authorized by the Board of Directors to and did execute the foregoing
Amended and Restated Certificate of Incorporation on behalf of such corporation,
for the purposes therein expressed, as his and such corporation's free act and
deed, and that the facts stated therein are true.

                                                   /s/ Stephen DeFalco
                                          --------------------------------------
                                          Stephen DeFalco, President

Sworn to and subscribed before me
this 15th day of March, 2001.

         /s/ Geraldine A. Murillo
- ------------------------------------
         NOTARY PUBLIC

                              GERALDINE A. MURILLO
                                  NOTARY PUBLIC
                      MY COMMISSION EXPIRES: NOV. 30, 2005

[SEAL]



                              CERTIFICATE OF MERGER
                                       OF
                     ANALYTICAL AUTOMATION SPECIALISTS, INC.
                                  WITH AND INTO
                             PERKINELMER LIMS. INC.

         The undersigned corporation, acting pursuant to Section 252 of the
Delaware General Corporation Law and Section 112 of the Louisiana Business
Corporation Law, hereby certifies as follows:

         FIRST: That the name and state of incorporation of each of the merging
corporations is as follows:



Name                                           State of Incorporation
- ----                                           ----------------------
                                            
PerkinElmer LIMS, Inc.                                Delaware
Analytical Automation Specialists, Inc.               Louisiana


         SECOND: That an Agreement and Plan of Merger between the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the parties in accordance with the requirements of Section 252 of the
Delaware General Corporation Law and Section 112 of the Louisiana Business
Corporation Law.

         THIRD: That the name of the surviving corporation of the merger is
PerkinElmer LIMS, Inc.

         FOURTH: That the Certificate of Incorporation of PerkinElmer LIMS, Inc.
shall be the Certificate of Incorporation of the surviving corporation.

         FIFTH: That the executed Agreement and Plan of Merger is on file at the
principal place of business of PerkinElmer LIMS, Inc., located at 761 Main
Avenue, Norwalk, CT 06859.

         SIXTH: That a copy of the Agreement and Plan of Merger will be
furnished by PerkinElmer LIMS, Inc., on request and without cost, to any
stockholder of either party to the merger.

         SEVENTH: This Certificate of Merger shall be effective on the date of
its filing with the Secretaries of State of the States of Delaware and
Louisiana.

         EIGHTH: The authorized capital stock of the foreign corporation which
is a party to the merger is as follows:




     Corporation           Class        Number of Shares           Par Value
     -----------           -----        ----------------           ---------
                                                          
Analytical Automation      Common             100                     None
Specialists, Inc.


         This Certificate of Merger is executed by PerkinElmer LIMS, Inc.,
acting through its President, on the date indicated below.

                                                   PerkinElmer LIMS, Inc.

Attest:          /s/ Phillip Ayers                 By:      /s/ Stephen DeFalco
        -----------------------------------            -------------------------
        Phillip Ayers                                       Stephen DeFalco
        Secretary                                           President

Dated:           /s/ March 29, 2001
        -----------------------------------



                              Acknowledgment as to
                             PerkinElmer LIMS, Inc.

State of          /s/ Connecticut
        ------------------------------

County of         /s/ Fairfield
        ------------------------------

         BEFORE ME, the undersigned authority, personally came and appeared
Stephen DeFalco who, being duly sworn, declared and acknowledged before me that
he is the President of PerkinElmer LIMS, Inc. and that in such capacity he was
duly authorized to and did execute the foregoing Certificate of Merger on behalf
of such corporation, for the purposes therein expressed, as his and such
corporation's free act and deed, and that the facts stated therein are true.

                                                  /s/ Stephen DeFalco
                                            --------------------------------
                                                    Stephen DeFalco

Sworn to and subscribed before me
this 29th day of March, 2001.

         /s/ Geraldine A. Murillo
- -----------------------------------------
         NOTARY PUBLIC

                              GERALDINE A. MURILLO
         [SEAL]                  NOTARY PUBLIC
                      MY COMMISSION EXPIRES: NOV. 30, 2005



                             PERKINELMER LIMS, INC.

                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

PerkinElmer LIMS, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said corporation, by unanimous
written consent of its members, adopted a resolution proposing and declaring
advisable the following amendment to the Restated Certificate of Incorporation
of said corporation:

         RESOLVED, that in accordance with the applicable provisions of Sections
         242 and 228 of the General Corporation Law of the State of Delaware,
         the Restated Certificate of Incorporation of PerkinElmer LIMS, Inc. be
         amended by changing the first Article thereof so that, as amended, said
         Article shall be and read as follows:

                  The name of the corporation is PerkinElmer Labworks, Inc.

         SECOND: That in lieu of a meeting and vote of shareholders, the sole
shareholder has given unanimous written consent to said amendment in accordance
with the provisions of Section 228 of the General Corporation Law of the State
of Delaware.

         THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.

         IN WITNESS WHEREOF, said PerkinElmer LIMS, Inc. has caused this
certificate to be signed by Philip Ayers, its Secretary , this 3d day of April,
2001.

                                                    /s/ Philip Ayers
                                       -----------------------------------------
                                                             By: Philip Ayers
                                                                    Secretary

EX-3.14

                                                                EXHIBIT NO. 3.14

                                     BY-LAWS

                                       OF

                           PERKINELMER LABWORKS, INC.



                                     BY-LAWS

                                TABLE OF CONTENTS



                                                                                                                     Page
                                                                                                                     ----
                                                                                                                  
ARTICLE I STOCKHOLDERS............................................................................................     1
1.1      Place of Meetings........................................................................................     1
1.2      Annual Meeting...........................................................................................     1
1.3      Special Meetings.........................................................................................     1
1.4      Notice of Meetings.......................................................................................     1
1.5      Voting List..............................................................................................     2
1.6      Quorum...................................................................................................     2
1.7      Adjournments.............................................................................................     2
1.8      Voting and Proxies.......................................................................................     2
1.9      Action at Meeting........................................................................................     3
1.10     Conduct of Meetings......................................................................................     3
1.11     Action without Meeting...................................................................................     4

ARTICLE II DIRECTORS..............................................................................................     5
2.1      General Powers...........................................................................................     5
2.2      Number; Election and Qualification.......................................................................     5
2.3      Enlargement of the Board.................................................................................     5
2.4      Tenure...................................................................................................     5
2.5      Vacancies................................................................................................     5
2.6      Resignation..............................................................................................     6
2.7      Regular Meetings.........................................................................................     6
2.8      Special Meetings.........................................................................................     6
2.9      Notice of Special Meetings ..............................................................................     6
2.10     Meetings by Conference Communications Equipment..........................................................     6
2.11     Quorum...................................................................................................     6
2.12     Action at Meeting........................................................................................     7
2.13     Action by Consent........................................................................................     7
2.14     Removal..................................................................................................     7
2.15     Committees...............................................................................................     7
2.16     Compensation of Directors................................................................................     7

ARTICLE III OFFICERS..............................................................................................     8
3.1      Titles...................................................................................................     8
3.2      Election.................................................................................................     8
3.3      Qualification............................................................................................     8
3.4      Tenure...................................................................................................     8
3.5      Resignation and Removal..................................................................................     8
3.6      Vacancies................................................................................................     8
3.7      Chairman of the Board....................................................................................     8
3.8      President; Chief Executive Officer.......................................................................     9
3.9      Vice Presidents..........................................................................................     9


                                       i



                                                                                                                  
3.10     Secretary and Assistant Secretaries......................................................................     9
3.11     Treasurer and Assistant Treasurers.......................................................................    10
3.12     Salaries.................................................................................................    10

ARTICLE IV CAPITAL STOCK..........................................................................................    10
4.1      Issuance of Stock........................................................................................    10
4.2      Certificates of Stock....................................................................................    10
4.3      Transfers................................................................................................    11
4.4      Lost, Stolen or Destroyed Certificates...................................................................    11
4.5      Record Date..............................................................................................    11

ARTICLE V GENERAL PROVISIONS......................................................................................    12
5.1      Fiscal Year..............................................................................................    12
5.2      Corporate Seal...........................................................................................    12
5.3      Waiver of Notice.........................................................................................    12
5.4      Voting of Securities.....................................................................................    12
5.5      Evidence of Authority....................................................................................    12
5.6      Certificate of Incorporation.............................................................................    13
5.7      Transactions with Interested Parties.....................................................................    13
5.8      Severability.............................................................................................    13
5.9      Pronouns.................................................................................................    13

ARTICLE VI AMENDMENTS.............................................................................................    13
6.1      By the Board of Directors................................................................................    14
6.2      By the Stockholders......................................................................................    14



                                       ii



                                     BY-LAWS

                                       OF

                           PERKINELMER LAB WORKS, INC.

                                    ARTICLE I

                                  STOCKHOLDERS

         1.1      Place of Meetings. All meetings of stockholders shall be held
at such place as may be designated from time to time by the Board of Directors,
the Chairman of the Board or the President or, if not so designated, at the
principal office of the corporation. The Board of Directors may, in its sole
discretion, determine that a meeting shall not be held at any place, but may
instead be held solely by means of remote communication in a manner consistent
with the General Corporation Law of the State of Delaware.

         1.2      Annual Meeting. Unless directors are elected by consent in
lieu of an annual meeting, the annual meeting of stockholders for the election
of directors and for the transaction of such other business as may properly be
brought before the meeting shall be held on a date and at a time designated by
the Board of Directors, the Chairman of the Board or the President (which date
shall not be a legal holiday in the place where the meeting is to be held). If
no annual meeting is held in accordance with the foregoing provisions, a special
meeting may be held in lieu of the annual meeting, and any action taken at that
special meeting shall have the same effect as if it had been taken at the annual
meeting, and in such case all references in these By-laws to the annual meeting
of the stockholders shall be deemed to refer to such special meeting.

         1.3      Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, the
Chairman of the Board or the President, but such special meetings may not be
called by any other person or persons. Business transacted at any special
meeting of stockholders shall be limited to matters relating to the purpose or
purposes stated in the notice of meeting.

         1.4      Notice of Meetings. Except as otherwise provided by law,
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting. Without limiting the manner
by which notice otherwise may be given to stockholders, any notice shall be
effective if given by a form of electronic transmission consented to (in a
manner consistent with the General Corporation Law of the State of Delaware) by
the stockholder to whom the notice is given. The notices of all meetings shall
state the place, if any, date and time of the meeting and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such meeting. The notice of a special meeting
shall state, in addition, the purpose or purposes for which the meeting is
called. If notice is given by mail, such notice shall be deemed given when
deposited in the United States mail, postage



prepaid, directed to the stockholder at such stockholder's address as it appears
on the records of the corporation. If notice is given by electronic
transmission, such notice shall be deemed given at the time specified in Section
232 of the General Corporation Law of the State of Delaware.

         1.5      Voting List. The Secretary shall prepare, at least 10 days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting for a period of at least 10 days prior to
the meeting: (i) on a reasonably accessible electronic network, provided that
the information required to gain access to such list is provided with the notice
of the meeting, or (ii) during ordinary business hours, at the principal place
of business of the corporation. If the meeting is to be held at a place, then
the list shall be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.
If the meeting is to be held solely by means of remote communication, then the
list shall also be open to the examination of any stockholder during the whole
time of the meeting on a reasonably accessible electronic network, and the
information required to access such list shall be provided with the notice of
the meeting.

         1.6      Quorum. Except as otherwise provided by law, the Certificate
of Incorporation or these By-laws, the holders of a majority of the shares of
the capital stock of the corporation issued and outstanding and entitled to vote
at the meeting, present in person, present by means of remote communication in a
manner, if any, authorized by the Board of Directors in its sole discretion or
represented by proxy, shall constitute a quorum for the transaction of business.
A quorum, once established at a meeting, shall not be broken by the withdrawal
of enough votes to leave less than a quorum.

         1.7      Adjournments. Any meeting of stockholders may be adjourned
from time to time to any other time and to any other place at which a meeting of
stockholders may be held under these By-laws by the stockholders present or
represented at the meeting and entitled to vote, although less than a quorum,
or, if no stockholder is present, by any officer entitled to preside at or to
act as secretary of such meeting. It shall not be necessary to notify any
stockholder of any adjournment of less than 30 days if the time and place, if
any, of the adjourned meeting, and the means of remote communication, if any, by
which stockholders and proxyholders may be deemed to be present in person and
vote at such adjourned meeting, are announced at the meeting at which
adjournment is taken, unless after the adjournment a new record date is fixed
for the adjourned meeting. At the adjourned meeting, the corporation may
transact any business which might have been transacted at the original meeting.

         1.8      Voting and Proxies. Each stockholder shall have one vote for
each share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
by law or the Certificate of Incorporation. Each stockholder of record entitled
to vote at a meeting of stockholders, or to express consent or dissent to
corporate action without a meeting, may vote or express such consent or dissent
in person (including by means of remote communications, if any, by which
stockholders may be deemed to be present in person and vote at such meeting) or
may authorize another person or persons to vote or act for such stockholder by a
proxy executed or transmitted in a manner

                                       2



permitted by the General Corporation Law of the State of Delaware by the
stockholder or such stockholder's authorized agent and delivered (including by
electronic transmission) to the Secretary of the corporation. No such proxy
shall be voted or acted upon after three years from the date of its execution,
unless the proxy expressly provides for a longer period.

         1.9      Action at Meeting. When a quorum is present at any meeting,
any matter other than the election of directors to be voted upon by the
stockholders at such meeting shall be decided by the vote of the holders of
shares of stock having a majority of the votes cast by the holders of all of the
shares of stock present or represented and voting on such matter (or if there
are two or more classes of stock entitled to vote as separate classes, then in
the case of each such class, the holders of a majority of the stock of that
class present or represented and voting on such matter), except when a different
vote is required by law, the Certificate of Incorporation or these By-Laws. When
a quorum is present at any meeting, any election by stockholders of directors
shall be determined by a plurality of the votes cast on the election.

         1.10     Conduct of Meetings.

                  (a)      Chairman of Meeting. Meetings of stockholders shall
be presided over by the Chairman of the Board, if any, or in the Chairman's
absence by the Vice Chairman of the Board, if any, or in the Vice Chairman's
absence by the President, or in the President's absence by a Vice President, or
in the absence of all of the foregoing persons by a chairman designated by the
Board of Directors, or in the absence of such designation by a chairman chosen
by vote of the stockholders at the meeting. The Secretary shall act as secretary
of the meeting, but in the Secretary's absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  (b)      Rules, Regulations and Procedures. The Board of
Directors of the corporation may adopt by resolution such rules, regulations and
procedures for the conduct of any meeting of stockholders of the corporation as
it shall deem appropriate including, without limitation, such guidelines and
procedures as it may deem appropriate regarding the participation by means of
remote communication of stockholders and proxyholders not physically present at
a meeting. Except to the extent inconsistent with such rules, regulations and
procedures as adopted by the Board of Directors, the chairman of any meeting of
stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the corporation, their duly authorized
and constituted proxies or such other persons as shall be determined; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with the rules of parliamentary procedure.

         1.11     Action without Meeting.

                                       3



                  (a)      Taking of Action by Consent. Any action required or
permitted to be taken at any annual or special meeting of stockholders of the
corporation may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, is signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote on such action were present and voted. Except
as otherwise provided by the Certificate of Incorporation, stockholders may act
by written consent to elect directors; provided, however, that, if such consent
is less than unanimous, such action by written consent may be in lieu of holding
an annual meeting only if all of the directorships to which directors could be
elected at an annual meeting held at the effective time of such action are
vacant and are filled by such action.

                  (b)      Electronic Transmission of Consents. A telegram,
cablegram or other electronic transmission consenting to an action to be taken
and transmitted by a stockholder or proxyholder, or by a person or persons
authorized to act for a stockholder or proxyholder, shall be deemed to be
written, signed and dated for the purposes of this section, provided that any
such telegram, cablegram or other electronic transmission sets forth or is
delivered with information from which the corporation can determine (A) that the
telegram, cablegram or other electronic transmission was transmitted by the
stockholder or proxyholder or by a person or persons authorized to act for the
stockholder or proxyholder and (B) the date on which such stockholder or
proxyholder or authorized person or persons transmitted such telegram, cablegram
or electronic transmission. The date on which such telegram, cablegram or
electronic transmission is transmitted shall be deemed to be the date on which
such consent was signed. No consent given by telegram, cablegram or other
electronic transmission shall be deemed to have been delivered until such
consent is reproduced in paper form and until such paper form shall be delivered
to the corporation by delivery to its registered office in the State of
Delaware, its principal place of business or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to a corporation's registered office
shall be made by hand or by certified or registered mail, return receipt
requested. Notwithstanding the foregoing limitations on delivery, consents given
by telegram, cablegram or other electronic transmission may be otherwise
delivered to the principal place of business of the corporation or to an officer
or agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded if, to the extent and in the manner
provided by resolution of the Board of Directors. Any copy, facsimile or other
reliable reproduction of a consent in writing may be substituted or used in lieu
of the original writing for any and all purposes for which the original writing
could be used, provided that such copy, facsimile or other reproduction shall be
a complete reproduction of the entire original writing.

                  (c)      Notice of Taking of Corporate Action. Prompt notice
of the taking of corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing and who, if the action had been taken at a meeting, would have been
entitled to notice of the meeting if the record date for such meeting had been
the date that written consents signed by a sufficient number of holders to take
the action were delivered to the corporation.

                                       4



                                   ARTICLE II

                                    DIRECTORS

         2.1      General Powers. The business and affairs of the corporation
shall be managed by or under the direction of a Board of Directors, who may
exercise all of the powers of the corporation except as otherwise provided by
law, the Certificate of Incorporation or these By-laws.

         2.2      Number; Election and Qualification. The number of directors
which shall constitute the whole Board of Directors shall be determined from
time to time by resolution of the stockholders or the Board of Directors, but in
no event shall be less than one. The number of directors may be decreased at any
time and from time to time either by the stockholders or by a majority of the
directors then in office, but only to eliminate vacancies existing by reason of
the death, resignation, removal or expiration of the term of one or more
directors. The directors shall be elected at the annual meeting of stockholders
by such stockholders as have the right to vote on such election. Directors need
not be stockholders of the corporation.

         2.3      Enlargement of the Board. The number of directors may be
increased at any time and from time to time by the stockholders or by a majority
of the directors then in office.

         2.4      Tenure. Each director shall hold office until the next annual
meeting and until a successor is elected and qualified, or until such director's
earlier death, resignation or removal.

         2.5      Vacancies. Unless and until filled by the stockholders, any
vacancy in the Board of Directors, however occurring, including a vacancy
resulting from an enlargement of the Board, may be filled by vote of a majority
of the directors then in office, although less than a quorum, or by a sole
remaining director. A director elected to fill a vacancy shall be elected for
the unexpired term of such director's predecessor in office, and a director
chosen to fill a position resulting from an increase in the number of directors
shall hold office until the next annual meeting of stockholders and until a
successor is elected and qualified, or until such director's earlier death,
resignation or removal.

         2.6      Resignation. Any director may resign by delivering a
resignation in writing or by electronic transmission to the corporation at its
principal office or to the Chairman of the Board, the President or the
Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some later time or upon the happening of some later
event.

         2.7      Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and place as shall be determined from
time to time by the Board of Directors; provided that any director who is absent
when such a determination is made shall be given notice of the determination. A
regular meeting of the Board of Directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders.

         2.8      Special Meetings. Special meetings of the Board of Directors
may be held at any time and place designated in a call by the Chairman of the
Board, the President, two or more directors, or by one director in the event
that there is only a single director in office.

                                       5



         2.9      Notice of Special Meetings. Notice of any special meeting of
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting. Notice shall be duly given to each
director (i) by giving notice to such director in person or by telephone at
least 24 hours in advance of the meeting, (ii) by sending a telegram, telecopy
or electronic mail, or delivering written notice by hand, to such director's
last known business, home or electronic mail address at least 48 hours in
advance of the meeting, or (iii) by sending written notice, via first-class mail
or reputable overnight courier, to such director's last known business or home
address at least 72 hours in advance of the meeting. A notice or waiver of
notice of a meeting of the Board of Directors need not specify the purposes of
the meeting.

         2.10     Meetings by Conference Communications Equipment. Directors may
participate in meetings of the Board of Directors or any committee thereof by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such meeting.

         2.11     Quorum. A majority of the directors at any time in office
shall constitute a quorum for the transaction of business. In the event one or
more of the directors shall be disqualified to vote at any meeting, then the
required quorum shall be reduced by one for each such director so disqualified.
In no case, however, shall less than one-third of the number of directors fixed
pursuant to Section 2.2 of these By-laws constitute a quorum. In the absence of
a quorum at any such meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice other than announcement at
the meeting, until a quorum shall be present.

         2.12     Action at Meeting. At any meeting of the Board of Directors at
which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law, the
Certificate of Incorporation or these By-laws.

         2.13     Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting, if all members of the Board or committee, as the
case may be, consent to the action in writing or by electronic transmission, and
the written consents or electronic transmissions are filed with the minutes of
proceedings of the Board or committee.

         2.14     Removal. Except as otherwise provided by the General
Corporation Law of the State of Delaware, any one or more or all of the
directors may be removed, with or without cause, by the holders of a majority of
the shares then entitled to vote at an election of directors, except that the
directors elected by the holders of a particular class or series of stock may be
removed without cause only by vote of the holders of a majority of the
outstanding shares of such class or series.

         2.15     Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members of the committee present

                                       6



at any meeting and not disqualified from voting, whether or not such member or
members constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Directors and subject to the provisions of law, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the corporation and may authorize
the seal of the corporation to be affixed to all papers which may require it.
Each such committee shall keep minutes and make such reports as the Board of
Directors may from time to time request. Except as the Board of Directors may
otherwise determine, any committee may make rules for the conduct of its
business, but unless otherwise provided by the directors or in such rules, its
business shall be conducted as nearly as possible in the same manner as is
provided in these By-laws for the Board of Directors.

         2.16     Compensation of Directors. Directors may be paid such
compensation for their services and such reimbursement for expenses of
attendance at meetings as the Board of Directors may from time to time
determine. No such payment shall preclude any director from serving the
corporation or any of its parent or subsidiary corporations in any other
capacity and receiving compensation for such service.

                                   ARTICLE III

                                    OFFICERS

         3.1      Titles. The officers of the corporation shall consist of a
President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors may determine, including a Chairman of the
Board, a Vice Chairman of the Board, and one or more Vice Presidents, Assistant
Treasurers, and Assistant Secretaries. The Board of Directors may appoint such
other officers as it may deem appropriate.

         3.2      Election. The President, Treasurer and Secretary shall be
elected annually by the Board of Directors at its first meeting following the
annual meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

         3.3      Qualification.  No officer need be a stockholder.  Any two or
more offices may be held by the same person.

         3.4      Tenure. Except as otherwise provided by law, by the
Certificate of Incorporation or by these By-laws, each officer shall hold office
until such officer's successor is elected and qualified, unless a different term
is specified in the resolution electing or appointing such officer, or until
such officer's earlier death, resignation or removal.

         3.5      Resignation and Removal. Any officer may resign by delivering
a written resignation to the corporation at its principal office or to the Chief
Executive Officer or the Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some later time or upon the
happening of some later event.

                                       7



         Any officer may be removed at any time, with or without cause, by vote
of a majority of the entire number of directors then in office.

         Except as the Board of Directors may otherwise determine, no officer
who resigns or is removed shall have any right to any compensation as an officer
for any period following such officer's resignation or removal, or any right to
damages on account of such removal, whether such officer's compensation be by
the month or by the year or otherwise, unless such compensation is expressly
provided in a duly authorized written agreement with the corporation.

         3.6      Vacancies. The Board of Directors may fill any vacancy
occurring in any office for any reason and may, in its discretion, leave
unfilled for such period as it may determine any offices other than those of
President, Treasurer and Secretary. Each such successor shall hold office for
the unexpired term of such officer's predecessor and until a successor is
elected and qualified, or until such officer's earlier death, resignation or
removal.

         3.7      Chairman of the Board. The Board of Directors may appoint from
its members a Chairman of the Board. If the Board of Directors appoints a
Chairman of the Board, such Chairman shall perform such duties and possess such
powers as are assigned by the Board of Directors and, if the Chairman of the
Board is also designated as the corporation's Chief Executive Officer, shall
have the powers and duties of the Chief Executive Officer prescribed in Section
3.8 of these By-laws. Unless otherwise provided by the Board of Directors, the
Chairman of the Board shall preside at all meetings of the Board of Directors
and stockholders.

         3.8      President; Chief Executive Officer. Unless the Board of
Directors has designated the Chairman of the Board or another person as the
corporation's Chief Executive Officer, the President shall be the Chief
Executive Officer of the corporation. The Chief Executive Officer shall have
general charge and supervision of the business of the Corporation subject to the
direction of the Board of Directors. The President shall perform such other
duties and shall have such other powers as the Board of Directors and the Chief
Executive Officer (if the Chairman of the Board or another person is serving in
such position) may from time to time prescribe.

         3.9      Vice Presidents. Any Vice President shall perform such duties
and possess such powers as the Board of Directors or the Chief Executive Officer
may from time to time prescribe. In the event of the absence, inability or
refusal to act of the Chief Executive Officer or the President (if the President
is not the Chief Executive Officer), the Vice President (or if there shall be
more than one, the Vice Presidents in the order determined by the Board of
Directors) shall perform the duties of the Chief Executive Officer and when so
performing shall have all the powers of and be subject to all the restrictions
upon the Chief Executive Officer. The Board of Directors may assign to any Vice
President the title of Executive Vice President, Senior Vice President or any
other title selected by the Board of Directors.

         3.10     Secretary and Assistant Secretaries. The Secretary shall
perform such duties and shall have such powers as the Board of Directors or the
Chief Executive Officer may from time to time prescribe. In addition, the
Secretary shall perform such duties and have such powers as are incident to the
office of the secretary, including without limitation the duty and power to give
notices of all meetings of stockholders and special meetings of the Board of
Directors, to attend all meetings of stockholders and the Board of Directors and
keep a record of the proceedings, to

                                       8



maintain a stock ledger and prepare lists of stockholders and their addresses as
required, to be custodian of corporate records and the corporate seal and to
affix and attest to the same on documents.

         Any Assistant Secretary shall perform such duties and possess such
powers as the Board of Directors, the Chief Executive Officer or the Secretary
may from time to time prescribe. In the event of the absence, inability or
refusal to act of the Secretary, the Assistant Secretary, (or if there shall be
more than one, the Assistant Secretaries in the order determined by the Board of
Directors) shall perform the duties and exercise the powers of the Secretary.

         In the absence of the Secretary or any Assistant Secretary at any
meeting of stockholders or directors, the chairman of the meeting shall
designate a temporary secretary to keep a record of the meeting.

         3.11     Treasurer and Assistant Treasurers. The Treasurer shall
perform such duties and shall have such powers as may from time to time be
assigned by the Board of Directors or the Chief Executive Officer. In addition,
the Treasurer shall perform such duties and have such powers as are incident to
the office of treasurer, including without limitation the duty and power to keep
and be responsible for all funds and securities of the corporation, to deposit
funds of the corporation in depositories selected in accordance with these
By-laws, to disburse such funds as ordered by the Board of Directors, to make
proper accounts of such funds, and to render as required by the Board of
Directors statements of all such transactions and of the financial condition of
the corporation.

         The Assistant Treasurers shall perform such duties and possess such
powers as the Board of Directors, the Chief Executive Officer or the Treasurer
may from time to time prescribe. In the event of the absence, inability or
refusal to act of the Treasurer, the Assistant Treasurer, (or if there shall be
more than one, the Assistant Treasurers in the order determined by the Board of
Directors) shall perform the duties and exercise the powers of the Treasurer.

         3.12     Salaries. Officers of the corporation shall be entitled to
such salaries, compensation or reimbursement as shall be fixed or allowed from
time to time by the Board of Directors.

                                   ARTICLE IV

                                  CAPITAL STOCK

         4.1      Issuance of Stock. Unless otherwise voted by the stockholders
and subject to the provisions of the Certificate of Incorporation, the whole or
any part of any unissued balance of the authorized capital stock of the
corporation or the whole or any part of any shares of the authorized capital
stock of the corporation held in the corporation's treasury may be issued, sold,
transferred or otherwise disposed of by vote of the Board of Directors in such
manner, for such lawful consideration and on such terms as the Board of
Directors may determine.

         4.2      Certificates of Stock. Every holder of stock of the
corporation shall be entitled to have a certificate, in such form as may be
prescribed by law and by the Board of Directors,

                                       9



certifying the number and class of shares owned by such holder in the
corporation. Each such certificate shall be signed by, or in the name of the
corporation by, the Chairman or Vice Chairman, if any, of the Board of
Directors, or the President or a Vice President, and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation. Any or all of the signatures on the certificate may be a facsimile.

         Each certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Certificate of Incorporation, these
By-laws, applicable securities laws or any agreement among any number of
stockholders or among such holders and the corporation shall have conspicuously
noted on the face or back of the certificate either the full text of the
restriction or a statement of the existence of such restriction.

         If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of each certificate representing shares of such
class or series of stock, provided that in lieu of the foregoing requirements
there may be set forth on the face or back of each certificate representing
shares of such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests a copy of the full
text of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

         4.3      Transfers. Except as otherwise established by rules and
regulations adopted by the Board of Directors, and subject to applicable law,
shares of stock may be transferred on the books of the corporation by the
surrender to the corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment or power of attorney properly executed, and with such proof of
authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by the
Certificate of Incorporation or by these By-laws, the corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect to such stock, regardless of any transfer, pledge or other
disposition of such stock until the shares have been transferred on the books of
the corporation in accordance with the requirements of these By-laws.

         4.4      Lost, Stolen or Destroyed Certificates. The corporation may
issue a new certificate of stock in place of any previously issued certificate
alleged to have been lost, stolen, or destroyed, upon such terms and conditions
as the Board of Directors may prescribe, including the presentation of
reasonable evidence of such loss, theft or destruction and the giving of such
indemnity as the Board of Directors may require for the protection of the
corporation or any transfer agent or registrar.

         4.5      Record Date. The Board of Directors may fix in advance a date
as a record date for the determination of the stockholders entitled to notice of
or to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action without a meeting, or entitled

                                       10



to receive payment of any dividend or other distribution or allotment of any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action. Such record date shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 10 days
after the date of adoption of a record date for a consent without a meeting, nor
more than 60 days prior to any other action to which such record date relates.

         If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day before the day on which notice is given,
or, if notice is waived, at the close of business on the day before the day on
which the meeting is held. If no record date is fixed, the record date for
determining stockholders entitled to express consent to corporate action without
a meeting, when no prior action by the Board of Directors is necessary, shall be
the day on which the first consent is properly delivered to the corporation. If
no record date is fixed, the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating to such purpose.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                                    ARTICLE V

                               GENERAL PROVISIONS

         5.1      Fiscal Year. Except as from time to time otherwise designated
by the Board of Directors, the fiscal year of the corporation shall begin on the
first day of January of each year and end on the last day of December in each
year.

         5.2      Corporate Seal. The corporate seal shall be in such form as
shall be approved by the Board of Directors.

         5.3      Waiver of Notice. Whenever notice is required to be given by
law, by the Certificate of Incorporation or by these By-laws, a written waiver,
signed by the person entitled to notice, or a waiver by electronic transmission
by the person entitled to notice, whether before, at or after the time stated in
such notice, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

         5.4      Voting of Securities. Except as the Board of Directors may
otherwise designate, the President or the Treasurer may waive notice of, and act
as, or appoint any person or persons to act as, proxy or attorney-in-fact for
this corporation (with or without power of substitution) at, any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.

         5.5      Evidence of Authority. A certificate by the Secretary, or an
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or

                                       11



any officer or representative of the corporation shall as to all persons who
rely on the certificate in good faith be conclusive evidence of such action.

         5.6      Certificate of Incorporation. All references in these By-laws
to the Certificate of Incorporation shall be deemed to refer to the Certificate
of Incorporation of the corporation, as amended and in effect from time to time.

         5.7      Transactions with Interested Parties. No contract or
transaction between the corporation and one or more of the directors or
officers, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of the directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or a
committee of the Board of Directors at which the contract or transaction is
authorized or solely because any such director's or officer's votes are counted
for such purpose, if:

                  (a)      The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum;

                  (b)      The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or

                  (c)      The contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee of the Board of Directors, or the stockholders.

         Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

         5.8      Severability. Any determination that any provision of these
By-laws is for any reason inapplicable, illegal or ineffective shall not affect
or invalidate any other provision of these By-laws.

         5.9      Pronouns. All pronouns used in these By-laws shall be deemed
to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.

                                   ARTICLE VI

                                   AMENDMENTS

                                       12



         6.1      By the Board of Directors. These By-laws may be altered,
amended or repealed or new by-laws may be adopted by the affirmative vote of a
majority of the directors present at any regular or special meeting of the Board
of Directors at which a quorum is present.

         6.2      By the Stockholders. These By-laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of the holders of
a majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new by-laws shall have been stated in the
notice of such special meeting.

                                       13

EX-3.15

                                                                    EXHIBIT 3.15





                          CERTIFICATE OF INCORPORATION

                                       OF

                              NEN ACQUISITION, INC.

                                    ARTICLE I

                                      Name

         The name of the corporation is NEN Acquisition, Inc. (the
"Corporation").

                                   ARTICLE II

                     Registered Office and Registered Agent

         The address of the registered office of the Corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.

                                   ARTICLE III

                                Corporate Purpose

         The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the "General Corporation Law").

                                   ARTICLE IV

                                  Capital Stock

         The total number of shares of all classes of stock that the Corporation
shall have authority to issue is 1,000, all of which shall be shares of Common
Stock, par value $.01 per share.

                                    ARTICLE V

                                    Directors



         (1)      Elections of directors of the Corporation need not be by
written ballot, except and to the extent provided in the By-laws of the
Corporation.

         (2)      To the fullest extent permitted by the General Corporation Law
as it now exists and as it may hereafter be amended, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director.

                                   ARTICLE VI

                Indemnification of Directors, Officers and Others

         (1)      The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person seeking
indemnification did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

         (2)      The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.

                                       2



         (3)      To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections (1) and (2) of this Article
VI, or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

         (4)      Any indemnification under Sections (1) and (2) of this Article
VI (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in such Sections (1) and
(2). Such determination shall be made (a) by the Board of Directors of the
Corporation by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
stockholders of the Corporation.

         (5)      Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation authorized in this Article. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors of the Corporation deems
appropriate.

         (6)      The indemnification and advancement of expenses provided by,
or granted pursuant to, the other sections of this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any law, by-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.

         (7)      The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of Section 145 of the General Corporation
Law.

         (8)      For purposes of this Article VI, references to "the
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other

                                       3



enterprise, shall stand in the same position under the provisions of this
Article VI with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.

         (9)      For purposes of this Article VI, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves service by, such director,
officer, employee or agent with respect to any employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article VI.

         (10)     The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article VI shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

                                   ARTICLE VII

                                     By-laws

         The directors of the Corporation shall have the power to adopt, amend
or repeal by-laws.

                                  ARTICLE VIII

                                 Reorganization

         Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

                                       4



                                   ARTICLE IX

                                    Amendment

         The Corporation reserves the right to amend, alter, change or repeal
any provision of this Certificate of Incorporation, in the manner now or
hereafter prescribed by law, and all rights conferred on stockholders in this
Certificate of Incorporation are subject to this reservation.

                                    ARTICLE X

                                  Incorporator

         The name and mailing address of the sole incorporator is as follows;



Name                                                 Mailing Address
- ---------------------------                          ---------------------------
                                                  
Megan Ainsworth                                      Shearman & Sterling
                                                     555 California Street
                                                     San Francisco, CA 94104


         I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this Certificate of Incorporation, hereby
declaring and certifying that this is my act and deed and the facts herein
stated are true, and accordingly have hereunto set my hand this 26th day of
March 1997.

                                               /s/ Megan L. Ainsworth
                                               ----------------------
                                               Megan Ainsworth

                                       5




                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                              NEN ACQUISITION, INC.

         NEN ACQUISITION, INC., a Delaware corporation, HEREBY CERTIFIES AS
FOLLOWS:

         1.       The name of the corporation is NEN Acquisition, Inc. (the
"Corporation").

         2.       The date of filing of its Certificate of Incorporation with
the Secretary of State of Delaware was March 26, 1997.

         3.       This Certificate of Amendment sets forth an amendment to the
Certificate of Incorporation of the Corporation which was duly adopted by the
written consent of the sole stockholder of the Corporation entitled to vote
thereon in accordance with the provisions of Section 242 and 228 of the General
Corporation Law of the State of Delaware.

         2.       Article I of the Certificate of Incorporation is hereby
amended in full to be and read as follows:

                                   "ARTICLE I

                                      NAME

         The name of the Corporation is NEN Life Science Products, Inc. (the
"Corporation")."

         [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                        1



         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by its President, Richard D. Paterson, and Vice President, Mark E.
Bandeen. this 1st day of July 1997.

                                        NEN ACQUISITION, INC.

                                        By: /s/ Richard D. Paterson
                                            -----------------------
                                        Name: Richard D. Paterson
                                        Title: President

                                        By: /s/ Mark E. Bandeen
                                            -------------------
                                        Name: Mark E. Bandeen
                                        Title: Vice President

                                       2



                               AGREEMENT OF MERGER

         AGREEMENT OF MERGER, dated this 1st day of November, 2000, pursuant to
Section 252 of the General Corporation Law of the State of Delaware, between NEN
Life Science Products, Inc., a Delaware corporation and PerkinElmer Wallac Inc.,
a Maryland corporation.

         WITNESSETH that:

         WHEREAS, all of the constituent corporations desire to merge into a
single corporation; and

         NOW, THEREFORE, the corporations, parties to this Agreement, in
consideration of the mutual covenants, agreements and provisions hereinafter
contained, do hereby prescribe the terms and conditions of said merger and mode
of carrying the same into effect as follows:

         FIRST: NEN Life Science Products, Inc. hereby merges into itself
PerkinElmer Wallac Inc., and said PerkinElmer Wallac Inc., shall be and hereby
is merged into NEN Life Science Products, Inc. which shall be the surviving
corporation.

         SECOND: The Certificate of Incorporation of NEN Life Science Products,
Inc., as heretofore amended and as in effect on the date of the merger provided
in this agreement, shall continue in full force and effect as the Certificate of
Incorporation of the corporation surviving this merger, except, however, that
Article I shall be deleted in its entirety and replaced with "The name of the
Corporation is PerkinElmer Life Sciences, Inc. (the "Corporation").

         THIRD: The manner of converting the outstanding shares of the capital
stock of each of the constituent corporations into shares or other securities of
the surviving corporation shall be as follows:




                                       1



         (a)      Each share of common stock of the surviving corporation, which
shall be issued and outstanding on the effective date of this Agreement, shall
remain issued and outstanding.

         (b)      Each share of common stock of the merged corporation which
shall be outstanding on the effective date of this Agreement, all rights in
respect thereto shall forthwith be changed and converted into one share of
common stock of the surviving corporation.

         (c)      After the effective date of this Agreement, each holder of an
outstanding certificate representing shares of Common stock of the merged
corporation shall surrender the same to the surviving corporation and each such
holder shall be entitled upon such surrender to receive the number of shares of
common stock of the surviving corporation on the basis provided herein. Until so
surrendered, the outstanding shares of stock of the merged corporation to be
converted into the stock of the surviving corporation as provided herein, may be
treated by the surviving corporation for all corporate purposes as evidencing
the ownership of shares of the surviving corporation as though said surrender
and exchange had taken place. After the effective date of this Agreement, each
registered owner of any uncertificated shares of common stock of the merged
corporation shall have said shares of cancelled and said registered owner shall
be entitled to the number of common shares of the surviving corporation on the
basis provided herein.

         FOURTH: The terms and conditions of the merger are as follows:

         (a)      The by-laws of the surviving corporation as they shall exist
on the effective date of this Agreement shall be and remain the bylaws of the
surviving corporation until the same shall be altered, amended and repealed as
therein provided.

         (b)      The directors and officers of the surviving corporation shall
continue in office until the next annual meeting of stockholders and until their
successors shall have been elected and qualified.

         (c)      This merger shall become effective on January 1, 2001.

         (d)      Upon the merger becoming effective, all the property, rights,
privileges. franchises, patents, trademarks, licenses, registrations and other
assets of every kind and description of the merged corporation shall be
transferred to, vested in and devolve upon the surviving corporation without
further act or deed and all property, rights, and every other interest of the
surviving corporation and the merged corporation shall be as effectively the
property of the surviving corporations as they were of the surviving corporation
and the merged corporation respectively. The merged corporation hereby agrees
from time to time, as and when requested by the surviving corporation or by its
successors or assigns, to execute and deliver or cause to be executed and
delivered all such deeds and instruments and to take or cause to be taken such
further or other action as the surviving corporation may deem to be necessary or
desirable in order to vest in and confirm to the surviving corporation title to
and possession of any property of the merged corporation acquired or to be
acquired by reason of or as a result of the merger herein provided for and
otherwise to carry out the intent and purposes hereof and the proper officers
and directors of the merged corporation and the proper officers and directors of
the

                                       2



surviving corporation are fully authorized in the name of the merged corporation
or otherwise to take any and all such action.

         FIFTH: Anything herein or elsewhere to the contrary notwithstanding,
this Agreement may be terminated and abandoned by the Board of Directors of any
constituent corporation at any time prior to the time that this Agreement filed
with the Secretary of State becomes effective. This Agreement may be amended by
the Board of Directors of its constituent corporations at any time prior to the
time that this Agreement filed with the Secretary of State becomes effective,
provided that an amendment made subsequent to the adoption of the Agreement by
the stockholders of any constituent corporation shall not (1) alter of change
the amount or kind of shares, securities, cash, property and/or rights to be
received in exchange for or on conversion of all or any of the shares of any
class or series thereof such constituent corporation, (2) alter or change any
term of the Certificates of Incorporation of the surviving corporation to be
effected by the merger, or (3) alter or change any of the terms and conditions
of the Agreement if such alteration or change would adversely affect the holders
of any class or series thereof of such constituent corporation.

         IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the
approval and authority duly given by resolutions adopted by their respective
Board of Directors have caused these presents to be executed by the duly
authorized officers of each party hereto as the respective act, deed and
agreement of said corporations as of this 1st day of November, 2000.

                                        NEN Life Science Products, Inc.

                                        By: /s/ Petri Myllyneva
                                            -------------------
                                        Title: Sr. Vice President

                                        PerkinElmer Wallac Inc.

                                        By: /s/ Jeff Ronnev
                                            ---------------
                                        Title: President

                                       3






                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                         PERKINELMER LIFE SCIENCES, INC.

         PERKINELMER LIFE SCIENCES, INC., a Delaware corporation, HEREBY
CERTIFIES AS FOLLOWS:

         1.       The name of the corporation is PerkinElmer Life Sciences, Inc.
(the "Corporation").

         2.       The date of filing of its certificate of incorporation with
the Secretary of State of the State of Delaware was March 26, 1997.

         3.       A certificate of amendment of the Corporation's certificate of
incorporation was filed with the Secretary of State of the State of Delaware on
July 1, 1997.

         4.       A certificate of agreement of merger was filed with the
Secretary of State of the State of Delaware on November 13, 2000.

         5.       This certificate sets forth an amendment to the certificate of
incorporation of the Corporation which was duly adopted by the written consent
of the directors of the Corporation and by the written consent of the sole
stockholder of the Corporation entitled to vote thereon in accordance with the
provisions of Sections 141, 228 and 242 of the General Corporation Law of the
State of Delaware.

         6.       Article IV of the certificate of incorporation is
hereby amended in full to read as follows:

                                   "ARTICLE IV

                                  Capital Stock

         The total number of shares of all classes of stock the Corporation
shall have authority to issue is 750,000, all of which shall be shares of Common
Stock, par value $.01 per share."

                [Remainder of this page intentionally left blank]

                                       1



         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by its President, John J. Engel, and its Secretary, Petri Myllyneva,
this 25th day of April 2002.

                                       PERKINELMER LIFE SCIENCES, INC.

                                       By: /s/ John J. Engel
                                           -------------------------------------
                                           Name: John J. Engel
                                           Title: President

                                       By: /s/ Petri Myllyneva
                                           -------------------------------------
                                           Name: Petri Myllyneva
                                           Title: Secretary

                                       2



                              CERTIFICATE OF MERGER
                                       OF
                        Packard BioChip Technologies, LLC
                                      INTO
                         PerkinElmer Life Sciences, Inc.

                                 * * * * * * * *

         The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That the name and state of incorporation of each of the
constituent companies of the merger is as follows:



Name                                   State of Incorporation/Formation
- -----------------------------------------------------------------------
                                    
Packard BioChip Technologies, LLC                  Delaware
PerkinElmer Life Sciences, Inc.                    Delaware


         SECOND: Than an agreement of merger between the parties to the merger
has been approved. adopted, certified, executed and acknowledged by each of the
constituent companies in accordance with the requirements of section 264 of the
General Corporation Law of Delaware.

         THIRD: That the name of the corporation surviving the merger is
PerkinElmer Life Sciences, Inc.

         FOURTH: That the Certificate of Incorporation of PerkinElmer Life
Sciences, Inc., a Delaware corporation, which will survive the merger, shall be
the Certificate of Incorporation of the surviving corporation.

         FIFTH: That the executed Agreement of Merger is on file at an office of
the surviving corporation, the address of which is 45 William Street, Wellesley,
MA 02481.

         SIXTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.

         SEVENTH: That this Certificate of Merger shall be effective on April
29, 2002.

                                       By: /s/ John L. Healy
                                           -------------------------------------
                                           John L. Healy Assistant Secretary
                                           PerkinElmer Life Sciences, Inc.

                                       1



                              CERTIFICATE OF MERGER
                                       OF
                                PBCT Corporation
                                      INTO
                         PerkinElmer Life Sciences, Inc.

                                 * * * * * * * *

         The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:



NAME                                STATE OF INCORPORATION
- ----------------------------------------------------------
                                 
PBCT Corporation                           Delaware
PerkinElmer Life Sciences, Inc.            Delaware


         SECOND: Than an agreement of merger between the parties to the merger
has been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 251 of
the General Corporation Law of Delaware.

         THIRD: That the name of the surviving corporation of the merger is
PerkinElmer Life Sciences, Inc.

         FOURTH: That the Certificate of Incorporation of PerkinElmer Life
Sciences, Inc., a Delaware corporation, which will survive the merger, shall be
the Certificate of Incorporation of the surviving corporation.

         FIFTH: That the executed Agreement of Merger is on file at an office of
the surviving corporation, the address of which is 45 William Street, Wellesley,
MA 02481.

         SIXTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.

         SEVENTH: That this Certificate of Merger shall be effective on April
29, 2002.

                                       By: /s/ John L. Healy on 4/26/02
                                           ----------------------------
                                       John L. Healy, Assistant Secretary
                                       PerkinElmer Life Sciences, Inc.


                                       1



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                         PERKINELMER LIFE SCIENCES, INC.

         PERKINELMER LIFE SCIENCES, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: The name of the corporation is PerkinElmer Life Sciences, Inc.
(the "Corporation").

         SECOND: The date of filing of its Certificate of Incorporation with the
Secretary of State of Delaware was March 26, 1997.

         THIRD: A certificate of amendment of the Corporation's certificate of
incorporation was filed with the Secretary of State of Delaware on July 1, 1997.

         FOURTH: A certificate of agreement of merger was filed with the
Secretary of State of Delaware on November 14, 2000.

         FIFTH: A certificate of amendment of the Corporation's certificate of
incorporation was filed with the Secretary of State of Delaware on April 25,
2002.

         SIXTH: A certificate of agreement of merger was filed with the
Secretary of State of Delaware on December 23, 2002.

         SEVENTH: A certificate of agreement of merger was filed with the
Secretary of State of Delaware on December 24, 2002.

         EIGHTH: This certificate sets forth amendments to the certificate of
incorporation of the Corporation which were duly adopted by the written consent
of the directors of the Corporation and by the written consent of the
stockholders of the Corporation entitled to vote thereon in accordance with the
provisions of Sections 141, 228 and 242 of the General Corporation Law of the
State of Delaware.

         NINTH: Article I of the certificate of incorporation is hereby amended
in full to read as follows:

                                   "ARTICLE I

                                      Name

   The name of the corporation is PerkinElmer LAS, Inc. (the "Corporation")."








         TENTH: Article IV of the certificate of incorporation is hereby amended
in full to read as follows:

                                   "ARTICLE IV

                                  Capital Stock

                           The total number of shares of all classes of stock
                  that the Corporation shall have authority to issue is
                  2,000,000, all of which shall be shares of Common Stock, par
                  value $.01 per share."

         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by its duly authorized officers this 26th day of March 2003.

                                        PERKINELMER LIFE SCIENCES, INC.



                                        By:    /s/ Peter B. Coggins
                                            ----------------------------
                                            Name: Peter B. Coggins
                                            Title:   President

                                        By:   /s/ Kenneth L. Horton
                                            ---------------------------
                                            Name: Kenneth L. Horton
                                            Title: Vice President


                                      -2-



                              CERTIFICATE OF MERGER

                                       OF

                           PERKINELMER INSTRUMENTS LLC

                                  WITH AND INTO

                              PERKINELMER LAS, INC.

         Pursuant to Title 8, Section 264(c) of the Delaware General Corporation
Law and Section 18-209 of the Delaware Limited Liability Company Act, the
undersigned corporation executed the following Certificate of Merger:

         FIRST: The name of the surviving corporation is PerkinElmer LAS, Inc.,
a Delaware corporation (the "Surviving Corporation"). The name of the limited
liability company being merged into the Surviving Corporation is PerkinElmer
Instruments LLC, a Delaware limited liability company (the "Merging LLC").

         SECOND: An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by each of the Surviving Corporation and
the Merging LLC in accordance with Section 18-209 of the Delaware Limited
Liability Company Act and Section 264(c) of the Delaware General Corporation
Law.

         THIRD: The name of the surviving domestic corporation is PerkinElmer
LAS, Inc.

         FOURTH: The merger is to become effective at 12:01 a.m., Eastern
Standard Time, on March 31, 2003.

         FIFTH: The Agreement and Plan of Merger is on file at 549 Albany
Street, Boston, MA 02118-2512, the place of business of the Surviving
Corporation.

         SIXTH: A copy of the Agreement and Plan of Merger will be furnished by
the Surviving Corporation on request, without cost, to any stockholder of the
Surviving Corporation or any member of the Merging LLC.

         IN WITNESS WHEREOF, said Surviving Corporation has caused this
certificate to be signed by an authorized person, the 28th day of March, 2003.




                                                 PERKINELMER LAS, INC.




                                                 By:    /s/ Kenneth L. Horton
                                                      -------------------------
                                                      Name: Kenneth L. Horton
                                                      Title: Vice President
                                                       An Authorized Person


                                      -2-

EX-3.16

                                                                EXHIBIT 3.16

                         PerkinElmer Life Sciences, Inc.

                                     BY-LAWS

                                    ARTICLE I
                                     OFFICES

         Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
board of directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

         Section 2. Annual meetings of stockholders, commencing with the year
2002 shall be held on the third Thursday of May if not a legal holiday, and if a
legal holiday, then on the next secular day following, or at such other date as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting, at which they shall elect by a plurality vote a board
of directors, and transact such other business as may properly be brought before
the meeting.

         Section 3. Written notice of the annual meeting stating the place if
any, date and hour of the meeting shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days before the date
of the meeting.

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting for a period of at least ten days prior to the meeting:
(i) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided



with the notice of the meeting, or (ii) during ordinary business hours, at the
principal place of business of the corporation. In the event that the
corporation determines to make the list available on an electronic network, the
corporation may take reasonable steps to ensure that such information is
available only to stockholders of the corporation. If the meeting is to be held
at a place, then the list shall be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.

         Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

         Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting, and the purpose or purposes for which the meeting is
called, shall be given not less than 10 nor more than 60 days before the date of
the meeting, to each stockholder entitled to vote at such meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

         Section 10. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by



proxy for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.

         Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                   ARTICLE III
                                    DIRECTORS

         Section 1. The number of directors which shall constitute the whole
board shall be not less than one nor more than seven. The first board shall
consist of three directors. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of the board of directors
or by the stockholders at the annual meeting. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

         Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS



         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

         Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 7. Special meetings of the board may be called by the president
on one days' notice to each director, either personally or by mail or by
facsimile communication; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors unless the board consists of only one director; in which case special
meetings shall be called by the president or secretary in like manner and on
like notice on the written request of the sole director.

         Section 8. At all meetings of the board, a majority of directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of the board of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

         Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing or electronic transmission, and the writing or
writings or electronic transmission or transmissions are filed with the minutes
of proceedings of the board or committee. Such filing shall be in paper form if
the minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.

         Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.



                             COMMITTEES OF DIRECTORS

         Section 11. The board of directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.

         Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to the following matters: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by the
General Corporation Law of Delaware to be submitted to stockholders for approval
or (ii) adopting, amending or repealing any by-law of the corporation. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors.

         Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

         Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefore. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

         Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

                                   ARTICLE IV
                                     NOTICES



         Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by facsimile telecommunication. Notice may
also be given to stockholders by a form of electronic transmission in accordance
with and subject to the provisions of Section 232 of the General Corporation Law
of Delaware.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to notice or a waiver by electronic transmission by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V
                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.

         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurers. Any number of offices may be held
by the same person, unless the certificate of incorporation or these by-laws
otherwise provide.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                  THE PRESIDENT



         Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

         Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

         Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

         Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

         Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS



         Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

         Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                                   ARTICLE VI
                             CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president, and by the treasurer- or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation.

         Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General
Corporation Law of Delaware or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

         Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.



                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be cancelled and
issuance of new equivalent uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction shall be recorded upon
the books of the corporation.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS



         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII
                               GENERAL PROVISIONS
                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

         Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     CHECKS

         Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.



                                      SEAL

         Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                 INDEMNIFICATION

         Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the General Corporation Law of
Delaware.

                                  ARTICLE VIII
                                   AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

EX-3.17

                                                                EXHIBIT 3.17


                          CERTIFICATE OF INCORPORATION

                                       OF

                             BILC ACQUISITION CORP.

                  The undersigned, a natural person, for the purpose of
organizing a corporation for conducting the business and promoting the purposes
hereinafter stated, under the provisions and subject to the requirements of the
laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware
Code and the acts amendatory thereof and supplemental thereto, and known,
identified and referred to as the "General Corporation Law of the State of
Delaware" or the "General Corporation Law") , hereby certifies that:

                  FIRST: The name of the corporation (hereinafter referred to as
the "Corporation") is:

                             BILC ACQUISITION CORP.

                  SECOND: The address, including street, number, city and
county, of the registered office of the Corporation in the State of Delaware is
1013 Centre road, Wilmington, Delaware 19805, County of New Castle; and the name
of the registered agent of the Corporation in the State of Delaware is
Corporation Service Company.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which Corporations may be organized under the General
Corporation Law of the State of Delaware.

                  FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 20,000 shares of common stock,
having a par value of $.01 per share.

                  FIFTH: The name and the mailing address of the incorporator is
as follows:



NAME                                       MAILING ADDRESS
- ----                                       ---------------
                                        
Robert L. Lawrence                         c/o Kane Kessler, P.C.
                                           1350 Avenue of the Americas, 26th Fl.
                                           New York, New York 10019


                  SIXTH: The Corporation is to have perpetual existence.

                  SEVENTH: Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or between
this Corporation and its



stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of any
receiver or receivers appointed for this Corporation under Section 279 of Title
8 of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or class
of creditors, and/or the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders of this Corporation, as the case may be,
and also on this Corporation.

                  EIGHTH: For the management of the business and for the conduct
of the affairs of the Corporation, and in further definition, limitation and
regulation of the powers of the Corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:

                           1.       The management of the business and the
                  conduct of the affairs of the Corporation shall be vested in
                  its Board of Directors. The number of directors which shall
                  constitute the whole Board of Directors shall be fixed by, or
                  in the manner provided in, the By-Laws. The phrase "whole
                  Board" and the phrase "total number of directors" shall be
                  deemed to have the same meaning to wit, the total number of
                  directors which the Corporation would have if there were no
                  vacancies. No election of directors need be by written ballot.

                           2.       After the original or other By-laws of the
                  Corporation have been adopted, amended, or repealed, as the
                  case may be, in accordance with the provisions of Section 109
                  of the General Corporation Law of the State of Delaware, and,
                  after the Corporation has received any payment for any of its
                  stock, the power to adopt, amend, or repeal the By-laws of the
                  Corporation may be exercised by the Board of Directors of the
                  Corporation; provided, however, that any provision for the
                  classification of Directors of the Corporation for staggered
                  terms pursuant to the provisions of subsection (d) of Section
                  141 of the General Corporation Law of the State of Delaware
                  shall be set forth in an initial By-law or in a By-law adopted
                  by the stockholders entitled to vote of the Corporation unless
                  provisions for such classification shall be set forth in this
                  Certificate of Incorporation.

                           3.       Whenever the Corporation shall be authorized
                  to issue only one class of stock, each outstanding share shall
                  entitle the holder thereof to notice of, and the right to vote
                  at, any meeting of stockholders. Whenever the Corporation
                  shall be authorized to issue more than one class of stock, no
                  outstanding share of

                                       2



                  any class of stock which is denied voting power under the
                  provisions of the certificate of incorporation shall entitle
                  the holder thereof to the right to vote at any meeting of
                  stockholders except as the provisions of paragraph (2) of
                  subsection (b) of Section 242 of the General Corporation Law
                  of the State of Delaware shall otherwise require; provided,
                  that no share of any such class which is otherwise denied
                  voting power shall entitle the holder thereof to vote upon the
                  increase or decrease in the number of authorized shares of
                  said class.

                  NINTH: No director of the Corporation shall have any personal
liability to the Corporation or to any of its stockholders for monetary damages
for breach of fiduciary duty as a director; provided, however, that this
provision eliminating such personal liability of a director shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the General Corporation law or (iv) for any
transaction from which the director derived an improper personal benefit. If the
General Corporation Law is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the General Corporation law as so amended. Any repeal or
modification of this Article NINTH by the stockholders of the Corporation shall
not adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

                  TENTH: The Corporation shall, to the fullest extent permitted
by the General Corporation Law, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have the power to indemnify under
the General Corporation Law from and against any and all of the expenses,
liabilities or other matters referred to in or covered by the General
Corporation Law, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

                  ELEVENTH: From time to time any of the provisions of this
Certificate of Incorporation may be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the Corporation by
this Certificate of Incorporation are granted subject to the provisions of this
Article ELEVENTH.

Signed on October 27, 1997.

                                          /s/  Robert L. Lawrence
                                          --------------------------------------
                                          ROBERT L. LAWRENCE, Incorporator

                                       3




                              CERTIFICATE OF MERGER

                                       OF

                             BILC ACQUISITION CORP.

                                       AND

                              ILC TECHNOLOGY, INC.

                  It is hereby certified that:

                  1.       The constituent business corporations participating
in the merger herein certified are:

                           (i)      BILC Acquisition Corp., which is
incorporated under the laws of the State of Delaware ("BILC"); and

                           (ii)     ILC Technology, Inc., which is incorporated
under the laws of the State of California.

                  2.       An Agreement and Plan of Merger (the "Merger
Agreement"), dated as of October 30, 1997, as amended by Amendment No. 1 dated
as of January 6, 1998, among BEC Group, Inc., BILC, and ILC Technology, Inc.,
setting forth the terms and conditions of the merger of ILC with and into BILC
has been approved, adopted, certified, executed, and acknowledged by each of the
aforesaid constituent corporations in accordance with the provisions of
subsection (c) of Section 252 of the General Corporation Law of the State of
Delaware.

                  3.       BILC shall be the surviving corporation (the
"Surviving Corporation") and the Certificate of Incorporation of BILC as in
force and effect upon the effective date of the merger, shall be the Certificate
of Incorporation of the Surviving Corporation, except that Article First thereof
relating to the name of the corporation, is hereby amended and changed by
striking out the Article First thereof and by substituting in lieu thereof a new
Article First as follows:

                  "First: The name of the corporation (hereinafter referred to
                  as the "Corporation") is: ILC Technology, Inc."

                  4.       The name of the Surviving Corporation in the merger
herein certified is BILC, which will continue its existence as the Surviving
Corporation under the new name of "ILC Technology, Inc." upon the effective date
of said merger pursuant to the provisions of the General Corporation Law of the
State of Delaware.



                  5.       The executed Merger Agreement between the aforesaid
constituent corporations is on file at the principal place of business of the
Surviving Corporation, the address of which is as follows:

                  ILC Technology, Inc., 399 Java Drive, Sunnyvale, California
94089.

                  6.       A copy of the Merger Agreement will be furnished by
the Surviving Corporation, on request, and without costs, to any stockholder of
each of the aforesaid constituent corporations.

                  7.       The total number of shares of stock which ILC
Technology, Inc. has authority to issue is 10,000,000 shares, no par value.

Dated:            As of March 11, 1998

                                         BILC Acquisition Corp.

                                         By: /s/  Desiree Destefano
                                             -----------------------------------
                                             Name:  Desiree Destefano
                                             Title: Vice President, Finance

Dated:            As of March 11, 1998

                                         ILC Technology, Inc.

                                         By: /s/  Henry C. Baumgartner
                                             -----------------------------------
                                             Name: Henry C. Baumgartner
                                             Title: Chief Executive Officer


                              CERTIFICATE OF MERGER

                                       OF

                             WOLFRAM ELECTRIC, INC.

                                      INTO

                              ILC TECHNOLOGY, INC.

                                ****************

The undersigned corporation

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:

ILC TECHNOLOGY, INC. a Delaware Corporation

WOLFRAM ELECTRIC, INC., a Nevada Corporation

SECOND: That an Agreement of Merger between the parties to the merger has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 252 of
the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation of the merger is ILC
TECHNOLOGY, INC., a Delaware corporation.

FOURTH: That the Certificate of incorporation of ILC TECHNOLOGY, INC., a
Delaware corporation which is surviving the merger, shall be the Certificate of
Incorporation of the surviving corporation.



FIFTH: That the executed Agreement of Merger is on file at an office of the
surviving corporation, the address of which is ILC Technology, Inc., 399 Java
Drive, Sunnyvale, CA 94089.

SIXTH: That a copy of the Agreement of Merger will be furnished by the surviving
corporation, on request and without cost, to any stockholder of any constituent
corporation.

SEVENTH: That this Certificate of Merger shall be effective on June 30, 1999.

                                       ILC TECHNOLOGY, INC.

                                       /s/ William C. Sullivan
                                       -----------------------------------------
                                       William C. Sullivan, Secretary



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                              ILC TECHNOLOGY, INC.

ILC Technology, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware.

         DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the Board
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:

         RESOLVED, that the Certificate of Incorporation of ILC Technology, Inc.
         be amended by changing the First Article thereof so that, as amended,
         said Article shall be and read as follows:

         The name of the corporation is PerkinElmer Optoelectronics NC, Inc.

         SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.

         THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.



         FOURTH: That this Certificate of Amendment of the Certificate of
Incorporation shall be effective on January 1, 2000.

         IN WITNESS WHEREOF, said ILC Technology. Inc., has caused this
certificate to be signed by William C. Sullivan, its Secretary, this 29th day of
November, 1999.

                                            /s/ William C. Sullivan
                                            -----------------------



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                      *****

         PerkinElmer Optoelectronics NC, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

         The present registered agent of the corporation is Corporation Service
Company and the present registered office of the corporation is in the county of
New Castle.

         The Board of Directors of PerkinElmer Optoelectronics NC, Inc. adopted
the following resolution on the 3rd day of January, 2001.

         Resolved, that the registered office of in the state of Delaware be and
it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle, and the authorization of the present
registered agent of this corporation be and the same is hereby withdrawn, and
THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed
the registered agent of this corporation at the address of its registered
office.

         IN WITNESS WHEREOF, PerkinElmer Optoelectronics NC, Inc. has caused
this statement to be signed by John L. Healy, this 3d day of January, 2001.

                                            /s/ John L. Healy
                                            -----------------------------------
                                            Assistant Secretary
                                            PerkinElmer Optoelectronics NC, Inc.

EX-3.18

                                                                    EXHIBIT 3.18

                      PerkinElmer Optoelectronics NC, Inc.

                                    * * * * *
                                     BY-LAWS
                                    * * * * *

                                    ARTICLE I
                                     OFFICES

         Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
board of directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

         Section 2. Annual meetings of stockholders, commencing with the year
2002 shall be held on the third Thursday of May if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 10 am, or at such
other date as shall be designated from time to time by the board of directors
and stated in the notice of the meeting, at which they shall elect by a
plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.

         Section 3. Written notice of the annual meeting stating the place if
any, date and hour of the meeting shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days before the date
of the meeting.

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting for a period of at least ten days prior to the meeting:
(i) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the meeting,
or (ii) during ordinary business hours, at the principal place of business of
the corporation. In the event that the corporation determines to make the list



available on an electronic network, the corporation may take reasonable steps to
ensure that such information is available only to stockholders of the
corporation. If the meeting is to be held at a place, then the list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

         Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

         Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting, and the purpose or purposes for which the meeting is
called, shall be given not less than 10 nor more than 60 days before the date of
the meeting, to each stockholder entitled to vote at such meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

         Section 10. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no



proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period.

         Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                   ARTICLE III
                                    DIRECTORS

         Section 1. The number of directors which shall constitute the whole
board shall be not less than one nor more than seven. The first board shall
consist of three directors. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of the board of directors
or by the stockholders at the annual meeting. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

         Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.



         Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

         Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 7. Special meetings of the board may be called by the president
on one days' notice to each director, either personally or by mail or by
facsimile communication; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors unless the board consists of only one director; in which case special
meetings shall be called by the president or secretary in like manner and on
like notice on the written request of the sole director.

         Section 8. At all meetings of the board, a majority of directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of the board of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

         Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing or electronic transmission, and the writing or
writings or electronic transmission or transmissions are filed with the minutes
of proceedings of the board or committee. Such filing shall be in paper form if
the minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.

         Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.



                             COMMITTEES OF DIRECTORS

         Section 11. The board of directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.

         Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to the following matters: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by the
General Corporation Law of Delaware to be submitted to stockholders for approval
or (ii) adopting, amending or repealing any by-law of the corporation. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors.

         Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

         Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefore. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

         Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

                                   ARTICLE IV
                                     NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by facsimile telecommunication. Notice may
also be given to stockholders by a form of



electronic transmission in accordance with and subject to the provisions of
Section 232 of the General Corporation Law of Delaware.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to notice or a waiver by electronic transmission by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V
                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these bylaws otherwise provide.

         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurers. Any number of offices may be held
by the same person, unless the certificate of incorporation or these by-laws
otherwise provide.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                  THE PRESIDENT

         Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

         Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.



                               THE VICE-PRESIDENTS

         Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

         Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

         Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal



from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.

         Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                                   ARTICLE VI
                             CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president, and by the treasurer- or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation.

         Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General
Corporation Law of Delaware or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

         Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.



                                TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be cancelled and
issuance of new equivalent uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction shall be recorded upon
the books of the corporation.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII
                               GENERAL PROVISIONS
                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.



                                ANNUAL STATEMENT

         Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     CHECKS

         Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                      SEAL

         Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                 INDEMNIFICATION

         Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the General Corporation Law of
Delaware.

                                  ARTICLE VIII
                                   AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

EX-3.19

                                                                    EXHIBIT 3.19


                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          OPTICAL RADIATION CORPORATION

         It is hereby certified that:

         1.       The date of filing of the original Certificate of
Incorporation of the Corporation with the Secretary of State of Delaware is
December 21, 1994.

         2.       The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article FIRST through Article FOURTEEN thereof and by
substituting in lieu thereof new Article FIRST through Article FOURTEEN, which
are set forth in the Restated Certificate of Incorporation hereinafter provided
for.

         3.       The provisions of the Certificate of Incorporation of the
Corporation as heretofore amended and/or supplemented, and as herein amended,
are hereby restated and integrated into the single instrument which is
hereinafter set forth, and which is entitled Restated Certificate of
Incorporation of ORC TECHNOLOGIES, INC., without any further amendment other
than the amendments herein certified and without any discrepancy between the
provision of the Certificate of Incorporation as heretofore amended and
supplemented and the provisions of the said singe instrument hereinafter set
forth.

         4.       The amendments and the restatement of the Certificate of
Incorporation herein certified have been duly adopted by the Corporation's sole
shareholder, and have been ratified, adopted and approved by the Corporation's
Board of Directors, all in accordance with the provisions of Sections 242 and
245 of the General Corporation Law of the State of Delaware.

         The Certificate of Incorporation of the Corporation, as amended and
restated herein, shall at the effective time of this Restated Certificate of
Incorporation, read as follows:

                                       1



                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             ORC TECHNOLOGIES, INC.

                  The undersigned, a natural person, for the purposes of
organizing a corporation for conducting the business and promoting the purposes
hereinafter stated, under the provisions and subject to the requirements of the
laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware
Code and the acts amendatory thereof and supplemental thereto, and known,
identified and referred to as the "General Corporation Law of the State of
Delaware"), hereby certifies that:

         FIRST:     The name of the Corporation (hereinafter referred to as the
"Corporation") is:

                             ORC TECHNOLOGIES, INC.

         SECOND:    The address, including street, number, city and county, of
the registered office of the Corporation in the State of Delaware is 1013 Centre
Road, Wilmington, Delaware 19805, County of New Castle; and the name of the
registered agent of the Corporation in the State of Delaware is Corporation
Service Company,

         THIRD:     The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

         FOURTH:    The total number of shares of stock which the Corporation
shall have authority to issue is One Thousand Five Hundred (1,500) shares, par
value of $.01 per share. All such shares are of one class and are shares of
Common Stock.

         FIFTH:     The name and the mailing address of the incorporator is as
follows:



Name                          Mailing Address
- ----                          ---------------
                           
Peter H. Trembath             c/o BEC Group, Inc.
                              1601 Valley View Lane
                              Dallas, TX  75234


         SIXTH:     The Corporation is to have perpetual existence.

         SEVENTH:   Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of any receiver or receivers appointed for this Corporation under
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value

                                       2



of the creditors or class of creditors, and/or the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders of this Corporation, as the case
may be, and also on this Corporation.

         EIGHTH:    For the management of the business and for the conduct of
the affairs of the Corporation, and in further definition, limitation and
regulation of the powers of the Corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:

                           1.       The management of the business and the
         conduct of the affairs of the Corporation shall be vested in its Board
         of Directors. The number of directors which shall constitute the whole
         Board of Directors shall be fixed by, or in the manner provided in, the
         By-laws. The phrase "whole Board" and the phrase "total number of
         directors" shall be deemed to have the same meaning to wit, the total
         number of directors which the Corporation would have if there were no
         vacancies. No election of directors need be by written ballot.

                           2.       After the original or other By-laws of the
         Corporation have been adopted, amended, or repealed, as the case may
         be, in accordance with the provisions of Section 109 of the General
         Corporation Law of the State of Delaware, and, after the Corporation
         has received any payment for any of its stock, the power to adopt,
         amend, or repeal the By-laws of the Corporation may be exercised by the
         Board of Directors of the Corporation; provided, however, that any
         provision for the classification of directors of the Corporation for
         staggered terms pursuant to the provisions of subsection (d) of Section
         141 of the General Corporation Law of the State of Delaware shall be
         set forth in the initial By-laws or in by-laws adopted by the
         stockholders entitled to vote of the Corporation unless provisions for
         such classification shall be set forth in this Certificate of
         Incorporation.

                           3.       Whenever the Corporation shall be authorized
         to issue only one class of stock, each outstanding share shall entitle
         the holder thereof to notice of, and the right to vote at, any meeting
         of stockholders. Whenever the Corporation shall be authorized to issue
         more than one class of stock, no outstanding share of any class of
         stock which is denied voting power under the provisions of the
         certificate of incorporation shall entitle the holder thereof to the
         right to vote at any meeting of the stockholders except as the
         provisions of paragraph (2) of the subsection (b) of ss. 242 of the
         General Corporation Law of the State of Delaware shall otherwise
         require; provided, that no share of any such class which is otherwise
         denied voting power shall entitle the holder thereof to vote upon the
         increase or decrease in the number of authorized shares of said class.

         NINTH:     The personal liability of the directors of the Corporation
is hereby eliminated to the fullest extent permitted by paragraph (7) of
subsection (b) of Section 102 of the

                                       3



General Corporation Law of the State of Delaware, as the same may be amended and
supplemented.

         TENTH:     The Corporation shall, to the fullest extent permitted by
the General Corporation Law, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have the power to indemnify under
the General Corporation Law from and against any and all of the expenses,
liabilities or other matters referred to in or covered by the General
Corporation Law, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

         ELEVENTH:  The Board of Directors shall have the power to make, add to,
delete from, alter and repeal the Corporation's By-laws.

         TWELFTH:   The Corporation expressly elects not to be governed by
Section 203 of the Delaware General Corporation Law.

         THIRTEENTH:  From time to time any of the provisions of this
Certificate of Incorporation may be amended, altered or repealed after
authorization by the Board of Directors and the affirmative vote of the holders
of record of a majority of all of the issued and outstanding shares of the
Corporation entitled to vote in respect thereof, and other provisions authorized
by the laws of the State of Delaware at the time in force may be added or
inserted in the manner and at the time prescribed by said laws, and all rights
at any time conferred upon the stockholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article Thirteenth.

Signed and attested to on May 28, 1997.

                                     /s/ Peter H. Trembath
                                     -------------------------------------------
                                     Peter H. Trembath, Secretary

                                       4



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                             ORC TECHNOLOGIES, INC.

ORC Technologies, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the Board
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:

         RESOLVED, that the Certificate of Incorporation of ORC Technologies,
         Inc. be amended by changing the First Article thereof so that, as
         amended, said Article shall be and read as follows:

         The name of the corporation is PerkinElmer Optoelectronics SC, Inc.

         SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.

         THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.

         FOURTH: That this Certificate of Amendment of the Certificate of
Incorporation shall be effective on January 1, 2000.

         IN WITNESS WHEREOF, said ORC Technologies, Inc., has caused this
certificate to be signed by William C. Sullivan, its Secretary, this 29th day of
November, 1999.

                                       /s/ William C. Sullivan
                                       -----------------------------------------



                                   CERTIFICATE
             FOR RENEWAL AND REVIVAL OF CERTIFICATE OF INCORPORATION

PerkinElmer Optoelectronics SC, Inc., a corporation organized under the laws of
Delaware, the Certificate of Incorporation of which was filed in the office of
the Secretary of State on the 21st day of December, 1994 and thereafter voided
for non-payment of taxes, now desiring to procure a revival of its Certificate
of Incorporation, hereby certifies as follows;

         1.       The name borne by the corporation at the time its Certificate
of Incorporation became void is * PerkinElmer Optoelectronics SC, Inc.,

         2.       Its registered office in the State of Delaware is located at
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle and the name of its registered agent at such address is The Corporation
Trust Company.

         3.       The date when revival of the Certificate of Incorporation of
this corporation is to commence is 28th *day of February, 2001, same being prior
to the date the Certificate of Incorporation became void. Revival of the
Certificate of Incorporation is to be perpetual.

         4.       This corporation was duly organized under the laws of Delaware
and carried on the business authorized by its Certificate of Incorporation until
the 1st day of March, 2001, at which time its Certificate of Incorporation
became inoperative and void for non-payment of taxes and this Certificate for
Renewal and Revival is filed by authority of the duly elected directors of the
corporation with the laws of Delaware.

* (Must be the day before the day upon which the Certificate of Incorporation
became void.)

         IN WITNESS WHEREOF, said PerkinElmer Optoelectronics SC, Inc., in
compliance with Section 312 of Title 8 of the Delaware Code has caused this
Certificate to be signed by John L. Healy, its last and acting Secretary,* this
22nd day of March, 2001.

                                       /s/ John L. Healy
                                       -----------------------------------------

                                               By: John L. Healy, Secretary

EX-3.20

                                                                    EXHIBIT 3.20

                      PERKINELMER OPTOELECTRONICS SC, INC.
                                    * * * * *

                                     BY-LAWS
                                    * * * * *

                                    ARTICLE I
                                     OFFICES

         Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
board of directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

         Section 2. Annual meetings of stockholders, commencing with the year
2002 shall be held on the third Thursday of May if not a legal holiday, and if a
legal holiday, then on the next secular day following, or at such other date as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting, at which they shall elect by a plurality vote a board
of directors, and transact such other business as may properly be brought before
the meeting.

         Section 3. Written notice of the annual meeting stating the place if
any, date and hour of the meeting shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days before the date
of the meeting.

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting for a period of at least ten days prior to the meeting:
(i) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the meeting,
or (ii) during ordinary business hours, at the principal place of business of
the corporation. In the event that the corporation determines to make the list
available on an electronic network, the corporation may take reasonable steps to
ensure that such information is available only to stockholders of the
corporation. If the meeting is to be held at a



place, then the list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present. If the meeting is to be held solely by means of remote
communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.

         Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

         Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting, and the purpose or purposes for which the meeting is
called, shall be given not less than 10 nor more than 60 days before the date of
the meeting, to each stockholder entitled to vote at such meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

         Section 10. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.



         Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                   ARTICLE III
                                    DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall
be not less than one nor more than seven. The first board shall consist of three
directors. Thereafter, within the limits above specified, the number of
directors shall be determined by resolution of the board of directors or by the
stockholders at the annual meeting. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his successor is elected and
qualified. Directors need not be stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

         Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to



constitute the meeting, provided a quorum shall be present. In the event of the
failure of the stockholders to fix the time or place of such first meeting of
the newly elected board of directors, or in the event such meeting is not held
at the time and place so fixed by the stockholders, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.

         Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 7. Special meetings of the board may be called by the president
on one days' notice to each director, either personally or by mail or by
facsimile communication; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors unless the board consists of only one director; in which case special
meetings shall be called by the president or secretary in like manner and on
like notice on the written request of the sole director.

         Section 8. At all meetings of the board, a majority of directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of the board of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

         Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing or electronic transmission, and the writing or
writings or electronic transmission or transmissions are filed with the minutes
of proceedings of the board or committee. Such filing shall be in paper form if
the minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.

         Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

         Section 11. The board of directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.



         Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to the following matters: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by the
General Corporation Law of Delaware to be submitted to stockholders for approval
or (ii) adopting, amending or repealing any by-law of the corporation. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors.

         Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

         Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefore. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

         Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

                                   ARTICLE IV
                                     NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by facsimile telecommunication. Notice may
also be given to stockholders by a form of electronic transmission in accordance
with and subject to the provisions of Section 232 of the General Corporation Law
of Delaware.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to notice or a waiver by electronic transmission by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.



                                    ARTICLE V
                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.

         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurers. Any number of offices may be held
by the same person, unless the certificate of incorporation or these by-laws
otherwise provide.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                  THE PRESIDENT

         Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

         Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

         Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.



                      THE SECRETARY AND ASSISTANT SECRETARY

         Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

         Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

         Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.



                                   ARTICLE VI
                             CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president, and by the treasurer- or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation.

         Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General
Corporation Law of Delaware or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

         Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be cancelled and
issuance of new equivalent uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction shall be recorded upon
the books of the corporation.



                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII
                               GENERAL PROVISIONS
                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

         Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.



                                     CHECKS

         Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                      SEAL

         Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                 INDEMNIFICATION

         Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the General Corporation Law of
Delaware.

                                  ARTICLE VIII
                                   AMENDMENTS

         Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

EX-3.21

                                                                    EXHIBIT 3.21

                        THE COMMONWEALTH OF MASSACHUSETTS

                 OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
                         MICHAEL J. CONNOLLY, SECRETARY
                  ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

                            ARTICLES OF ORGANIZATION
                                (UNDER G.L. 156B)

                                    ARTICLE I

                         The name of the corporation is:

                               EG&G Holdings, Inc.

                                   ARTICLE II

      The purpose of the corporation is to engage in the following business
                                  activities:

         To manufacture instruments and components. Notwithstanding the
      foregoing, the purpose of the corporation is to engage in any lawful
          Massachusetts Business Corporation Law, more specifically to
                     manufacture instruments and components


         Note: If the space provided under any article or item on this form is
         insufficient, additions shall be set forth on separate 8 1/2 x 11 inch
         sheets of paper, leaving a left hand margin of at least 1 inch for
         binding. Additions to more than one article may be continued on a
         single sheet so long as each article requiring each such addition is
         clearly indicated.
         (Mass. - 1635 - 7/12/90)




                                   ARTICLE III

The type and classes of stock and the total number of shares and par value, if
any, of each type and class of stock which the corporation is authorized to
issue is as follows:

         WITHOUT PAR VALUE STOCKS


- --------------------------------------
   TYPE             NUMBER OF SHARES
- --------------------------------------
                 
COMMON:                 200,000
- --------------------------------------
PREFERRED
- --------------------------------------


         WITH PAR VALUE STOCKS



- -----------------------------------------------------------
    TYPE             NUMBER OF SHARES           PAR VALUE
- -----------------------------------------------------------
                                          
COMMON
- -----------------------------------------------------------
PREFERRED
- -----------------------------------------------------------


                                   ARTICLE IV

If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established with any class.

                                    ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are as follows:

                                   ARTICLE VI

Other lawful provisions, if any, for the conduct and regulation of business and
affairs of the corporation, for its voluntary dissolution, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders: (If there are no provisions state
"None".)

Note: The preceding six (6) articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment.




                                   ARTICLE VII

The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of the Commonwealth. If a later effective date is
desired, specify such date which shall not be more than thirty days after the
date of filing.

The information contained in ARTICLE VIII is NOT a PERMANENT part of the
Articles of Organization and may be changed ONLY by filing the appropriate form
provided therefor.

                                  ARTICLE VIII

a.       The post office address of the corporation IN MASSACHUSETTS is: 45
William Street, Wellesley, Massachusetts 02181

b.       The name, residence and post office address (if different) of the
directors and officers of the corporation are as follows:



              NAME                  RESIDENCE             POST OFFICE ADDRESS
                                 
President:  William F. Roppenecker  1066 Wittenberg Road, Mount Tremper, NY 12457

Treasurer:  Peter A. Broadbent      45 Hampshire Road, Wellesley, MA 02181

Clerk:      John S. Donahue         4 Essex Place, Chelmsford, MA 01824

Directors:  John S. Donahue         4 Essex Place, Chelmsford, MA 01824
            Murray Gross            9 Eliot Lane, Weston, MA 02193
            Fred B. Parks           404 Katahdin Drive, Lexington, MA 02173


c.       The fiscal year of the corporation shall end on the last day of the
month of: December

d.       The name and BUSINESS address of the RESIDENT AGENT of the corporation,
if any, is: C T CORPORATION SYSTEM, 2 Oliver Street, Boston, Massachusetts 02109

                                   ARTICLE IX

By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above have been duly elected.

IN WITNESS WHEREOF and under the pains and penalties of perjury, I/WE, whose
signature(s) appear below as incorporator(s) and whose names and business or
residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws Chapter 156B and do hereby sign these Articles of
Organization as Incorporator(s) this 16th day of December 1994.




/s/ Kristen Tirrell
- --------------------------------------------------------------------------------
Kristen Tirrell          2 Oliver Street, Boston, Massachusetts 02109

/s/ Lauren Kreatz
- --------------------------------------------------------------------------------
Lauren Kreatz            2 Oliver Street, Boston, Massachusetts 02109

/s/ Siobhan Vincent
- --------------------------------------------------------------------------------
Siobhan Vincent          2 Oliver Street, Boston, Massachusetts 02109

Note: If an already-existing corporation is acting as Incorporator, type in the
exact name of the corporation, the state or other jurisdiction where it was
incorporated, the name of the person signing on behalf of said corporation and
the title he/she holds or other authority by which such action is taken.




                                                                    484630

[STAMP: SECRETARY OF STATE
RECEIVED 1994 DEC 16 PM 3:50
CORPORATION DIVISION]

                        THE COMMONWEALTH OF MASSACHUSETTS

                            ARTICLES OF ORGANIZATION

                      GENERAL LAWS CHAPTER 156B, SECTION 12
                      -------------------------------------

         I hereby certify that, upon an examination of these articles of
organization, duly submitted to me, it appears that the provisions of the
General Laws relative to the organization or corporations have been complied
with, and I hereby approve said articles and the filing fee in the amount of
$200 having been paid, said articles are deemed to have been filed with me this
16th day of December 1994.

Effective date
                           /s/ Michael Joseph Connolly

                               Michael J. Connolly
                               Secretary of State

FILING FEE: 1/10 OF 1% of the total amount of the authorized capital stock, but
not less than $200.00. For the purpose of filing, shares of stock having a par
value less than one dollar, or no par stock, shall be deemed to have a par value
of one dollar per share.

                         [STAMP/SEAL: A TRUE COPY ATTEST
                           /s/ William Francis Galvin
                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH
                       DATE: 12/9/02 CLERK: /s/__________]
                             -------

                PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT

                ________________________________________________

                ________________________________________________

                ________________________________________________

                Telephone:______________________________________




                        THE COMMONWEALTH OF MASSACHUSETTS

                                                       FEDERAL IDENTIFICATION
                             MICHAEL JOSEPH CONNOLLY   NO. 04-2436772
                                Secretary of State
                               ONE ASHBURTON PLACE     FEDERAL IDENTIFICATION
                               BOSTON, MASS. 02108     NO. 04-2436772
                                                       000484630


                               ARTICLES OF MERGER*
               PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 79

The fee for filing this certificate is prescribed by General Laws, Chapter 156B,
                                  Section 114.
            Make checks payable to the Commonwealth of Massachusetts

MERGER* OF                       [Not Reg]  EG&G Holdings, Inc., a Delaware
                                            Corporation and EG&G Holdings, Inc.,
                                            a Massachusetts Corporation
                                                    the constituent corporations
                                            into
                                       [S]  EG&G Holdings, Inc.

the surviving* corporation organized under the laws of Massachusetts as
specified in the agreement referred to in Paragraph 1 below.

         The undersigned officers of each of the constituent corporations
certify under the penalties of perjury as follows:

         1.       An agreement of merger* has been duly adopted in compliance
with the requirements of subsections (b) and (c) of General Laws, Chapter 156B,
Section 79, and will be kept as provided by subsection (c) thereof. The
resulting* surviving* corporation will furnish a copy of said agreement to any
of its stockholders, or to any person who was a stockholder of any constituent
corporation, upon written request and without charge.

         2.       The effective date of the merger* determined pursuant to the
agreement referred to in paragraph 1 shall be upon filing with the Secretary of
State of Massachusetts

         3.       (For a merger)
         **       The following amendments to the articles of organization of
                  the SURVIVING corporation to be effected pursuant to the
                  agreement of merger referred to in paragraph 1 are as follows:
                                      NONE


*Delete the inapplicable words.

**If there are no provisions state "NONE."




NOTE:    If the space provided under article 3 is insufficient, additions shall
         be set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a
         left hand margin of at least 1 inch for binding. Additions to more than
         one article may be continued on a single sheet so long as each article
         requiring each such addition is clearly indicated.
(MASS. - 1676 - 10/12/89)



         (b)      The total number of shares and the par value, if any, of each
class of stock which the resulting corporation is authorized to issue is as
follows:



- ---------------------------------------------------------------------------------------------------------------
                                WITHOUT PAR VALUE                             WITH PAR VALUE
                               --------------------------------------------------------------------------------
                                                                                          PAR
CLASS OF STOCK                 NUMBER OF SHARES                NUMBER OF SHARES          VALUE        AMOUNT
- ---------------------------------------------------------------------------------------------------------------
                                                                                          
   Preferred                                                                                          $
- ---------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------
    Common
- ---------------------------------------------------------------------------------------------------------------


         **(c)    If more than one class is authorized, a description of each of
the different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established.

                                      NONE

         ***(d)   Other lawful provisions, if any, for the conduct and
regulation of the business and affairs of the corporation, for its voluntary
dissolution, for restrictions upon the transfer of shares of stock of any class,
or for limiting, defining, or regulating the powers of the corporation, or of
its directors or stockholders, or of any class of stockholders:

                                      NONE

[deleted] other than Massachusetts.)

The following information shall not for any purpose be treated as a permanent
part of the articles of organization of the surviving* corporation.

         (a)      The post office address of the principal office of the
surviving* corporation in Massachusetts is: 45 William Street, Wellesley, MA
02181

         (b)      The name, residence and post office address of each of the
directors and President, Treasurer and Clerk of the surviving* corporation is as
follows:



            Name                       Residence             Post Office Address
                                    
President  William F. Roppenecker      1066 Wittenberg Road
                                       Mount Tremper, NY  12457
Treasurer  Peter A. Broadbent          45 Hampshire Road
                                       Wellesley, MA  02181
Clerk      John S. Donahue             4 Essex Place
                                       Chelmsford, MA  01824
Directors  John S. Donahue             4 Essex Place, Chelmsford, MA  01824
           Murray Gross                9 Eliot Lane, Weston, MA  02193
           Fred B. Parks               404 Katahdin Drive, Lexington, MA  02173





         (c)      The date adopted on which the fiscal year of the surviving*
corporation ends is: calendar year

         (d)      The date fixed in the by-laws for the Annual Meeting of
stockholders of the surviving* corporation is: 10:00 a.m. on third Tuesday in
May

*Delete the inapplicable words.

**If there are no provisions state "NONE."

NOTE: If the space provided under article 3 is insufficient, additions shall
      be set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a
      left hand margin of at least 1 inch for binding. Additions to more than
      one article may be continued on a single sheet so long as each article
      requiring each such addition is clearly indicated.



         [Deleted]

         FOR MASSACHUSETTS CORPORATIONS

         The undersigned Vice President* and Assistant Clerk* of EG&G Holdings,
Inc. a corporation organized under the laws of Massachusetts further state under
the penalties of perjury that the agreement of merger* referred to in paragraph
1 has been duly executed on behalf of such corporation and duly approved in the
manner required by General Laws, Chapter 156B, Section 79.

                            /s/ John S. Donahue               Vice President*
                         -----------------------------------

                            /s/ William C. Sullivan           Assistant Clerk*
                         -----------------------------------

         FOR CORPORATIONS ORGANIZED OTHER THAN IN MASSACHUSETTS

         The undersigned Theodore P. Theodores + and John S. Donahue ++ of EG&G
Holdings, Inc. a corporation organized under the laws of Delaware further state
under the penalties of perjury that the agreement of merger* referred to in
paragraph 1, has been duly adopted by such corporation in the manner required by
the laws of Delaware.

                            /s/ T. P. Theodores               +
                         -----------------------------------

                            /s/ John S. Donahue               ++
                         -----------------------------------

*Delete the inapplicable words.

+  Specify the officer having powers and duties corresponding to those of the
   President or Vice President of a Massachusetts corporation organized under
   General Laws, Chapter 156B.

++ Specify the officer having power and duties corresponding to the Clerk or
   Assistant Clerk of such a Massachusetts corporation.

         (MASS. - 1676)



                                                                          485220

[STAMP: SECRETARY OF STATE
RECEIVED 1994 DEC 22 AM 11:54
CORPORATION DIVISION]

                        THE COMMONWEALTH OF MASSACHUSETTS

                       ARTICLES OF CONSOLIDATION* MERGER*
                    (GENERAL LAWS, CHAPTER 156B, SECTION 79)

         I hereby approve the within articles of merger* and, the filing fee in
the amount of $250.00 having been paid, said articles are deemed to have been
filed with me this 22nd day of December, 1994.

Effective Date                                /s/ Michael Joseph Connolly
12/22/94
                                              MICHAEL JOSEPH CONNOLLY
                                                 Secretary of State

                         [STAMP/SEAL: A TRUE COPY ATTEST
                           /s/ William Francis Galvin
                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH
                        DATE: 12/6/02 CLERK: /s/_______ ]
                              --------

                         TO BE FILLED IN BY CORPORATION
                   PHOTOCOPY OF ARTICLES OF MERGER TO BE SENT

                  TO:          CT CORPORATION SYSTEM
                               2 Oliver Street
                               Boston, Massachusetts  02109
                  Telephone:   (617) 482-4420

*Delete the inapplicable words.



                        THE COMMONWEALTH OF MASSACHUSETTS

                                                      FEDERAL IDENTIFICATION
                                                      NO.04-2436772
                             MICHAEL JOSEPH CONNOLLY  000484630
                               Secretary of State
                               ONE ASHBURTON PLACE    FEDERAL IDENTIFICATION
                               BOSTON, MASS. 02108    NO. 95-2947861



                               ARTICLES OF MERGER*
               PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 79

The fee for filing this certificate is prescribed by General Laws, Chapter 156B,
                                  Section 114.
            Make checks payable to the Commonwealth of Massachusetts

MERGER* OF                        [S]   EG&G Holdings, Inc., a Massachusetts
                                        Corporation and
                            [Not Reg]   Frank Hill Associates, Inc. a California
                                        Corporation
                                                    the constituent corporations
                                        into
                                        EG&G Holdings, Inc.

the surviving* corporation organized under the laws of Massachusetts as
specified in the agreement referred to in Paragraph 1 below.

         The undersigned officers of each of the constituent corporations
certify under the penalties of perjury as follows:

         1.       An agreement of merger* has been duly adopted in compliance
with the requirements of subsections (b) and (c) of General Laws, Chapter 156B,
Section 79, and will be kept as provided by subsection (c) thereof. The
resulting* surviving* corporation will furnish a copy of said agreement to any
of its stockholders, or to any person who was a stockholder of any constituent
corporation, upon written request and without charge.

         2.       The effective date of the merger* determined pursuant to the
agreement referred to in paragraph 1 shall be Upon filing

         3.       (For a merger)

         **       The following amendments to the articles of
                  organization of the SURVIVING corporation to be effected
                  pursuant to the agreement of merger referred to in paragraph 1
                  are as follows:
                                      NONE

*Delete the inapplicable words.



**If there are no provisions state "NONE."

NOTE:    If the space provided under article 3 is insufficient, additions shall
         be set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a
         left hand margin of at least 1 inch for binding. Additions to more than
         one article may be continued on a single sheet so long as each article
         requiring each such addition is clearly indicated.
(MASS. - 1676 - 10/12/89)



         (b)      The total number of shares and the par value, if any, of each
class of stock which the resulting corporation is authorized to issue is as
follows:



- -----------------------------------------------------------------------------------------------------------------
                                WITHOUT PAR VALUE                             WITH PAR VALUE
                             ------------------------------------------------------------------------------------
                                                                                          PAR
CLASS OF STOCK                 NUMBER OF SHARES                NUMBER OF SHARES          VALUE         AMOUNT
- -----------------------------------------------------------------------------------------------------------------
                                                                                           
   Preferred                                                                                           $
- -----------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------
    Common
- -----------------------------------------------------------------------------------------------------------------


         **(c)    If more than one class is authorized, a description of each of
the different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established.

                                      NONE

         ***(d)   Other lawful provisions, if any, for the conduct and
regulation of the business and affairs of the corporation, for its voluntary
dissolution, for restrictions upon the transfer of shares of stock of any class,
or for limiting, defining, or regulating the powers of the corporation, or of
its directors or stockholders, or of any class of stockholders:

                                      NONE

         4.       (This paragraph 4 may be deleted if the surviving* corporation
is organized under the laws of a state other than Massachusetts.)

The following information shall not for any purpose be treated as a permanent
part of the articles of organization of the surviving* corporation.

         (a)      The post office address of the principal office of the
surviving* corporation in Massachusetts is: 45 William Street, Wellesley, MA
02181

         (b)      The name, residence and post office address of each of the
directors and President, Treasurer and Clerk of the surviving* corporation is as
follows:



                Name                   Residence             Post Office Address
                                    
President  William F. Roppenecker      1066 Wittenberg Road
                                       Mount Tremper, NY  12457
Treasurer  Peter A. Broadbent          45 Hampshire Road
                                       Wellesley, MA  02181
Clerk      John S. Donahue             4 Essex Place
                                       Chelmsford, MA  01824
Directors  John S. Donahue             4 Essex Place, Chelmsford, MA  01824
           Murray Gross                9 Eliot Lane, Weston, MA  02193
           Fred B. Parks               404 Katahdin Drive, Lexington, MA  02173




         (c)      The date adopted on which the fiscal year of the surviving*
corporation ends is: calendar year

         (d)      The date fixed in the by-laws for the Annual Meeting of
stockholders of the surviving* corporation is: 10:00 a.m. on third Thursday in
May

*Delete the inapplicable words.

**If there are no provisions state "NONE."

NOTE: If the space provided under article 3 is insufficient, additions shall
      be set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a
      left hand margin of at least 1 inch for binding. Additions to more than
      one article may be continued on a single sheet so long as each article
      requiring each such addition is clearly indicated.



         [Deleted]

         FOR MASSACHUSETTS CORPORATIONS

         The undersigned Vice President* and Assistant Clerk* of EG&G Holdings,
Inc. a corporation organized under the laws of Massachusetts further state under
the penalties of perjury that the agreement of merger* referred to in paragraph
1 has been duly executed on behalf of such corporations and duly approved in the
manner required by General Laws, Chapter 156B, Section 79.

                             /s/ John S. Donahue              Vice President*
                         -----------------------------------

                             /s/ William C. Sullivan          Assistant Clerk*
                         -----------------------------------

         FOR CORPORATIONS ORGANIZED OTHER THAN IN MASSACHUSETTS

         The undersigned William C. Sullivan + and John S. Donahue ++ of Frank
Hill Associates, Inc. a corporation organized under the laws of ____________
further state under the penalties of perjury that the agreement of merger*
referred to in paragraph 1, has been duly adopted by such corporation in the
manner required by the laws of California.

                                   /s/ William C. Sullivan          +
                               -----------------------------------

                                   /s/ John S. Donahue              ++
                               -----------------------------------

*Delete the inapplicable words.

+  Specify the officer having powers and duties corresponding to those of the
   President or Vice President of a Massachusetts corporation organized under
   General Laws, Chapter 156B.

++ Specify the officer having power and duties corresponding to the Clerk or
   Assistant Clerk of such a Massachusetts corporation.

         (MASS. - 1676)



                                   488235                                  40499

[STAMP:
RECEIVED JAN 11 1995
SECRETARY OF STATE CORPORATION DIVISION]

                        THE COMMONWEALTH OF MASSACHUSETTS

                       ARTICLES OF CONSOLIDATION* MERGER*
                    (GENERAL LAWS, CHAPTER 156B, SECTION 79)

         I hereby approve the within articles of consolidation* merger* and, the
filing fee in the amount of $250 having been paid, said articles are deemed to
have been filed with me this 11th day of January 1995.

Effective Date                                  /s/ Michael Joseph Connolly
1/11/95
                                                MICHAEL JOSEPH CONNOLLY
                                                   Secretary of State

                         [STAMP/SEAL: A TRUE COPY ATTEST
                           /s/ William Francis Galvin
                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH
                        DATE: 12/6/02 CLERK: /s/________]
                              -------

                         TO BE FILLED IN BY CORPORATION
                   PHOTOCOPY OF ARTICLES OF MERGER TO BE SENT

                  TO:         CT CORPORATION SYSTEM
                              2 Oliver Street
                              Boston, Massachusetts  02109
                  Telephone:  (617) 482-4420

*Delete the inapplicable words.



                         FEDERAL IDENTIFICATION       FEDERAL IDENTIFICATION
                         NO. 88-0273473                  NO. 95-2947861
                         000484630

                             THE COMMONWEALTH OF MASSACHUSETTS
           /s/ BS                  WILLIAM FRANCIS GALVIN                    081
         ---------             Secretary of the Commonwealth                 052
         Examiner  One Ashburton Place, Boston, Massachusetts 02108-1512

                                    ARTICLES OF MERGER*
                         (GENERAL LAWS, CHAPTER 156B, SECTION 79)

         MERGER* OF           [Not Reg]  Westpart Corporation

                              [S]        EG&G Holdings, Inc.

                                              the constituent corporations, into

                                         EG&G Holdings, Inc.

         /*one of the constituent corporations organized under the laws of:
         Massachusetts

         The undersigned officers of each of the constituent corporations
         certify under the penalties of perjury as follows:

         1. An agreement of merger* has been duly adopted in compliance with the
         requirements of General Laws, Chapter 156B, Section 79, and will be
         kept as provided by Subsection (c) thereof. The surviving* corporation
         will furnish a copy of said agreement to any of its stockholders, or to
         any person who was a stockholder of any constituent corporation, upon
         written request and without charge.

         2. The effective date of the merger* determined pursuant to the
         agreement of *merger shall be the date approved and filed by the
         Secretary of the Commonwealth: If a later effective date is desired,
         specify such date which shall not be more than thirty days after the
         date of filing:

         3. (For a merger)

         ** The following amendments to the Articles of Organization of the
         surviving corporation have been effected pursuant to the agreement of
         merger: NONE

         (For a consolidation)
         (a) The purpose of the resulting corporation is to engage in the
         following business activities:

         *Delete the inapplicable words.

         **If there are no provisions state "NONE."

         NOTE:    If the space provided under any article or item on this form
                  is insufficient, additions shall be set forth on separate
                  8 1/2 x 11 inch sheets of paper, leaving a left hand margin of
                  at least 1 inch for binding. Additions to more than one
                  article may be continued on a single sheet so long as each
                  article requiring each such addition is clearly indicated.

         (MASS. - 1676 - 6/30/95)



(For a consolidation)

(a) State the total number of shares and the par value, if any, of each class of
stock which the resulting corporation is authorized to issue:



- ------------------------------------------------------------------------------------------------
           WITHOUT PAR VALUE                             WITH PAR VALUE
- ------------------------------------------------------------------------------------------------
   TYPE             NUMBER OF SHARES      TYPE          NUMBER OF SHARES          PAR VALUE
- ------------------------------------------------------------------------------------------------
                                                                      
Common:                                 Common:
- ------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------
Preferred:                             Preferred:
- ------------------------------------------------------------------------------------------------

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


**(c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, and special or relative rights or privileges of each
class and of each series then established.

**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:

**(e) Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:

ITEM 4 BELOW MAY BE DELETED IF THE RESULTING/SURVIVING CORPORATION IS ORGANIZED
UNDER THE LAWS OF A STATE OTHER THAN MASSACHUSETTS.

4. The information contained in Item 4 is not a permanent part of the Articles
of Organization of the *resulting / *surviving corporation.

(a) The street address (post office boxes are not acceptable) of the *resulting
/ *surviving corporation in Massachusetts is: 45 William Street, Wellesley, MA
02181

**If there are no provisions state "NONE."

(MASS. - 1676)




(b) The name, residential address and post office address of each director and
officer of the *resulting / *surviving corporation is:



                                                                POST OFFICE
               NAME                   RESIDENTIAL ADDRESS         ADDRESS
                                                          
President:  William F. Roppenecker    1066 Wittenberg Road         Same
                                      Mt. Tremper, NY  12457
Treasurer:  Daniel T. Heaney          10 Hillcrest Rd.             Same
                                      Reading, MA  01867
Clerk:      William C. Sullivan       11 Crest Drive               Same
                                      Dover, MA  02030
Directors:  Murray Gross              9 Eliot Lane                 Same
                                      Weston, MA  02193
            John S. Donohue           4 Essex Place                Same
                                      Chelmsford, MA  01824
            Fred B. Parks             404 Katahdin Drive           Same
                                      Lexington, MA  02173


(c) The fiscal year ended (i.e. tax year) of the *surviving corporation shall
end on the last day of the month of: December.

(d) The name and business address of the resident agent, if any, of the
*surviving corporation is: c/o C T Corporation System, 2 Oliver Street, Boston,
MA 02109

ITEM 5 BELOW MAY BE DELETED IF THE RESULTING/SURVIVING CORPORATION IS ORGANIZED
UNDER THE LAWS OF MASSACHUSETTS.

5. The *resulting / *surviving corporation hereby agrees that it may be sued in
the Commonwealth of Massachusetts for any prior obligation of any constituent
Massachusetts corporation, any prior obligation of any constituent foreign
corporation qualified under General Laws, Chapter 181, and any obligations
hereafter incurred by the *resulting / *surviving corporation, including the
obligation created by General Laws, Chapter 156B, Section 85, so long as any
liability remains outstanding against the corporation in the Commonwealth of
Massachusetts, and it hereby irrevocably appoints the Secretary of the
Commonwealth as its agent to accept service of process in any action for the
enforcement of such obligation, including taxes, in the same manner as provided
in Chapter 181.

FOR MASSACHUSETTS CORPORATIONS

The undersigned Vice President* and Assistant Clerk* of EG&G Holdings, Inc., a
corporation organized under the laws of Massachusetts, further state under the
penalties of perjury that the agreement of *consolidation / *merger has been
duly executed on behalf of such corporation and duly approved in the manner
required by General Laws, Chapter 156B, Section 78.

/s/ John S. Donahue                               , *Vice President
- -------------------------------------------------



John S. Donahue

/s/ William C. Sullivan                           , *Assistant Clerk
- -------------------------------------------------
William C. Sullivan

FOR CORPORATIONS ORGANIZED OTHER THAN IN MASSACHUSETTS

The undersigned + John S. Donahue and ++ William C. Sullivan of Westpart
Corporation, a corporation organized under the laws of Nevada, further state
under the penalties of perjury that the agreement of *merger has been duly
adopted by such corporation in the manner required by the laws of Nevada.

                                   + /s/ John S. Donahue
                                     ----------------------------------------
                                     John S. Donahue, Vice President

                                  ++ /s/ William C. Sullivan
                                     ----------------------------------------
                                     William C. Sullivan, Assistant Secretary

*Delete the inapplicable words.

+  Specify the officer having powers and duties corresponding to those of the
   president or vice president of a Massachusetts corporation organized under
   General Laws, Chapter 156B.

++ Specify the officer having power and duties corresponding to the clerk or
   assistant clerk of such a Massachusetts corporation.



                                     511993

[STAMP: SECRETARY OF
THE COMMONWEALTH
1995 SEP 12 PM 3:53
CORPORATION DIVISION]

                        THE COMMONWEALTH OF MASSACHUSETTS

                      ARTICLES OF *CONSOLIDATION / *MERGER
                    (GENERAL LAWS, CHAPTER 156B, SECTION 79)

         I hereby approve the within articles of *Consolidation / *Merger and,
the filing fee in the amount of $250 having been paid, said articles are deemed
to have been filed with me this 12th day of September 1995.

Effective Date

                           /s/ William Francis Galvin
                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth

                         [STAMP/SEAL: A TRUE COPY ATTEST
                           /s/ William Francis Galvin
                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH
                         DATE: 12/6/02 CLERK: /s/______]
                               -------

                         TO BE FILLED IN BY CORPORATION
                      PHOTOCOPY OF DOCUMENT TO BE SENT TO:

                  Brenda J. Cullen c/o C T Corporation System
                  2 Oliver Street
                  Boston, Massachusetts 02109
                  Telephone: 1-800-225-2034



                         FEDERAL IDENTIFICATION       FEDERAL IDENTIFICATION
                         NO. 04-2436772               NO. 94-1739268
                         EG&G Holdings, Inc.          Reticon Corporation

                             THE COMMONWEALTH OF MASSACHUSETTS
                                  WILLIAM FRANCIS GALVIN                     081
                               Secretary of the Commonwealth                 052
                    One Ashburton Place, Boston, Massachusetts 02108-1512

                           ARTICLES OF *CONSOLIDATION / *MERGER
                         (GENERAL LAWS, CHAPTER 156B, SECTION 79)

         MERGER* OF                     Reticon Corporation

                                        EG&G Holdings, Inc.

                                              the constituent corporations, into

                                        EG&G Holdings, Inc.

         /*one of the constituent corporations organized under the laws of:
         Massachusetts

         The undersigned officers of each of the constituent corporations
         certify under the penalties of perjury as follows:

         1. An agreement of merger* has been duly adopted in compliance with the
         requirements of General Laws, Chapter 156B, Section 79, and will be
         kept as provided by Subsection (c) thereof. The *surviving corporation
         will furnish a copy of said agreement to any of its stockholders, or to
         any person who was a stockholder of any constituent corporation, upon
         written request and without charge.

         2. The effective date of the *merger determined pursuant to the
         agreement of *merger shall be the date approved and filed by the
         Secretary of the Commonwealth: If a later effective date is desired,
         specify such date which shall not be more than thirty days after the
         date of filing:
                  Close of business July 24, 1998

         3. (For a merger)
         ** The following amendments to the Articles of Organization of the
         surviving corporation have been effected pursuant to the agreement of
         merger: NONE

         (For a consolidation)
         (a) The purpose of the resulting corporation is to engage in the
         following business activities:

         *Delete the inapplicable words.

         NOTE: If the space provided under article 3 is insufficient,
               additions shall be set forth on separate 8 1/2 x 11 inch
               sheets of paper, leaving a left hand margin of at least 1 inch
               for binding. Additions to more than one article may be
               continued on a single sheet so long as each article requiring
               each such addition is clearly indicated.



(For a consolidation)
(a) State the total number of shares and the par value, if any, of each class of
stock which the resulting corporation is authorized to issue:



- ------------------------------------------------------------------------------------------------
           WITHOUT PAR VALUE                             WITH PAR VALUE
- ------------------------------------------------------------------------------------------------
   TYPE             NUMBER OF SHARES      TYPE          NUMBER OF SHARES          PAR VALUE
- ------------------------------------------------------------------------------------------------
                                                                      
Common:                                 Common:
- ------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------
Preferred:                             Preferred:
- ------------------------------------------------------------------------------------------------

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


**(c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, special or relative rights or privileges of each class
and of each series then established.

**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:

**(e) Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:

ITEM 4 BELOW MAY BE DELETED IF THE RESULTING/SURVIVING CORPORATION IS ORGANIZED
UNDER THE LAWS OF A STATE OTHER THAN MASSACHUSETTS.

4. The information contained in Item 4 is not a permanent part of the Articles
of Organization of the *surviving corporation.

(a) The street address of the *surviving corporation in Massachusetts is: (post
office boxes are not acceptable) 45 William Street, Wellesley, MA 02481

**If there are no provisions state "None."



(b) The name, residential address and post office address of each director and
officer of the *resulting / *surviving corporation is:



                NAME                                      RESIDENTIAL ADDRESS
                                          
President:  Gregory L. Summe                 c/o EG&G, Inc., 45 William St., Wellesley, MA  02481

Treasurer:  Daniel T. Heaney                 10 Hillcrest Road, Reading, MA  01867

Clerk:      Philip Ayers                     5 Acorn Circle, Medfield, MA  02052

Directors:  Murray Gross                     9 Eliot Lane, Weston, MA  02493
            Philip Ayers                     5 Acorn Circle, Medfield, MA  0202
            John F. Alexander II             16 Liberty Drive, Southboro, MA  01772
            William C. Sullivan (VP)         11 Crest Drive, Dover, MA  02030


(c) The fiscal year ended (i.e. tax year) of the *surviving corporation shall
end on the last day of the month of: December.

(d) The name and business address of the resident agent, if any, of the
*surviving corporation is:

CT Corporation System, 2 Oliver Street, Boston, MA 02109

ITEM 5 BELOW MAY BE DELETED IF THE RESULTING/SURVIVING CORPORATION IS ORGANIZED
UNDER THE LAWS OF MASSACHUSETTS.

FOR MASSACHUSETTS CORPORATIONS

The undersigned *Vice President and *Clerk of EG&G Holdings, Inc., a corporation
organized under the laws of Massachusetts, further state under the penalties of
perjury that the agreement of *consolidation / *merger has been duly executed on
behalf of such corporation and duly approved in the manner required by General
Laws, Chapter 156B, Section 78.

/s/ William C. Sullivan                            , *Vice President
- --------------------------------------------------

/s/ Philip Ayers                                   , *Clerk
- --------------------------------------------------

FOR CORPORATIONS ORGANIZED OTHER THAN IN MASSACHUSETTS

The undersigned + Andres Buser, Vice President and ++ Philip Ayers, Secretary,
of Reticon Corporation, a corporation organized under the laws of California,
further state under the penalties of perjury that the agreement of *merger has
been duly adopted by such corporation in the manner required by the laws of
California.

                                           + /s/ Andres Buser
                                             -------------------------------

                                          ++ /s/ Philip Ayers
                                             -------------------------------



*Delete the inapplicable words.

+    Specify the officer having powers and duties corresponding to those of the
     president or vice president of a Massachusetts corporation organized under
     General Laws, Chapter 156B.

++   Specify the officer having power and duties corresponding to the clerk or
     assistant clerk of such a Massachusetts corporation.



624883                                                                       617
[STAMP: SECRETARY OF
THE COMMONWEALTH
98 JUL 27   PM   2:30]

                        THE COMMONWEALTH OF MASSACHUSETTS

                      ARTICLES OF *CONSOLIDATION / *MERGER
                    (GENERAL LAWS, CHAPTER 156B, SECTION 79)

         I hereby approve the within articles of *Consolidation / *Merger and,
the filing fee in the amount of $250 having been paid, said articles are deemed
to have been filed with me this 27th day of July 1998.

Effective date July 27, 1998

                           /s/ William Francis Galvin
                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth

                         [STAMP/SEAL: A TRUE COPY ATTEST
                           /s/ William Francis Galvin
                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH
                        DATE: 12/6/02 CLERK: /s/_______]
                              -------

                         TO BE FILLED IN BY CORPORATION
                      PHOTOCOPY OF DOCUMENT TO BE SENT TO:

                  EG&G Holdings, Inc., c/o Legal Department
                  45 William Street
                  Wellesley, MA 02481
                  Telephone: 781-431-4113



                                                          FEDERAL IDENTIFICATION
                                                          NO.042436772

                        THE COMMONWEALTH OF MASSACHUSETTS
   /s/                       WILLIAM FRANCIS GALVIN                          021
- --------                  Secretary of the Commonwealth
         Examiner One Ashburton Place, Boston, Massachusetts 02108-1512

                              ARTICLES OF AMENDMENT
                    (GENERAL LAWS, CHAPTER 156B, SECTION 72)

We, William C. Sullivan,                                   *Vice President,
    -------------------------------------------------------

and John L. Healy,                                         *Assistant Clerk,
    -------------------------------------------------------

of EG&G Holdings, Inc.,
   -------------------------------------------------------------------------
              (Exact name of corporation)

located at 45 William Street, Wellesley, MA  02481
          ------------------------------------------------------------------
              (Street address of corporation in Massachusetts)

certify that these Articles of Amendment affecting articles numbered:

                                        I
- ----------------------------------------------------------------------------
              (Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)

of the Articles of Organization were duly adopted at a meeting held on November
12, 1999, by vote of:

1,272 shares of common stock of 1,272 shares outstanding,
- -----           ------------    -----
              (type, class & series, if any)

- ----- shares of ------------ of ----- shares outstanding, and
              (type, class & series, if any)

- ----- shares of ------------ of ----- shares outstanding,
              (type, class & series, if any)

(1) **being at least a majority of each type, class or series outstanding and
      entitled to vote thereon:

*Delete the inapplicable words.     **Delete the inapplicable clause.

(1) For amendments adopted pursuant to Chapter 156B, Section 70.

(2) For amendments adopted pursuant to Chapter 156B, Section 71.

NOTE: If the space provided under article 3 is insufficient, additions shall be
set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a left hand
margin of at least 1 inch for binding. Additions to more than one article may be
made on a single sheet so long as each article requiring each such addition is
clearly indicated.

(MASS. - 1636 - 9/25/95)



To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:

The total presently authorized is:



- ------------------------------------------------------------------------------------------------------------------
        WITHOUT PAR VALUE STOCKS                                      WITH PAR VALUE STOCKS
- ------------------------------------------------------------------------------------------------------------------
   TYPE           NUMBER OF SHARES                   TYPE              NUMBER OF SHARES             PAR VALUE
- ------------------------------------------------------------------------------------------------------------------
                                                                                        
  Common:                                           Common:
- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------
Preferred:                                         Preferred:
- ------------------------------------------------------------------------------------------------------------------

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


Change the total authorized to:



- ------------------------------------------------------------------------------------------------------------------
        WITHOUT PAR VALUE STOCKS                                     WITH PAR VALUE STOCKS
- ------------------------------------------------------------------------------------------------------------------
   TYPE                NUMBER OF SHARES               TYPE               NUMBER OF SHARES           PAR VALUE
- ------------------------------------------------------------------------------------------------------------------
                                                                                        
  Common:                                           Common:
- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------
Preferred:                                         Preferred:
- ------------------------------------------------------------------------------------------------------------------

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




Article I.

The name of the corporation is PerkinElmer Holdings, Inc.

The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which even the amendment will become effective on such later date.

Later effective date: _______________________________.

SIGNED UNDER THE PENALTIES OF PERJURY, this 12th day of November, 1999,

/s/ William C. Sullivan   William C. Sullivan       , *Vice President,
- ----------------------------------------------------

/s/ John L. Healy         John L. Healy             , *Assistant Clerk.
- ----------------------------------------------------

*Delete the inapplicable words.
(MASS. - 1636)



681113                                                                 105041074
[STAMP: SECRETARY OF
THE COMMONWEALTH
99 NOV 18 AM 11:57
CORPORATION DIVISION]

                        THE COMMONWEALTH OF MASSACHUSETTS

                              ARTICLES OF AMENDMENT
                    (GENERAL LAWS, CHAPTER 156B, SECTION 72)

         I hereby approve the within articles of *Consolidation / *Merger and,
the filing fee in the amount of $100 having been paid, said articles are deemed
to have been filed with me this 18th day of November 1999.

Effective date

                           /s/ William Francis Galvin
                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth

                         [STAMP/SEAL: A TRUE COPY ATTEST
                           /s/ William Francis Galvin
                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH
                       DATE: 12/6/02 CLERK: /s/_________ ]
                             -------

                         TO BE FILLED IN BY CORPORATION
                      PHOTOCOPY OF DOCUMENT TO BE SENT TO:

                  #1965827
                  C T CORPORATION SYSTEM
                  2 Oliver Street
                  Boston, Massachusetts  02109



                          FEDERAL IDENTIFICATION NO.  FEDERAL IDENTIFICATION NO.
                          04-2436772                  04-2865691
                          HOLDINGS           N/C      VENTURES           3/15/85
                        THE COMMONWEALTH OF MASSACHUSETTS
                              WILLIAM FRANCIS GALVIN                         081
                           Secretary of the Commonwealth                     051
               One Ashburton Place, Boston, Massachusetts 02108-1512

                               ARTICLES OF *MERGER
                    (GENERAL LAWS, CHAPTER 156B, SECTION 78)

MERGER* OF                          EG&G Ventures, Inc. and PerkinElmer
                                    Holdings, Inc.

                                              the constituent corporations, into

                                    PerkinElmer Holdings, Inc.
                                    /*one of the constituent corporations.

The undersigned officers of each of the constituent corporations certify under
the penalties of perjury as follows:

1.       An agreement of merger* has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 78, and will be kept as
provided by Subsection (d) thereof. The *surviving corporation will furnish a
copy of said agreement to any of its stockholders, or to any person who was a
stockholder of any constituent corporation, upon written request and without
charge.

2.       The effective date of the *merger determined pursuant to the agreement
of *merger shall be the date approved and filed by the Secretary of the
Commonwealth: If a later effective date is desired, specify such date which
shall not be more than thirty days after the date of filing:

3.       (For a merger) ** The following amendments to the Articles of
Organization of the surviving corporation have been effected pursuant to the
agreement of merger: none

*Delete the inapplicable words.

NOTE: If the space provided under article 3 is insufficient, additions shall
      be set forth on separate 8 1/2 x 11 inch sheets of paper, leaving a
      left hand margin of at least 1 inch for binding. Additions to more than
      one article may be continued on a single sheet so long as each article
      requiring each such addition is clearly indicated.



(For a consolidation)

(a)      The purpose of the resulting corporation is to engage in the following
business activities:

(b)      State the total number of shares and the par value, if any, of each
class of stock which the resulting corporation is authorized to issue:



- ------------------------------------------------------------------------------------------------------------------
           WITHOUT PAR VALUE                                             WITH PAR VALUE
- ------------------------------------------------------------------------------------------------------------------
   TYPE           NUMBER OF SHARES                   TYPE              NUMBER OF SHARES             PAR VALUE
- ------------------------------------------------------------------------------------------------------------------
                                                                                        
  Common:                                           Common:
- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------
Preferred:                                         Preferred:
- ------------------------------------------------------------------------------------------------------------------

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


**(c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, special or relative rights or privileges of each class
and of each series then established.

**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:

**(e) Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:

**If there are no provisions state "None."



4.       The information contained in Item 4 is not a permanent part of the
Articles of Organization of the *surviving corporation.

(a)      The street address of the *surviving corporation in Massachusetts is:
(post office boxes are not acceptable) 45 William Street, Wellesley, MA 02481

(b)      The name, residential address and post office address of each director
and officer of the *surviving corporation is:



            NAME                      RESIDENTIAL ADDRESS  POST OFFICE ADDRESS
                                   
President:  Robert F. Friel           16 Longmeadow Dr., Westwood, MA 02090

Treasurer:  Robert F. Friel           16 Longmeadow Dr., Westwood, MA 02090

Clerk:      John L. Healy             50 Rolling Meadow Dr., Holliston, MA 0174

Directors:  Robert F. Friel           16 Longmeadow Dr., Westwood, MA 02090

            Terrance L. Carlson       25 Crescent Street, Waltham, MA 02453

            John L. Healy             50 Rolling Meadow Dr., Holliston, MA 0174


(c)      The fiscal year ended (i.e. tax year) of the *surviving corporation
shall end on the last day of the month of: December.

(d)      The name and business address of the resident agent, if any, of the
*surviving corporation is: CT Corporation, 101 Federal Street, Boston, MA 02110

The undersigned officers of the several constituent corporations listed above
further state under the penalties of perjury as to their respective corporations
that the agreement of by the stockholders of such corporation *merger has been
duly executed on behalf of such corporation and duly approved in the manner
required by General Laws, Chapter 156B, Section 78.

/s/ Terrance L. Carlson                            , *Vice President,
- --------------------------------------------------
        Terrance L. Carlson

/s/ John L. Healy                                  , *Clerk,
- --------------------------------------------------
        John L. Healy

of EG&G Ventures, Inc.----------------------------
        (Name of constituent corporation)

/s/ Robert F. Friel                                , *President,
- --------------------------------------------------
        Robert F. Friel



/s/ John L. Healy                                    , *Clerk,
- ----------------------------------------------------
        John L. Healy

of PerkinElmer Holdings, Inc.--------------------------------------

- -------------------------------------------------------------------
        (Name of constituent corporation)

*Delete the inapplicable words.



762260                                                                 105141674

[STAMP: SECRETARY OF
THE COMMONWEALTH
01 JUL 23 PM 3:08
CORPORATE DIVISION]

                        THE COMMONWEALTH OF MASSACHUSETTS

                      ARTICLES OF *CONSOLIDATION / *MERGER
                    (GENERAL LAWS, CHAPTER 156B, SECTION 78)

         I hereby approve the within articles of *Merger and, the filing fee in
the amount of $250 having been paid, said articles are deemed to have been filed
with me this 23rd day of July 2001.

                  Effective date: _____________________________________

                           /s/ William Francis Galvin
                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth

                         [STAMP/SEAL: A TRUE COPY ATTEST
                           /s/ William Francis Galvin
                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH
                       DATE: 12/6/02 CLERK: /s/________ ]
                             -------

                         TO BE FILLED IN BY CORPORATION
                      PHOTOCOPY OF DOCUMENT TO BE SENT TO:

                           CT Corporation/Lisa Shdeed
                           101 Federal Street
                           Boston, MA 02110
                           Telephone: 617-675-6400

EX-3.22

                                                                    EXHIBIT 3.22

                           PERKINELMER HOLDINGS, INC.
                                    * * * * *

                                     BY-LAWS
                                    * * * * *

                                    ARTICLE I
                                     OFFICES

         Section 1. The registered office shall be in the City of Boston, County
of Suffolk, State of Massachusetts.

         Section 2. The corporation may also have offices at such other places
both within and without the State of Massachusetts as the board of directors may
from time to time determine or the business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Wellesley, State of Massachusetts, at
such place as may be fixed from time to time by the board of directors, or at
such other place either within or without the State of Massachusetts as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Massachusetts, as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

         Section 2. Annual meetings of stockholders, commencing with the year
2002 shall be held on the third Thursday of May if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 10 am, or at such
other date as shall be designated from time to time by the board of directors
and stated in the notice of the meeting, at which they shall elect by a
plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.

         Section 3. Written notice of the annual meeting stating the place if
any, date and hour of the meeting shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days before the date
of the meeting.

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting for a period of at least ten days prior to the meeting:
(i) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the meeting,
or (ii) during ordinary business hours, at the principal place of



business of the corporation. In the event that the corporation determines to
make the list available on an electronic network, the corporation may take
reasonable steps to ensure that such information is available only to
stockholders of the corporation. If the meeting is to be held at a place, then
the list shall be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.
If the meeting is to be held solely by means of remote communication, then the
list shall also be open to the examination of any stockholder during the whole
time of the meeting on a reasonably accessible electronic network, and the
information required to access such list shall be provided with the notice of
the meeting.

         Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

         Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting, and the purpose or purposes for which the meeting is
called, shall be given not less than 10 nor more than 60 days before the date of
the meeting, to each stockholder entitled to vote at such meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

         Section 10. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no



proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period.

         Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                   ARTICLE III
                                    DIRECTORS

         Section 1. The number of directors which shall constitute the whole
board shall be not less than one nor more than seven. The first board shall
consist of three directors. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of the board of directors
or by the stockholders at the annual meeting. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

         Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Massachusetts.



         Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

         Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 7. Special meetings of the board may be called by the president
on one days' notice to each director, either personally or by mail or by
facsimile communication; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors unless the board consists of only one director; in which case special
meetings shall be called by the president or secretary in like manner and on
like notice on the written request of the sole director.

         Section 8. At all meetings of the board, a majority of directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of the board of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

         Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing or electronic transmission, and the writing or
writings or electronic transmission or transmissions are filed with the minutes
of proceedings of the board or committee. Such filing shall be in paper form if
the minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.

         Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS



         Section 11. The board of directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.

         Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to the following matters: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by the
General Corporation Law of Massachusetts to be submitted to stockholders for
approval or (ii) adopting, amending or repealing any by-law of the corporation.
Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the board of directors.

         Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

         Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefore. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

         Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

                                   ARTICLE IV
                                     NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by facsimile telecommunication. Notice may
also be given to stockholders by a form of electronic transmission.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing,



signed by the person or persons entitled to notice or a waiver by electronic
transmission by the person entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                    ARTICLE V
                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.

         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurers. Any number of offices may be held
by the same person, unless the certificate of incorporation or these by-laws
otherwise provide.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                  THE PRESIDENT

         Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

         Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

         Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the



powers of and be subject to all the restrictions upon the president. The
vice-presidents shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

         Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

         Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

         Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his



inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

                                   ARTICLE VI
                             CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president, and by the treasurer- or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation.

         Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to the General Corporation Law of Massachusetts or a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

         Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be cancelled and
issuance of new



equivalent uncertificated shares or certificated shares shall be made to the
person entitled thereto and the transaction shall be recorded upon the books of
the corporation.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Massachusetts.

                                   ARTICLE VII
                               GENERAL PROVISIONS
                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

         Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     CHECKS



         Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                      SEAL

         Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Massachusetts". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                 INDEMNIFICATION

         Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the General Corporation Law of
Massachusetts.

                                  ARTICLE VIII
                                   AMENDMENTS

         Section 1. These-by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

EX-3.23

                                                                    EXHIBIT 3.23

Corporations Section                                          Gwyn Shea
P.O. Box 13697                                                Secretary of State
Austin, Texas 78711-3697

                                     [SEAL]

                        OFFICE OF THE SECRETARY OF STATE

The undersigned, as Secretary of State of Texas, does hereby certify that the
attached is a true and correct copy of each document on file in this office as
described below:

                      PERKINELMER AUTOMOTIVE RESEARCH, INC.
                             Filing Number: 25115700

Articles Of Incorporation                                     September 10, 1968
Articles Of Merger                                              October 01, 1973
Articles Of Amendment                                              July 15, 1977
Change Of Registered Agent/Office                                   May 19, 1978
Change Of Registered Agent/Office                               January 06, 1985
Change Of Registered Agent/Office                                  July 13, 1990
Articles Of Merger                                             December 27, 1996
Public Information Report (PIR)                                December 31, 1999
Articles Of Amendment                                           January 27, 2000

                                    In testimony whereof, I have hereunto signed
                                    my name officially and caused to be
                                    impressed hereon the Seal of State at my
                                    office in Austin, Texas on December 06,
                                    2002.

[SEAL]

                                 /s/ Gwyn Shea
                                 Gwyn Shea
                                 Secretary of State

           Come visit us on the internet at http://222.sos.state.tx.us
PHONE (512) 463-5555           FAX (512) 463-5709                       TTY7-1-1
Prepared by Beverly Mayfield



                                                               FILED
                                                       In the Office of the
                                                    Secretary of State of Texas

                                                            SEP 10 1968

                                                        /s/ Charles B. Wood
                                                     Director, Corp. Division

                            ARTICLES OF INCORPORATION

                      AUTOMOTIVE RESEARCH ASSOCIATES, INC.

                  We, the undersigned natural persons of the age of twenty-one
years or more, at least two of whom are citizens of the State of Texas, acting
as Incorporators of a corporation under the Texas Business Corporation Act, do
hereby adopt the following Articles of Incorporation for such corporation.

                                   ARTICLE ONE

                  The name of the Corporation is: AUTOMOTIVE RESEARCH
ASSOCIATES, INC.

                                   ARTICLE TWO

                  The period of its duration is perpetual.

                                  ARTICLE THREE

                  The purposes for which the corporation is organized are as
follows: to manufacture, buy, sell, deal in and with goods, wares and
merchandise, services and real and personal property of every kind and
description, and to do any and all things necessary and incidental to the
carrying on of a business, including the right to own, buy, lease or otherwise
acquire such real estate as may be necessary for carrying out the purpose for
which this corporation is organized, subject to provisions of Article IV, Texas
Miscellaneous Corporation Laws Act, specifically Article 1302-4.01 through
Article 1302-4.07 of the Revised Civil Statutes of Texas, 1925.

                                  ARTICLE FOUR

                  The aggregate number of shares which the corporation shall
have authority to issue is Five Hundred Thousand (500,000) of the par value of
One Dollar ($1.00) each.

                                  ARTICLE FIVE

                  The corporation will not commence business until it has
received for the issuance of its shares consideration of the value of One
Thousand Dollars ($1,000.00) consisting of money, labor done or property
actually received, which sum is not less than One Thousand Dollars ($1,000.00)



                                   ARTICLE SIX

                  The post office address of its initial registered office is:

                                5404 Bandera Road
                               San Antonio, Texas

and the name of its initial registered agent at such address is: NORMAN C.
PENFOLD.

                                  ARTICLE SEVEN

                  The number of Directors constituting the initial Board of
Directors is three (3) and the names and addresses of the persons who are to
serve as Directors until the first annual meeting of the shareholders or until
their successors are elected and qualified are:

NORMAN C. PENFOLD                                 5404 Bandera Road
                                                  San Antonio, Texas

AL HUNDERE                                        5420 Bandera Road
                                                  San Antonio, Texas

EARL W. TRACY, JR.                                412 San Antonio Savings Bldg.
                                                  San Antonio, Texas

                  IN WITNESS WHEREOF, we have hereunto set out hands, this 10th
day of September, 1968.

                                                  /s/ Phyllis M. Cain
                                            ------------------------------------
                                            PHYLLIS M. CAIN
                                            412 San Antonio Savings Bldg.
                                            San Antonio, Texas 78205

                                                  /s/ Joe D. Prickett
                                            ------------------------------------
                                            JOE D. PRICKETT
                                            412 San Antonio Savings Bldg.
                                            San Antonio, Texas 78205

                                                  /s/ Earl W. Tracey, Jr.
                                            ------------------------------------
                                            EARL W. TRACY, JR.
                                            412 San Antonio Savings Bldg.
                                            San Antonio, Texas 78205



THE STATE OF TEXAS  ]
                    ]
COUNTY OF BEXAR     ]

                  I, LYNDA O'NEILL, a notary public, do hereby certify that on
this 10th day of September, 1968, personally appeared before me PHYLLIS M. CAIN,
JOE D. PRICKETT, and EARL W, TRACY, JR., who each being by me duly sworn
severally declare that they are the persons who signed the foregoing document as
Incorporators, and that the statements therein contained are true.

                                         /s/ Lynda O'Neill
                                    --------------------------------------------
                                    Notary Public in and for Bexar County, Texas
                                    Lynda O'Neill



                                                               FILED
                                                        In the Office of the
                                                     Secretary of State of Texas

                                                             OCT 01 1973

                                                           /s/ Ted W. Hegl
                                                    Director, Corporate Division

                               ARTICLES OF MERGER
                             OF DOMESTIC CORPORATION

                  Pursuant to the provisions of Article 5.04 of the Texas
Business Corporation Act, the undersigned corporations adopt the following
Articles of Merger for the purpose of merging them into one of such
corporations:

                  1.       The Plan of Merger attached hereto and hereby
incorporated herein by reference was approved by the shareholders of each of the
undersigned corporations in the manner prescribed by the Texas Business
Corporation Act.

                  2.       As to each undersigned corporation, the number of
shares outstanding are as follows:



                                                             Number of Shares
        Name of Corporation                                    Outstanding
        -------------------                                    -----------
                                                          
Automotive Research Associates, Inc.                             100,000
- --------------------------------------                           -------
Tire Tronics, Inc.                                                    12
- --------------------------------------                           -------


         3.       As to each undersigned corporation, the number of shares voted
for and against such Plan, respectively, are as follows:



Name of Corporation                       Voted For                Voted Against
- -------------------                       ---------                -------------
                                                             
Automotive Research Associates, Inc.       100,000                      -0-
- -----------------------------------       --------                  ------------
Tire Tronics, Inc.                              12                      -0-
- -----------------------------------       --------                  ------------


                  Dated: August 31, 1973.

                                    AUTOMOTIVE RESEARCH ASSOCIATES, INC.

                                    BY   /s/ Norman Penfold
                                      -----------------------------------------
                                         Its President

                                    AND  /s/ John S. Donaldson
                                       ----------------------------------------
                                         It's Assistant Secretary

                                                                          FILMED



                                    TIRE TRONICS, INC.

                                    BY   /s/ Norman C. Penfold
                                      -----------------------------------------
                                         Its President

                                    AND  /s/ John S. Donaldson
                                       ----------------------------------------
                                         It's Assistant Secretary

STATE OF TEXAS    )
                  )       ss.
COUNTY OF BEXAR   )

                  I, LaVonne Howze, a notary public, do hereby certify that on
this 31st day of August, 1973, personally appeared before me NORMAN C. PENFOLD,
who, being by me first duly sworn, declared that he is the President of
Automotive Research Associates, Inc., that he signed the foregoing document as
President of the corporation and that the statements therein contained are true.

                                             /s/ LaVonne Howze
                                        ---------------------------------------
                                        Notary Public in and for
                                        the County of Bexar
                                        State of Texas

STATE OF TEXAS    )
                  )       ss.
COUNTY OF BEXAR   )

                  I, LaVonne Howze, a notary public, do hereby certify that on
this 31st day of August, 1973, personally appeared before me NORMAN C. PENFOLD,
who, being by me first duly sworn, declared that he is the President of Tire
Tronics, Inc., that he signed the foregoing document as President of the
corporation and that the statements therein contained are true.

                                             /s/ LaVonne Howze
                                        ---------------------------------------
                                        Notary Public in and for
                                        the County of Bexar
                                        State of Texas



                          AGREEMENT AND PLAN OF MERGER

         THIS PLAN AND AGREEMENT OF MERGER dated as of August 1, 1973, among
Automotive Research Associates, Inc., a Texas corporation ("ARA"), Tire Tronics,
Inc., a Texas corporation (the "Company") and EG&G, Inc., a Massachusetts
Corporation (the "Stockholder").

                             W I T N E S S E T H :

                  WHEREAS, the parties hereto desire that the Company be merged
with and into ARA pursuant to the terms and provisions hereof providing for such
merger (the "Merger") on the date and at the time provided for herein (the
"Effective Date"); and

                  WHEREAS, the parties hereto desire to set forth certain
representations, warranties and covenants made by each to the other as an
inducement to the execution and delivery hereof and certain additional
agreements related to the Merger,

                  NOW, THEREFORE, in consideration of the premises and of the
mutual representations, warranties and covenants herein contained, the parties
hereby agree as follows:

                  1.       Merger. Subject to the terms and conditions herein,
on August 15, 1973, at 10:00 a. m. (or at such earlier or later date and time as
the parties may agree, at the offices of Automotive Research Associates, Inc.,
San Antonio, Texas (or at such other place as the parties may agree), the
Company and ARA shall execute and shall promptly thereafter file with the
appropriate officials of the State of Texas Articles of Merger in substantially
the form attached hereto as Annex A.

                  At such time (herein called the "Effective Date"), the Company
shall be merged with and into ARA, which is hereby designated as the "Surviving
Corporation, " which shall not be a new corporation and which shall continue its
corporate existence as a Texas corporation to be governed by the laws of the
State of Texas.

                  At the Effective Date of the Merger:

                  (a)      The Company and ARA shall be a single corporation,
         which shall be ARA, the corporation designated herein as the Surviving
         Corporation.

                  (b)      The separate existence of the Company shall cease.

                  (c)      The Surviving Corporation shall thereupon and
         thereafter possess all the rights, privileges, powers and franchises,
         and be subject to all the restrictions, disabilities and duties of the
         Company and ARA, and all and singular, the rights, privileges, powers
         and franchises of each of the Company and ARA, and all property, real
         and personal, and all debts due to either the Company or ARA on
         whatever account, as well as all other things in action or belonging to
         the Company or ARA shall be vested in the Surviving Corporation, and
         all property, rights, privileges, powers and franchises, and all and
         every other interest shall be thereafter as effectually the property of
         the Surviving Corporation as they were of the Company and ARA, and the
         title to any real estate vested by deed or



                                      - 2 -

         otherwise in either the Company or ARA shall not revert or be in any
         way impaired by reason of the Merger; but all rights of creditors and
         all liens upon any property of any of the Company or ARA shall be
         preserved unimpaired, and all debts, liabilities and duties of the
         Company or ARA shall thenceforth attach to the Surviving Corporation
         and may be enforced against it to the same extent as if said debts,
         liabilities and duties had been incurred or contracted by it.

                  The Board of Directors, and the members thereof, and the
officers of ARA, immediately prior to the Effective Date of the Merger, shall be
and constitute the Board of Directors, and the members thereof, and the officers
of the Surviving Corporation to serve in accordance with the by-laws of ARA
until their respective successors shall have been duly elected and qualified.

                  At the Effective Date of the Merger, all of the Common Stock
of the Company outstanding shall be converted into 100 fully paid and
nonassessable shares of ARA Common Stock, without any action on the part of the
holder thereof. Upon surrender of its certificates representing common stock of
the Company, the Stockholder shall be entitled to receive certificates
representing the 100 shares of ARA Common Stock into which such common stock
shall have been converted.

                  2.       Representations and Warranties of the Company. The
Company represents and warrants as follows:

                  2.1.     The Company is a corporation duly organized and
validly existing in good standing under the laws of the State of Texas, and is
duly authorized, qualified and licensed under all applicable laws, regulations,
ordinances and orders of public authorities to carry on its business in the
place and in the manner as now conducted.

                  2.2.     The authorized capital stock of the Company consists
solely of 200 shares of Common Stock, $1.00 par value, of which 12 shares are
issued and outstanding (the "Stock"), and are owned and held by the Stockholder
free and clear of all liens, claims and encumbrances. Each share of Stock is
duly and validly authorized and issued, fully paid and nonassessable, and was
not issued in violation of the preemptive rights of any stockholder. No option,
warrant, call or commitment of any kind obligating the Company to issue any of
its capital stock exists.

                  2.4.     The Company has good and marketable title to all
properties and assets, owned and used in its business, subject to no mortgage,
pledge, lien, conditional sales agreements, encumbrance or charge.

                  2.5.     Except as disclosed in writing to ARA, the Company is
not in default under any law or regulation, or under any order of any court or
federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality wherever located and, there are no claims,
actions, suits or proceedings pending, or threatened against or affecting the
Company, at law or in equity, or before or by any federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality wherever located.



                                      - 3 -

                  2.6.     The copies of the Articles of Incorporation and
By-laws, as amended to date, of the Company, and of all other documents which
have been delivered to ARA in connection with the transactions contemplated
hereby, are complete and correct, no party thereto is in material default
thereunder, the rights and benefits of the Company thereunder will not be
adversely affected by the transactions contemplated hereby, and the execution of
this Agreement and the Articles of Merger and the performance of the obligations
under such documents will not violate or result in a breach or constitute a
default under any of the terms or provisions thereof. None of such leases,
instruments, agreements, licenses, permits, certificates or other documents
require notice to, or the consent or approval of, any governmental agency or
other third party to any of the transactions contemplated hereby.

                  2.7.     The execution, delivery and performance of this
Agreement and the Articles of Merger have been duly approved by the Board of
Directors of the Company and have been submitted to and approved by the sole
Stockholder of the Company.

                  3.       Representations. ARA represents and warrants as
follows:

                  3.1.     ARA has been duly incorporated and is validly
existing in good standing under the laws of the State of Texas.

                  3.2.     No provisions exist in any article, document or
instrument to which ARA is a party or by which it is bound which would be
violated by consummation of the transactions contemplated by this Agreement.

                  3.3.     The shares of ARA Stock to be delivered at the
Closing, ARA hereunder will be duly authorized and, when issued in accordance
with the terms hereof, will be validly issued and outstanding, fully paid and
nonassessable, and will have any necessary transfer tax and other revenue stamps
acquired at the expense of ARA affixed and cancelled.

                  3.4.     No provisions exist in any article, document or
instrument to which ARA is a party or by which it is bound which would be
violated by consummation of the transactions contemplated by this Agreement.

                  3.5.     All the issued and outstanding stock of ARA owned by
the Stockholder.

                  4.       Covenants of the Company Prior to Effective Date.
Between the date of this Agreement and the Effective Date:

                  4.1.     The Company will afford to the officers and
authorized representatives of ARA access to the plants, properties, books and
records of the Company and will furnish ARA with such additional financial and
operating data and other information as to the business and properties of the
Company as ARA may from time to time reasonably request.

                  4.2.     The Company will:

                           (a)      carry on its business in substantially the
         same manner as it has heretofore and not introduce any material new
         method of management, operation or accounting,



                                      - 4 -

                           (b)      maintain its properties and facilities in as
         good working order and condition as at present, ordinary wear and tear
         excepted;

                           (c)      perform all its material obligations under
         agreements relating to or affecting its assets, properties and rights,

                           (d)      keep in full force and effect present
         insurance policies or other comparable insurance coverage; and

                           (e) use its best efforts to maintain and preserve its
         business organization intact and maintain its relationship with
         suppliers, customers and others having business relations with it.

                  4.3.     The Company, without the prior written consent of ARA
will not:

                           (a)      make any change in its Articles of
         Incorporation,

                           (b)      issue any securities,

                           (c)      declare or pay any dividend or make any
         districution in respect of its stock whether now or hereafter
         outstanding, or purchase, redeem or otherwise acquire or retire for
         value any shares of its stock,

                           (d)      enter into any contract or commitment or
         incur or agree to incur any liability or make any capital expenditures
         except in the normal course of business,

                           (e)      increase the compensation payable or to
         become payable to any officer, employee or agent, or make any bonus
         payment to any such person;

                           (f)      create or assume any mortgage, pledge or
         other lien or encumbrance upon any assets or properties whether now
         owned or hereafter acquired,

                           (g)      sell, assign, lease or otherwise transfer or
         dispose of any property or equipment except in the normal course of
         business; or

                           (h)      merge or consolidate or agree to merge or
         consolidate with or into any other corporation.

                  5.       Conditions to Obligations of ARA. The obligations of
ARA hereunder are subject to the satisfaction, on or prior to the Effective
Date, of the following conditions:

                  5.1.     The representations and warranties of the Company and
the Stockholder contained in this Agreement shall be true on and as of the
Effective Date with the same effect as though such representations and
warranties had been made on and as of such date, each and all of the agreements
of the Company and the Stockholder to be performed on or before the Effective
Date pursuant to the terms hereof shall have been performed.



                                      - 5 -

                  5.2.     No material adverse change in the financial condition
or business of the Company shall have occurred and the Company shall not have
suffered any material loss or damage to any of its properties or assets.

                  5.3.     The Company shall have furnished to ARA any
instruments of conveyance and transfer, consents and waivers necessary or
appropriate to transfer to and effectively vest in ARA all right, title and
interest of the Company in and to its properties, assets and business, in proper
statutory form for recording if such recording is appropriate, and copies,
certified by the Secretary of the Company, of all appropriate resolutions of the
board of directors of the Company and of the Stockholder relating to this
Agreement and the Merger.

                  6.       Conditions Precedent to Obligations of the Company.
The obligations of the Company and hereunder are, at its option, subject to the
conditions that:

                  6.1.     The representations and warranties of ARA contained
in Section 3 shall be accurate as of the Effective Date as though such
representations and warranties had been made at and as of that time, all the
terms, covenants and conditions of this Agreement to be complied with and
performed by ARA on or before the Effective Date shall have been duly complied
with and performed.

                  7.       Survival of Representations. The representations,
warranties and agreements of the parties contained in this Agreement or in any
writing delivered pursuant to the provisions hereof shall survive the
consummation of the Merger and any examination on behalf of such parties and
shall terminate one year from the Effective Date. The parties hereto in
executing and carrying out the provisions of this Agreement are relying solely
on the representations, warranties and agreements contained herein and therein
or in any writing delivered pursuant to the provisions of such instruments and
not upon any representation, warranty, agreement, promise or information,
written or oral, made by any person other than as specifically set forth herein
and therein.

                  8.       General. This Agreement and the Articles of Merger
and the documents delivered pursuant to this Agreement constitute the entire
agreement and understanding between the Company and the Stockholder, and ARA and
supersedes any prior agreement and understanding relating to the subject matter
of this Agreement. This Agreement may be modified or amended only by a written
instrument executed by all parties hereto.

                  8.1.     This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.

                  8.2.     This Agreement shall be construed in accordance with
the laws of the State of Texas.



                                      - 6 -

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first written.

                                      AUTOMOTIVE RESEARCH ASSOCIATES, INC.

                                    By:  /s/ Norman C. Penfold
                                       ----------------------------------------
                                               President

                                      TIRE TRONICS, INC.

                                    By:  /s/ Norman C. Penfold
                                       ----------------------------------------
                                               President

                                      EG&G, INC.

                                    By:  /s/ Eugene J. Shute
                                       ----------------------------------------
                                               Treasurer



                                                            FILED
                                                     In the Office of the
                                                  Secretary of State of Texas

                                                         JUL 15 1977

                                                      /s/ Lorna Salzman
                                           Deputy Director, Corporation Division

                     (To be executed and filed in duplicate)

                              ARTICLES OF AMENDMENT

                                     TO THE

                            ARTICLES OF INCORPORATION

                                       OF

                      AUTOMOTIVE RESEARCH ASSOCIATES, INC.

         Pursuant to the provisions of Art. 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

         ARTICLE ONE. The name of the corporation is Automotive Research
Associates, Inc.

         ARTICLE TWO. The following amendment to the Articles of Incorporation
was adopted by the shareholders* of the corporation on June 16, 1977:

  (*If pursuant to section 2.30-2 subscribers to shares of a close corporation
       have entered into an agreement which results in an amendment to the
            articles of incorporation then change to "subscribers".)

          (Insert the amendment in the following form if it alters any
        provision of the original or amended articles of incorporation.)

         Article One of the Articles of Incorporation is hereby amended so as to
read as follows:

The name of the Corporation is EG&G Automotive Research, Inc.

                                      - 1 -


         ARTICLE THREE. The number of shares* of the corporation outstanding at
the time of such adoption was 100,000; and the number of shares* entitled to
vote thereon was 100,000.

                       (Use the following if the amendment
                        was adopted by unanimous written
                          consent of all shareholders)

         ARTICLE FOUR. The holders of all of the shares outstanding and entitled
to vote on said amendment have signed a consent in writing adopting said
amendment.

                  Dated June 16, 1977.

                                    AUTOMOTIVE RESEARCH ASSOCIATES, INC.

                                        /s/ William F. Glimm, Jr.
                                    -----------------------------------------
                                    By: William F. Glimm, Jr.
                                       --------------------------------------
                                        It's President

                                    And Murray Gross   /s/ Murray Gross
                                       --------------------------------------
                                        It's Assistant Secretary

                                      - 2 -


STATE OF TEXAS    )
                  )       SS.;
COUNTY OF BEXAR   )

          I, Alton E. Waite, Jr., a Notary Public, do hereby certify that on
this 20 day of June, 1977, personally appeared before me William F. Glimm Jr.,
who declared he is President of the corporation executing the foregoing
document, and being first duly sworn, acknowledged that he signed the foregoing
document in the capacity therein set forth and declared that the statements
therein contained are true.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.

                                        /s/ Alton E. Waite, Jr.
                                    ------------------------------------------
                                        Notary Public for Bexar Co. Tx

                                    My commission expires:  June, 1978

                                      - 3 -


                                                    FILED in the Office of the
                                                    Secretary of State of Texas

                                                      This 19 day of May 1978

                                                       By: /s/ Dee McKinney
                                                           -------------------
                                                     Administrative Assistant

                     FORM PROMULGATED BY: SECRETARY OF STATE

                        STATEMENT OF CHANGE OF REGISTERED
                      OFFICE OR REGISTERED AGENT, OR BOTH,
                         BY A TEXAS DOMESTIC CORPORATION

1.       The name of the corporation is ----------------------------------------
         EG&G AUTOMOTIVE RESEARCH, INC.
         -----------------------------------------------------------------------

2.       The address, including street and number, of its present registered
         office as shown in the records of the Secretary of State of the State
         of Texas prior to filing this statement is 5404 Bandera Road, San
                                                    ----------------------------
         Antonio, Texas
         -----------------------------------------------------------------------

3.       The address, including street and number, to which its registered
         office is to be changed is --------------------------------------------

         Republic National Bank Building, c/o C T Corporation System, Dallas,
         -----------------------------------------------------------------------
         Texas 75201
         -----------------------------------------------------------------------
         (Give new address or state "no change")

4.       The name of its present registered agent, as shown in the records of
         the Secretary of State of the State of Texas, prior to filing this
         statement is NORMAN C. PENFOLD
                      ----------------------------------------------------------

5.       The name of its new registered agent is C T CORPORATION SYSTEM
                                                 -------------------------------
         (Give new name or state "no change")

6.       The address of its registered office and the address of the business
         office of its registered agent, as changed, will be identical.

7.       Such change was authorized by its board of directors.

                                             /s/ William F. Glimm, Jr.
                                    --------------------------------------------
                                    President
                                    William F. Glimm, Jr.

Sworn to  May 1, 1978.
        ---------------
          (date)



                                             /s/ John A. Shetterly
                                    --------------------------------------------
                                    Notary Public, John A. Shetterly

(Notary Seal)                         Norfolk                    County,
                                    -----------------------------
                                                                 Massachusetts
                                    My commission expires: March 20, 19

INSTRUCTIONS:

Nos. 2 and 4, present office and present agent, must be completed even if one of
them is not changed. Submit two (2) copies with genuine signatures and notary
seals on each. Filing fee for a business (for profit) corporation is $10.00.



                                                             FILED
                                                      In the Office of the
                                                   Secretary of State of Texas

                                                          JAN 06, 1985

                                                         Lonra Salzaman
                                                 Director, Corporation Division

To the Secretary of State
         of the State of Texas:

         C T Corporation System, as the registered agent for the domestic and
foreign corporations named on the attached list submits the following statement
for the purpose of changing the registered office for such corporations, in the
State of Texas:

1.       The name of the corporation is See attached list
                                       -----------------------------------------

2.       The post office address of its present registered office is Republic
                                                                     -----------
         National Bank Building, c/o C T Corporation System, Dallas, Texas 75201
         -----------------------------------------------------------------------

3.       The post office address to which its registered office is to be changed
         is 1601 Elm Street, c/o C T Corporation System, Dallas, Texas 75201
            --------------------------------------------------------------------

4.       The name of its present registered agent is C T CORPORATION SYSTEM
                                                     ---------------------------

5.       The name of its successor registered agent is C T CORPORATION SYSTEM
                                                       -------------------------

6.       The post office address of its registered office and the post office
         address of the business office of its registered agent, as changed,
         will be identical.

7.       Notice of this change of address has been given in writing to each
         corporation named on the attached list 10 days prior to the date of
         filing of this certificate.

Dated January 6, 1985.

                                            C T CORPORATION SYSTEM
                                    -------------------------------------------

                                    By  /s/ Virginia Colvell
                                      ------------------------------------------
                                        Its Vice President

STATE OF New York  )

COUNTY OF New York )

I, Regina M. Dunn a notary public, do hereby certify that on this 27th day of
December 1984, personally appeared before me Virginia Colvell who being by me
first duly sworn, declared that



she is the Vice President of C T Corporation System, that she signed the
foregoing document as Vice President of the corporation, and that the statements
therein contained are true.

                                     /s/ Regina M. Dunn
                                    -------------------------------------------
                                     Notary Public

                                                       REGINA M. DUNN
                                              NOTARY PUBLIC, STATE OF NEW YORK
                                                       NO. 31-4726520
                                                QUALIFIED IN NEW YORK COUNTY
                                              COMMISSION EXPIRES MARCH 30, 1985



                                                                FILED
                                                        In the Office of the
                                                     Secretary of State of Texas

                                                             JUL 13 1990

                                                        Corporations Section

To the Secretary of State
         of the State of Texas:

         C T Corporation System, as the registered agent for the domestic and
foreign corporations named on the attached list submits the following statement
for the purpose of changing the registered office for such corporations, in the
State of Texas:

1.       The name of the corporation is See attached list
                                        ----------------------------------------

2.       The post office address of its present registered office is c/o C T
                                                                     -----------
         CORPORATION SYSTEM, 1601 ELM STREET, DALLAS, TEXAS 75201
         -----------------------------------------------------------------------

3.       The post office address to which its registered office is to be changed
         is c/o C T CORPORATION SYSTEM, 350 N. ST. PAUL STREET, DALLAS, TEXAS
            --------------------------------------------------------------------
         75201
         -----------------------------------------------------------------------

4.       The name of its present registered agent is C T CORPORATION SYSTEM
                                                     ---------------------------

5.       The name of its successor registered agent is C T CORPORATION SYSTEM
                                                       -------------------------

6.       The post office address of its registered office and the post office
         address of the business office of its registered agent, as changed,
         will be identical.

7.       Notice of this change of address has been given in writing to each
         corporation named on the attached list 10 days prior to the date of
         filing of this certificate.

Dated July 2, 1990.

                                        C T CORPORATION SYSTEM
                                 ---------------------------------------------

                                    By  /s/ Herbert Robertson
                                      ----------------------------------------

                                              Its Vice President



                                                               FILED
                                                       In the Office of the
                                                    Secretary of State of Texas

                                                            DEC 27 1996

                                                       Corporations Section

                               ARTICLES OF MERGER

                                       OF

       EG&G STRUCTURAL KINEMATICS, INC. AND EG&G AUTOMOTIVE RESEARCH, INC.

                                      INTO

                         EG&G AUTOMOTIVE RESEARCH, INC.

Pursuant to the provisions of Article 5.04 of the Texas Business Corporation Act
(hereinafter referred to as the "Act"), the undersigned domestic and foreign
corporations adopt the following Articles of Merger.

The names of the corporations participating in the merger and the States under
the laws of which they are respectively organized are as follows:

                                     
EG&G Structural Kinematics, Inc.        Michigan

EG&G Automotive Research, Inc.          Texas



2.       The Plan of Merger is annexed hereto and made a part hereof.

3.       Shareholder approval of the merger is not required, pursuant to
Articles 5.03 and 5.16 of the Act, because all of the issued and outstanding
shares of both merging corporations are held by the same parent corporation,
EG&G Holdings, Inc.

4.       As to EG&G Structural Kinematics, Inc., the foreign corporation that is
a party to the plan of merger, the approval of the plan of merger was duly
authorized by all action required by the laws of Michigan, under which it was
organized and by its constituent documents; and as to EG&G Holdings, Inc., the
parent corporation of both EG&G Automotive Research, Inc. and EG&G Structural
Kinematics, Inc., the plan of merger was approved in an Action by Consent
unanimously approved by the Directors.

5.       The merger is to become effective as of the close of business on
December 29, 1996, which is the end of the fiscal year of the constituent
corporations pursuant to their By-Laws.

         IN WITNESS WHEREOF the parties have executed this Agreement this day,
December 23, 1996

                                   Page 1 of 2



                                    EG&G STRUCTURAL KINEMATICS, INC.

                                    By:    /s/ Fred B. Parks
                                       -----------------------------------------
                                           Fred B. Parks
                                    Title: Vice President

                                    EG&G AUTOMOTIVE RESEARCH, INC.

                                    By:    /s/ Fred B. Parks
                                       -----------------------------------------
                                           Fred B. Parks
                                    Title: Vice President

                                   Page 2 of 2



                                 PLAN OF MERGER

       EG&G STRUCTURAL KINEMATICS, INC. AND EG&G AUTOMOTIVE RESEARCH, INC.

                                      INTO

                         EG&G AUTOMOTIVE RESEARCH, INC.

         This Plan of Merger is entered into by and between EG&G Automotive
Research, Inc., a Texas corporation (hereinafter the "Surviving Corporation")
and EG&G Structural Kinematics, Inc. a Michigan corporation (hereinafter the
"The Merging Corporation").

1.       The Merging Corporation shall be merged into the Surviving Corporation.

2.       All outstanding shares of the Surviving Corporation shall remain
outstanding.

3.       The outstanding shares of the Merging Corporation shall be canceled and
no shares of the Surviving Corporation shall be issued in exchange therefor.

4.       The Merging Corporation shall, as and when requested by the Surviving
Corporation, execute and deliver all such documents and instruments and take all
such action necessary or desirable to evidence or carry out this merger.

5.       The effect of the merger is as prescribed by law.

6.       This agreement of merger shall become effective at the close of
business on December 29, 1994.

IN WITNESS WHEREOF the parties have executed this Agreement on December 23, 1996

                                    EG&G STRUCTURAL KINEMATICS, INC.

                                    By:   /s/ Fred B. Parks
                                       -----------------------------------------
                                           Fred B. Parks
                                    Title: Vice President

                                    EG&G AUTOMOTIVE RESEARCH, INC.

                                    By:    /s/ Fred B. Parks
                                       -----------------------------------------
                                           Fred B. Parks
                                    Title: Vice President



                         PUBLIC INFORMATION REPORT (PIR)

                                  NOTIFICATION

A COPY OF THE LISTED REPORT IS NOT AVAILABLE FROM THE OFFICE OF THE SECRETARY OF
THE STATE OF TEXAS. PRIOR TO AUGUST 2001, THE SECRETARY OF STATE DID NOT RETAIN
A COPY OF THE PUBLIC INFORMATION REPORT, WHICH PROVIDES MANAGEMENT INFORMATION
MADE AVAILABLE BY THE REPORTING ENTITY. IF YOU HAVE RECEIVED THIS NOTIFICATION
IN LIEU OF A COPY OF A LISTED REPORT, YOU MAY CONTACT THE TEXAS COMPTROLLER OF
PUBLIC ACCOUNTS AT (512) 463-4600 TO REQUEST A COPY OF THE RECORD FILED WITH THE
COMPTROLLER.



                                                                FILED
                                                        In the Office of the
                                                     Secretary of State of Texas

                                                          January 27, 2000

                                                        Corporations Section

                              ARTICLES OF AMENDMENT

Pursuant to the provisions of the Texas Business Corporation Act, the
undersigned corporation hereby amends its Articles of Incorporation, and for
that purpose, submits the following statement:

1.       The name of the corporation is: EG&G Automotive Research, Inc.

2.       Article One of the Articles of Incorporation is hereby amended so as to
read as follows:

The name of the corporation is: PerkinElmer Automotive Research, Inc.

3.       The date of adoption of this amendment is: January 24, 2000.

4.       The number of shares outstanding and the number of shares entitled to
vote is 100,000. The amendment was adopted by unanimous written consent of the
sole shareholder.

Date     24 January 2000

                                    By:    /s/ John A. Shetterly
                                       ----------------------------------------
                                           John A. Shetterly

EX-3.24

                                                                    EXHIBIT 3.24

                                     BY-LAWS

                                       OF

                      AUTOMOTIVE RESEARCH ASSOCIATES, INC.

                                   ARTICLE ONE

                            MEETINGS OF STOCKHOLDERS

1.  PLACE. All meetings of Stockholders shall be held at 5404 Bandera Road, San
Antonio, Bexar County, Texas.

2.  TIME OF ANNUAL MEETING. Annual meetings of stockholders, commencing with the
year 1980, shall be held on the third Thursday of May if not a legal holiday,
and if a legal holiday then on the next secular day following, at 10 a.m., at
which they shall elect by a plurality vote a board of directors, and transact
such other business as may properly be brought before the meeting.

3.  SPECIAL MEETINGS. Special Meetings of the Shareholders may be called by the
President, the Board of Directors, the holders of not less than one-tenth of all
the shares entitled to vote at the meeting so called, or by the Vice President.
No question may be voted upon at a Special Meeting of the Shareholders unless
the notice of such meeting states that one of the purposes of such meeting will
be to act upon such question or such meeting is attended by all of the
Shareholders entitled to vote upon such questions and all of the Shareholders
vote that such question may then be voted upon at such meeting.

4.  NOTICE OF MEETINGS. Written or printed notice stating the place, day and
hour of the meeting and, in cases of Special Meetings, the purpose for which the
meeting is called, shall be delivered not less than ten (10) days, nor more than
twenty (20) days before the date of the meeting, either personally or by mail,
by or at the direction of the President, the Secretary or the officer or person
or persons calling the meeting, to each Shareholder of record entitled to vote
at such meeting; if mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the Shareholder at his address
as it appears on the Stock Transfer Books of the Corporation, with postage
thereon prepaid.

5.  FIXING RECORD DATE FOR DETERMINATION OF SHAREHOLDERS ENTITLED TO NOTICE OF
AND TO VOTE AT THE SHAREHOLDERS' MEETINGS

         (a) For the purpose of determining Shareholders entitled to notice of
any Meeting of Shareholders or any adjournment thereof, the Board of Directors
may by resolution provide that the Stock Transfer Books shall be closed for a
period, to be stated in such resolution, not to exceed forty-five (45) days.

         (b) If the Board of Directors do not provide for the closing of the
Stock Transfer Books, relative to a particular meeting, then and in such event
the record time and date for the



determination of Shareholders entitled to notice of and to vote at such meeting
shall be the close of business on the fifteenth day immediately preceding such
meeting.

6.  VOTING LIST. The officer or agent having charge of the Corporation's Stock
Transfer Books shall make, at least ten (10) days before each meeting of
Shareholders, a complete list of the Shareholders entitled to vote at such
meeting or any adjournment thereof. Such list shall be arranged in alphabetical
order, with the address of and the number of shares held by each, which list,
for a period of ten (10) days prior to such meeting, shall be kept on file at
the registered office of the Corporation and shall be subject to inspection by
any Shareholder at any time during usual business hours. Such list shall be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any Shareholder during the whole time of the meeting. The
original Stock Transfer Books shall be prima facie evidence as to who are the
Shareholders entitled to examine such list or Transfer Books and to vote at any
meeting of Shareholders.

7.  QUORUM. The holders of a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
Shareholders. The vote of the holders of a majority of the shares entitled to
vote and thus represented at a meeting at which a quorum is present shall be the
act of the Shareholders' meeting, unless the vote of a greater number is
required by law.

8.  VOTING OF SHARES.

         (a) Each outstanding share, regardless of class, shall be entitled to
one vote on each matter submitted to a vote of a Meeting of the Shareholders,
except to the extent that the voting rights of the shares of any class or
classes are limited or denied by the Articles of Incorporation as permitted by
the Texas Business Corporation Act.

         (b) Treasury shares, shares of stock owned by another Corporation the
majority of the voting stock of which is owned or controlled by this
Corporation, and shares of stock held by this Corporation in a fiduciary
capacity shall not be voted, directly or indirectly, at any meeting and shall
not be counted in determining the total number of outstanding shares at any
given time.

         (c) A Shareholder may vote either in person or by proxy executed in
writing by the Shareholder or by his duly authorized attorney in fact. No proxy
shall be valid after eleven (11) months from the date of its execution unless
otherwise provided in the proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable, and in no event shall it remain irrevocable
for a period of more than eleven (11) months.

         (d) Shares standing in the name of another Corporation, domestic or
foreign, may be voted by such officer, agent, or proxy as the By-Laws of such
Corporation may authorize or, in the absence of such authorization, as the Board
of Directors of such Corporation my authorize, or in the absence of such
authorization, as the Board of Directors of such Corporation may determine.

         (e) Shares held by an administrator, executor, guardian or conservator
may be voted by him so long as such shares forming part of an estate are in the
possession and forming a part of the estate being served by him, either in
person or by proxy, without a transfer of such shares

                                       -2-


into his name. Shares standing in the name of a Trustee may be voted by him,
either in person or by proxy, but no Trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name as Trustee.

         (f) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the Court by which such receiver was
appointed.

         (g) A Shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so transferred.

9.  METHOD OF VOTING. Voting shall on any question or in any election be by
voice vote or show of hands unless the presiding officer shall order or any
Shareholder shall demand that voting be by written ballot.

10. RULES OF PROCEDURE. To the extent applicable, Robert's Rules of Order shall
govern the conduct of and procedure at any Shareholder's Meetings.

11. WAIVER BY UNANIMOUS CONSENT IN WRITING. Any action required to be or which
may be taken at a meeting of the Shareholders may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be signed by all
of the Shareholders entitled to vote with respect to the subject matter thereof
and then delivered to the Secretary of the Corporation for inclusion in the
minute Book of the Corporation.

                                   ARTICLE TWO

                                    DIRECTORS

1.  MANAGEMENT. The business and affairs of the Corporation shall be managed by
a Board of Directors.

2.  NUMBER. The number of Directors of the Corporation shall be seven (7) or
less, but shall never be less than three (3). The number of Directors may be
increased or decreased from time to time by amendment to these By-laws, but no
decrease shall have the effect of shortening the term of any incumbent Director.
In determining a quorum, the number of Directors last appointed by the
shareholders shall be the number used in determination of such quorum.

3.  ELECTION. At the first Annual Meeting of Shareholders and at each Annual
Meeting thereafter, the Shareholders shall elect Directors to hold office until
the next succeeding Annual Meeting.

4.  TERM OF OFFICE. Unless removed in accordance with these By-Laws each
Director shall hold office for the term for which he is elected and until his
successor shall have been elected and qualified.

                                      -3-


5.  REMOVAL. Any Director may be removed from his position as Director, either
with or without cause, at any Special Meeting of Shareholders if notice of
intention to act upon the question removing such Director shall have been stated
as one of the purposes of calling of such meeting.

6.  VACANCY. A particular directorship shall be considered to be vacant upon the
happening of any of the following events:

         (1)      Death of the person holding such directorship

         (2)      Resignation of the person holding such directorship

         (3)      Refusal of a person elected to a directorship to manifest his
                  assent to serve.

         (4)      Removal of a Director at a Special Shareholders' Meeting as
                  provided in Section 5, of this Article.

7.  FILLING OF VACANCY. Any vacancy occuring in the Board of Directors shall be
filled at the next Meeting of the Board of Directors following the occurrence of
such vacancy, or, if the vacancy occurs while a Directors Meeting is in
progress, such vacancy may be filled at such meeting. Such vacancy shall be
filled by the affirmative vote of a majority of the remaining Directors though
less than a quorum. A Director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in such directorship.

8.  ELECTION OF NEW DIRECTORSHIP. In the event of the creation of one or more
new directorships by amendment of these By-Laws, then any directorship to be
filled by reason of such increase in the number of Directors shall be filled by
election at any Annual Meeting of the Shareholders or a Special Meeting of the
Shareholders called for that purpose.

9.  QUORUM. A majority of the number of Directors shall constitute a quorum for
the purpose of transacting business. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors unless otherwise specifically required by the law or these By-Laws.

10. EXECUTIVE COMMITTEE. The Board of Directors, by resolution adopted by a
majority of the Board of Directors, may designate two or more Directors to
constitute an Executive Committee, which Committee, to the extent provided in
such resolution shall have and may exercise all of the authority of the Board of
Directors in the business affairs of the Corporation except where action of the
Board of Directors is specified by the Texas Business Corporation Act or other
applicable law, but the designation of such Committee and the delegation thereto
of authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed upon it or him by law. The Executive
Committee shall keep regular Minutes of its proceedings and report the same to
the Board when required by the Board.

11. REGULAR MEETINGS. A Regular Meeting of the Board of Directors shall be held
without other notice than this By-Law immediately after and at the same place as
the Annual Meeting of the Shareholders. The Board of Directors may provide, by
resolution, the time and

                                      -4-


place, either within the State of Texas, or without the State of Texas, for the
holding of additional regular meetings without other notice than such
resolution.

12. SPECIAL MEETINGS. Special Meetings of the Board of Directors may be called
by or at the request of the President or any two Directors. Notice of the call
of a Special Meeting shall be in writing and delivered for transmission to each
of the Directors not later than during the third day immediately preceding the
day for which such meeting is called. Notice of any Special Meeting may be
waived in writing signed by the person or persons entitled to such notice; such
waiver may be executed at any time before or after the time herein specified for
the giving of such notice but not later than the time specified in such notice
for the holding of such Special Meeting. Attendance of a Director at a Special
Meeting shall constitute a waiver of notice of such Special Meeting except where
a Director attends a meeting for the express purpose of objecting to the
transaction of any business or the meeting is not lawfully called or convened.

13. PLACE OF MEETING. Unless otherwise specifically provided in these By-Laws,
the Meeting of the Board of Directors shall be held at the principal place of
business of the Corporation; provided, however, this provision of these By-Laws
may be waived as to any particular meeting by written waiver signed by all of
the Directors before the holding of such meeting, and this provision shall be
considered as waived as to any particular meeting by the attendance of all of
the Directors at such meeting without objection by any one of them at the time
of convening of such meeting that such meeting is not being convened and held at
the principal place of business of the Corporation.

14. NO STATEMENT OF PURPOSE OF MEETING REQUIRED. Neither the business proposed
to be transacted, nor the purpose of any Regular or Special Meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

                                  ARTICLE THREE

                                    OFFICERS

1.  NUMBER. The officers of the Corporation shall be a President, one or more
Vice-Presidents (the number thereof to be determined by the Board of Directors),
a Treasurer, and a Secretary, and such assistant Treasurers, assistant
Secretaries or other officers as may be elected by the Board of Directors. Any
two or more offices may be held by the same person, except the President and
Secretary shall not be the same person.

2.  ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be
elected annually by the Board of Directors at the First Meeting of the Board of
Directors held after each Annual Meeting of Shareholders or as soon thereafter
as conveniently as vacancies may be filled or new offices filled at any meeting
of the Board of Directors. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner herein provided.

3.  REMOVAL. Any officer or agent or member of the Executive Committee elected
or appointed by the Board of Directors may be removed by the Board of Directors
whenever in its

                                      -5-


judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
removed.

4.  VACANCIES. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.

5.  PRESIDENT. The President shall be the principal Executive officer of the
Corporation and shall in general supervise and control all of the business and
affairs of the Corporation. He shall preside at all meetings of the Shareholders
and of the Board of Directors. He shall sign, with the Secretary or any
assistant Secretary, certificates of shares of the Corporation, any deeds,
mortgages, bonds, contracts or other instruments which the Board of Directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation, or shall be required by law to be incident
to the office of President and such other duties as may be prescribed by the
Board of Directors from time to time.

6.  VICE PRESIDENTS. In the absence of the President or in the event of his
inability to act or refusal to act, the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. Any Vice
President shall perform such other duties as from time to time may be assigned
to him by the President or by the Board of Directors.

7.  TREASURER. The Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the Corporation, receive and give
receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit all such monies in the name of the Corporation in such
banks, trust companies or other depositaries as shall be selected by the Board
of Directors; and (b) in general perform all the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned him by
the Board of Directors.

8.  SECRETARY. The Secretary shall: (a) keep the Minutes of the Shareholders
Meeting and the Board of Directors Meetings in one or more Minute Books provided
for that purpose; (b) see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law; (c) be custodian of the
Corporation's records and of the seal of the Corporation and see that the seal
of the Corporation is affixed to all certificates for shares prior to the
issuance thereof and to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance with the provisions
of these By-Laws; (d) keep a register of the post office address of each
Shareholder; (e) sign with the President certificates for shares of the
Corporation, the ussuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the Stock Transfer Books of
the Corporation; (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.

9.  ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant Secretaries as
thereunto authorized by the Board of Directors may sign with the President
certificates for

                                      -6-


shares of the Corporation, the issuance of which shall have been authorized by a
resolution of the Board of Directors. The assistant Treasurers and assistant
Secretaries, in general, shall perform such duties as shall be assigned to them
by the Treasurer or the Secretary, respectively, or by the President or the
Board of Directors.

10. SALARIES. It is contemplated that none of the officers shall receive a
salary for their services in such capacity. However, the Board of Directors
shall have the authority to establish and fix salaries for such officers as
approved by the Board, and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a Director of the Corporation.

                                  ARTICLE FOUR

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

1.  CONTRACTS. The Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.

2.  LOANS. No loans shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.

3.  CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of
monies, notes or other evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officers or officer, agent or agents of the
Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

4.  DEPOSITS. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositaries as the Board of Directors may select.

                                  ARTICLE FIVE

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

1.  CERTIFICATES FOR SHARES. Certificates representing shares of the Corporation
shall be in such form as may be determined by the Board of Directors. Such
certificates shall be signed by the President or a Vice President and by the
Secretary or an assistant Secretary and shall be sealed with the seal of the
Corporation. All certificates for shares shall be consecutively numbered or
otherwise identified. The name of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be cancelled and no new certificates shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity to
the Corporation as the Board of Directors may prescribe.

                                      -7-


2.  TRANSFERS OF SHARES. Transfers of shares of the Corporation shall be made
only on the books of the Corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation.

                                   ARTICLE SIX

                                    DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Articles of Incorporation.

                                  ARTICLE SEVEN

                                      SEAL

The Board of Directors shall provide a Corporate Seal which shall be in the form
of a circle and shall have inscribed thereon the name of the Corporation.

                                  ARTICLE EIGHT

                              AMENDMENT OF BY-LAWS

These By-Laws may be amended by the Shareholders at any Annual Meeting of the
Shareholders, or, if notice of a proposal to amend these By-Laws and the respect
in which they are proposed to be amended is given in any call of a Special
Meeting of Shareholders, at such Special Meeting.

ADOPTED by majority consent of the Directors, on the 19th day of September,
1968, and ratified on this the same day.

                                             /s/ Norman C. Penfold
                                             ----------------------------------
                                             NORMAN C. PENFOLD

                                             /s/ Earl W. Tracy, Jr.
                                             ----------------------------------
                                             EARL W. TRACY, JR.

                                             /s/ Alf Hundere
                                             ----------------------------------
                                             ALF HUNDERE

                                      -8-

EX-5.1

                                                                     EXHIBIT 5.1

                               HALE AND DORR LLP

                                  HALEDORR.COM
                       60 STATE STREET - BOSTON, MA 02109
                         617-526-6000 - FAX 617-526-5000

                                 April 7, 2003

PerkinElmer, Inc.
45 Williams Street
Wellesley, Massachusetts 02481

         Re: Registration Statement On Form S-4

Ladies and Gentlemen:

         This opinion is furnished to you in connection with a Registration
Statement on Form S-4 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") relating to the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of the issuance
and exchange of up to $300,000,000 original principal amount of 8-7/8% Senior
Subordinated Notes Due 2013 (the "New Notes") of PerkinElmer, Inc., a
Massachusetts corporation (the "Company"), and the guarantees of the obligations
represented by the New Notes (the "New Guarantees" and, together with the New
Notes, the "New Securities") by the subsidiaries of the Company set forth on
Schedule A hereto (such entities, collectively, the "Guarantors").

         The New Securities are to be issued pursuant to an Indenture, dated as
of December 26, 2002, as supplemented and amended from time to time (the
"Indenture"), among the Company, the Guarantors and U.S. Bank National
Association (successor to State Street Bank and Trust Company), as trustee (the
"Trustee"), which is filed as Exhibit 4.5 to the Registration Statement. The New
Securities are to be issued in an exchange offer (the "Exchange Offer") for a
like aggregate original principal amount of 8-7/8% Senior Subordinated Notes Due
2013 currently outstanding (the "Old Notes") and the guarantees of the
obligations represented by Old Notes in accordance with the terms of a
Registration Rights Agreement, dated as of December 26, 2002 (the "Registration
Rights Agreement"), by and among the Company, the Guarantors and the Initial
Purchasers (as defined therein), which is filed as Exhibit 4.6 to the
Registration Statement.

         We are acting as counsel for the Company and the Guarantors in
connection with the issuance by the Company and the Guarantors of the New
Securities. We have examined signed copies of the Registration Statement as
filed with the Commission. We have also examined and relied upon the
Registration Rights Agreement, the Indenture, resolutions adopted by the board
of directors, board of managers or sole member, as the case may be, of each of
the Company and each Guarantor, as provided to us by the Company and the
Guarantors, the certificates of incorporation and by-laws or other
organizational documents, as the case may be, of the


BOSTON  LONDON  MUNICH  NEW YORK  OXFORD  PRINCETON  RESTON  WALTHAM  WASHINGTON
- --------------------------------------------------------------------------------
       Hale and Dorr LLP is a Massachusetts Limited Liability Partnership

PerkinElmer, Inc.
April 7, 2003
Page 2

Company and each Guarantor, each as restated and/or amended to date, and such
other documents as we have deemed necessary for purposes of rendering the
opinions hereinafter set forth.

         In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.

         We assume that the appropriate action will be taken, prior to the offer
and exchange of the Securities in the Exchange Offer, to register and qualify
the Securities for issuance under all applicable state securities or "blue sky"
laws.

         We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of the Commonwealth of Massachusetts, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America, except that our opinions, insofar as they relate to
the enforceability of the New Securities, are rendered with respect to the state
laws of the State of New York. To the extent that the laws of any other
jurisdiction govern any of the matters set forth herein, we have assumed that
the laws of such jurisdiction are identical to those of the Commonwealth of
Massachusetts, and we express no opinion as to whether such assumption is
reasonable or correct.

         Our opinions below are qualified to the extent that they may be subject
to or affected by (i) applicable bankruptcy, insolvency, reorganization,
moratorium, usury, fraudulent conveyance or other laws affecting the rights of
creditors generally, (ii) statutory or decisional law concerning recourse by
creditors to security in the absence of notice or hearing, (iii) duties and
standards imposed on creditors and parties to contracts, including, without
limitation, requirements of good faith, reasonableness and fair dealing, and
(iv) general equitable principles. We express no opinion as to the availability
of any equitable or specific remedy, or as to the successful assertion of any
equitable defense, upon any breach of any agreements or documents or obligations
referred to herein, or any other matters, inasmuch as the availability of such
remedies or defenses may be subject to the discretion of a court. In addition,
we express no opinion with respect to the enforceability of any provision of the
New Securities requiring the payment of interest on overdue interest.

         We also express no opinion herein as to any provision of the New
Securities or any agreement (a) which may be deemed to or construed to waive any
right of the Company or any of the Guarantors, (b) to the effect that rights and
remedies are not exclusive, that every right or remedy is cumulative and may be
exercised in addition to or with any other right or remedy and does not preclude
recourse to one or more other rights or remedies, (c) relating to the effect of
invalidity or unenforceability of any provision of the New Securities or any
agreement on the validity or enforceability of any other provision thereof, (d)
requiring the payment of penalties, consequential damages or liquidated damages,
(e) which is in violation of public policy, (f) purporting to indemnify any
person against his, her or its own negligence or intentional

PerkinElmer, Inc.
April 7, 2003
Page 3

misconduct, (g) providing that the terms of the New Securities may not be waived
or modified except in writing, or (h) relating to choice of law or consent to
jurisdiction.

         For purposes of our opinions rendered below, and without limiting any
other comments and qualifications set forth herein, insofar as they relate to
the enforceability against the Guarantors, we have assumed that each Guarantor
has received reasonably equivalent value and fair consideration in exchange for
its obligations therein or undertakings in connection therewith, and that prior
to and after consummation of the transactions contemplated by the Indenture and
New Securities to which they are a party, each Guarantor is not insolvent,
rendered insolvent or left with unreasonably small capital within the meaning of
11 U.S.C. Section 548 and M.G.L. c. 109A, Section 1 et seq. With respect to our
opinions below, we have assumed that the execution and delivery of such
Indenture and New Securities and consummation of the transactions contemplated
thereby is necessary or convenient to the conduct, promotion, or attainment of
the business of the Company and of each Guarantor under current law applicable
to each Guarantor.

         Based upon and subject to the foregoing, we are of the opinion that the
New Notes, when executed by the Company, authenticated by the Trustee in the
manner provided by the Indenture and issued and delivered against surrender of
the Old Notes in accordance with the terms and conditions of the Registration
Rights Agreement, the Indenture and the Exchange Offer, will be valid and
binding obligations of the Company, entitled to the benefits provided by the
Indenture and enforceable against the Company in accordance with their terms,
and that the New Guarantees, when the New Notes are issued, authenticated and
delivered in accordance with the terms of the Registration Rights Agreement, the
Indenture and the Exchange Offer, will be binding and valid obligations of the
Guarantors, enforceable against each of them in accordance with their respective
terms.

         It is understood that this opinion is to be used only in connection
with the offer and exchange of the New Securities while the Registration
Statement is in effect.

         Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.

PerkinElmer, Inc.
April 7, 2003
Page 4


         We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters". I
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.


                                        Very truly yours,

                                        /s/ Hale and Dorr LLP

                                        HALE AND DORR LLP

Schedule A

Applied Surface Technology, Inc.
Carl Consumable Products, LLC
Lumen Technologies, Inc.
NEN Life Sciences, Inc.
Packard Bioscience Company
PerkinElmer Labworks, Inc.
PerkinElmer LAS, Inc.
PerkinElmer Optoelectronics NC, Inc.
PerkinElmer Optoelectronics SC, Inc.
PerkinElmer Holdings, Inc.
PerkinElmer Automotive Research, Inc.

EX-12.1

                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 12.1

                               PerkinElmer, Inc.
               Computation of Ratio of Earnings to Fixed Charges



                                                                        Fiscal Year Ended
                                           ------------------------------------------------------------------------
                                           December 29,    December 30,    December 31,    January 2,    January 3,
                                              2002            2001            2000           2000          1999
                                           ------------    ------------    ------------    ----------    ----------
                                                                 (In thousands, except for ratio)
                                                                                          
FIXED CHARGES
  Interest expense and amortization of
    debt premiums and discounts on all
    indebtedness .......................     $33,305         $42,831         $43,174         $28,284      $11,391

  Interest on rental expense ...........       4,700           4,099           3,640           3,840        2,020
                                           ------------    ------------    ------------    ----------    ----------
  TOTAL FIXED CHARGES ..................      38,005          46,930          46,814          32,124       13,411
                                           ============    ============    ============    ==========    ==========
EARNINGS
  (Loss) Income from continuing
     operations before income taxes ....      (8,550)        100,550         146,745          44,448      113,960
                                           ------------    ------------    ------------    ----------    ----------
  EARNINGS AVAILABLE TO COVER FIXED
    CHARGES ............................     $29,455        $147,480        $193,559         $76,572     $127,371
                                           ============    ============    ============    ==========    ==========
  RATIO OF EARNINGS TO FIXED CHARGES ...          --             3.1             4.1             2.4          9.5
                                           ============    ============    ============    ==========    ==========

  Deficiency in Earnings Required to
    Cover Fixed Charges ................     $ 8,550
                                           ============

EX-23.1

                                                                    Exhibit 23.1



INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of PerkinElmer, Inc. on
Form S-4 of our report dated January 22, 2003 (which report expresses an
unqualified opinion and includes an explanatory paragraph relating to a change
in method of accounting for goodwill and intangible assets to conform to
Statement of Financial Accounting Standards No. 142), appearing in the
Prospectus, which is part of this Registration Statement, and the portion of our
report dated January 22, 2003 (which report expresses an unqualified opinion and
includes an explanatory paragraph relating to a change in method of accounting
for goodwill and intangible assets to conform to Statement of Financial
Accounting Standards No. 142) relating to the financial statement schedule
appearing in the Annual Report on Form 10-K of PerkinElmer, Inc. for the year
ended December 29, 2002 which is incorporated by reference in this Registration
Statement. We also consent to the reference to us under the headings "Selected
Consolidated Financial Data" and "Experts" in such Prospectus.

/s/ Deloitte & Touche LLP

Boston, Massachusetts
April 2, 2003

EX-25.1

                                                                    EXHIBIT 25.1


 ===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)

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

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

      180 East Fifth Street
       St. Paul, Minnesota                                  55101
- ----------------------------------------                  ----------
(Address of principal executive offices)                  (Zip Code)


                              Earl W. Dennison Jr.
                         U.S. Bank National Association
                          One Federal Street, 3rd Floor
                                Boston, MA 02110
                                 (617) 603-6567
            (Name, address and telephone number of agent for service)

                                PERKINELMER, INC.
                     (Issuer with respect to the Securities)


               Massachusetts                                  04-2052042
- ---------------------------------------------              -------------------
(State or other jurisdiction of incorporation              (I.R.S. Employer
            or organization)                               Identification No.)

          45 William Street
     Wellesley, Massachusetts                                  02481-4078
- ---------------------------------------                        ----------
(Address of Principal Executive Offices)                       (Zip Code)


                   8 7/8 % SENIOR SUBORDINATED NOTES DUE 2013
                       (TITLE OF THE INDENTURE SECURITIES)

================================================================================

                                    FORM T-1


                                       11


ITEM 1.   GENERAL INFORMATION. Furnish the following information as to the
          Trustee.

          a)   Name and address of each examining or supervising authority to
               which it is subject.

                    Comptroller of the Currency
                    Washington, D.C.

          b)   Whether it is authorized to exercise corporate trust powers.
                    Yes

ITEM 2.   AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
          Trustee, describe each such affiliation.
                    None

ITEMS 3-15     Items 3-15 are not applicable because to the best of the
               Trustee's knowledge, the obligor is not in default under any
               Indenture for which the Trustee acts as Trustee.

ITEM 16.  LIST OF EXHIBITS: List below all exhibits filed as a part of this
          statement of eligibility and qualification.

          1.   A copy of the Articles of Association of the Trustee.*

          2.   A copy of the certificate of authority of the Trustee to commence
               business.*

          3.   A copy of the certificate of authority of the Trustee to exercise
               corporate trust powers.*

          4.   A copy of the existing bylaws of the Trustee.*

          5.   A copy of each Indenture referred to in Item 4. Not applicable.

          6.   The consent of the Trustee required by Section 321(b) of the
               Trust Indenture Act of 1939, attached as Exhibit 6.

          7.   Report of Condition of the Trustee as of December 31, 2002,
               published pursuant to law or the requirements of its supervising
               or examining authority, attached as Exhibit 7.

* Incorporated by reference to Registration Number 333-67188.


                                       2


                                      NOTE

     The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Boston, Commonwealth of Massachusetts on the 26th day of March, 2003.


                                            U.S. BANK NATIONAL ASSOCIATION

                                            By: /s/ Earl W. Dennison Jr.
                                               ---------------------------------
                                               Earl W. Dennison Jr.
                                               Vice President


By: /s/ Arthur J. MacDonald
   -----------------------------
Arthur J. MacDonald
Vice President


                                       3


                                    EXHIBIT 6
                                    ---------

                                     CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated: March 26, 2003


                                            U.S. BANK NATIONAL ASSOCIATION


                                            By: /s/ Earl W. Dennison Jr.
                                               ---------------------------------
                                               Earl W. Dennison Jr.
                                               Vice President


By: /s/ Arthur J. MacDonald
   ---------------------------
Arthur J. MacDonald
Vice President


                                       4


                                    EXHIBIT 7
                                    ---------

                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                AS OF 12/31/2002

                                    ($000'S)



                                                        12/31/2002
                                                       ------------
                                                    
ASSETS
     Cash and Due From Depository Institutions         $ 10,868,204
     Federal Reserve Stock                                        0
     Securities                                          28,139,801
     Federal Funds                                          873,395
     Loans & Lease Financing Receivables                116,078,132
     Fixed Assets                                         1,389,233
     Intangible Assets                                    9,218,064
     Other Assets                                         9,482,963
                                                       ------------
         TOTAL ASSETS                                  $176,049,792

LIABILITIES
     Deposits                                          $121,684,914
     Fed Funds                                            5,858,510
     Treasury Demand Notes                                        0
     Trading Liabilities                                    402,464
     Other Borrowed Money                                17,397,658
     Acceptances                                            148,979
     Subordinated Notes and Debentures                    5,696,532
     Other Liabilities                                    5,200,399
                                                       ------------
     TOTAL LIABILITIES                                 $156,389,456

EQUITY
     Minority Interest in Subsidiaries                 $    992,867
     Common and Preferred Stock                              18,200
     Surplus                                             11,314,669
     Undivided Profits                                    7,334,600
                                                       ------------
         TOTAL EQUITY CAPITAL                          $ 19,660,336

TOTAL LIABILITIES AND EQUITY CAPITAL                   $176,049,792



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


                                       5

EX-99.1

EXHIBIT 99.1

PerkinElmer, Inc.

Letter of Transmittal

Offer to Exchange

8 7/8% Senior Subordinated Notes Due 2013

Registered Under the Securities Act of 1933 for

All Outstanding 8 7/8% Senior Subordinated Notes Due 2013

Pursuant to the Prospectus,

Dated                     , 2003

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON                     , 2003 UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE.

To: U.S. Bank National Association, Exchange Agent

By Hand or Overnight Courier:
US Bank National Association
Corporate Trust Services
180 East Fifth Street
St. Paul, Minnesota 55101
Attn: Specialized Finance 4th Floor By Facsimile Transmission:
US Bank National Association
Corporate Trust Services
Attn: Specialized Finance 4th Floor
Facsimile: (651) 244-1537 Confirm by Telephone:
U.S. Bank National Association
Corporate Trust Services
180 East Fifth Street
St. Paul, MN 55101
Attention: Specialized Finance 4th Floor
(651) 244-1197

      Delivery of this letter of transmittal to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, will not constitute a valid delivery. You should read the instructions accompanying this letter of transmittal before completing it.

      The undersigned acknowledges that he or she has received the prospectus, dated                    , 2003 (the “Prospectus”), of PerkinElmer, Inc., a Massachusetts corporation (the “Company”), and this letter of transmittal (the “Letter of Transmittal”), which together constitute the Company’s offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $300,000,000 of its 8 7/8% Senior Subordinated Notes due 2013 and the associated guarantees (together, the “New Notes”) registered under the Securities Act of 1933, as amended, for a like principal amount of the Company’s issued and outstanding unregistered 8 7/8% Senior Subordinated Notes due 2013 and the associated guarantees (together, the “Old Notes”). Capitalized terms used but not defined herein shall have the same meanings given them in the Prospectus. The Exchange Offer is subject to all of the terms and conditions set forth in the Prospectus, including, without limitation, the right of the Company to waive, subject to applicable laws, conditions. In the event of any conflict between the Letter of Transmittal and the Prospectus, the Prospectus shall govern.

      The terms of the New Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the New Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and have no registration rights or rights to specified liquidated damages. For each Old Note accepted for exchange, the holder of such Old Note will receive a New Note having a principal amount equal to that of the surrendered Old Note. The New Notes will bear interest from the last interest payment date of the Old Notes to occur prior to the issue date of the New Notes or, if no interest has been paid, from the date of the indenture. Interest on the New Notes will accrue at the rate of 8 7/8% per annum and will be payable semi-annually in arrears on each January 15 and July 15, commencing on July 15, 2003. The New Notes will mature on January 15, 2013.

      The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended. The Company shall notify the holders of the Old Notes of any extension as promptly as practicable by oral or written notice thereof.

      PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE INSTRUCTION 11.

      The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

2

      List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, list the certificate numbers and principal amount of Old Notes on a separate signed schedule and affix the schedule to this Letter of Transmittal.

DESCRIPTION OF OLD NOTES
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear on certificates)		Certificate Number(s)*	Aggregate Amount of Old Notes	Principal Amount Tendered**
	Total
* Need not be completed if Old Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, ALL of the Old Notes represented by the certificates will be deemed to have been tendered. See Instruction 2. Old Notes tendered must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.

o      CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution: 

DTC Book-Entry Account: 

Transaction Code Number: 

o      CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s): 

Window Ticket Number (if any): 

Date of Execution of Notice of Guaranteed Delivery: 

Name of Institution which Guaranteed Delivery: 

If Delivered by Book-Entry Transfer, Complete the Following: 

DTC Book-Entry Account: 

Transaction Code Number: 

o      CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name: 

Address: 

3

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

      Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes as are being tendered hereby.

      The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned further represents that (i) it will acquire the New Notes in the ordinary course of its business; (ii) it has no arrangements or understandings with any person to participate in a distribution of the New Notes; and (iii) it is not an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

      The undersigned also acknowledges that this Exchange Offer is being made by the Company based upon the Company’s understanding of an interpretation by the staff of the Securities and Exchange Commission (the “Commission”) as set forth in no-action letters issued to third parties, that the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (i) such holders are not affiliates of the Company within the meaning of Rule 405 under the Securities Act; (ii) such New Notes are acquired in the ordinary course of such holder’s business; and (iii) such holders are not engaged in, and do not intend to engage in, a distribution of the New Notes and have no arrangement or understanding with any person to participate in the distribution of the New Notes. However, the staff of the Commission has not considered the Exchange Offer in the context of a request for a no-action letter, and there can be no assurance that the staff of the Commission would make a similar determination with respect to the Exchange Offer as it has in other circumstances.

      Any broker-dealer and any holder who has an arrangement or understanding with any person to participate in the distribution of New Notes may not rely on the applicable interpretations of the staff of the Commission. Consequently, these holders must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer, it acknowledges that the staff of the Commission considers broker-dealers that acquired Old Notes directly from the Company, but not as a result of market-making activities or other trading activities, to be making a distribution of the New Notes.

      If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes acquired by such broker-dealer as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, personal representatives, executors, administrators, trustees in bankruptcy and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer — Withdrawal of Tenders” section of the Prospectus.

      Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please issue the New Notes in the name of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the book-entry account indicated above maintained at DTC. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the New Notes (and, if applicable, substitute certificates

4

representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Old Notes.”

      THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

5

SPECIAL ISSUANCE INSTRUCTIONS

(SEE INSTRUCTIONS 3, 4, 5 AND 7)

   To be completed ONLY if certificates for Old Notes not tendered and/or New Notes are to be issued in the name of and sent to someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal above or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above.

Issue: New Notes and/or Old Notes to:

Name(s): 

(Please Type or Print)

(Please Type or Print)

Address: 

(Including Zip Code)

(Complete accompanying

Substitute Form W-9)

o  Credit unexchanged Old Notes delivered by book-entry transfer to the DTC account set forth below.

(DTC Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS

(SEE INSTRUCTIONS 3, 4, 5 AND 7)

   To be completed ONLY if certificates for Old Notes not tendered and/or New Notes are to be sent to someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal above or to such person(s) at an address other than shown in the box entitled “Description of Old Notes” on this Letter of Transmittal above.

Mail New Notes and/or Old Notes to:

Name(s): 

(Please Type or Print)

(Please Type or Print)

Address: 

(Including Zip Code)

          IMPORTANT: This Letter of Transmittal, or a facsimile hereof, or an agent’s message (together with the certificates for Old Notes or a book-entry confirmation and all other required documents or the notice of guaranteed delivery) must be received by the exchange agent prior to 5:00 p.m., Eastern time, on the expiration date.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

6

PLEASE SIGN HERE

(To be completed by all tendering holders of old notes, regardless

of whether Old Notes are being physically delivered herewith)

      This Letter of Transmittal must be signed by the holder(s) of Old Notes exactly as their name(s) appear(s) on certificate(s) for Old Notes or, if delivered by a participant in DTC, exactly as such participant’s name appears on a security position listing as the owner of Old Notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Letter of Transmittal. If any signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below beside “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act. See Instruction 4.

      If the signature appearing below is not of the record holder(s) of the Old Notes then the record holder(s) must sign a valid bond power.

(Signature(s) of Registered Holder(s) or Authorized Signatory)

Date: 

Name: 

Capacity: 

Address: 

(Include Zip Code)

Area Code and Telephone No.: 

PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN

Medallion Signature Guarantee

(If Required by Instruction 3)

Name of Eligible Institution Guaranteeing Signatures

Address (including Zip Code) and Telephone Number (including Area Code) of Firm

Authorized Signature

Printed Name

Title

Date: 

7

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer to Exchange

Registered 8 7/8% Senior Subordinated Notes Due 2013 for

Outstanding 8 7/8% Senior Subordinated Notes Due 2013

of PerkinElmer, Inc.

      1.     Delivery of this Letter of Transmittal and Old Notes; Guaranteed Delivery Procedures. A holder of Old Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile thereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Old Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below. Old Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof.

      The Exchange Agent will make a request to establish an account with respect to the Old Notes at The Depositary Trust Company, or DTC, for purposes of the Exchange Offer promptly after the date of the Prospectus. Any financial institution that is a participant in DTC’s system, including Euroclear and Clearstream, may make book-entry delivery of Old Notes by causing DTC to transfer such Old Notes into the Exchange Agent’s account at DTC in accordance with DTC’s Automated Tender Offer Program procedures for such transfer. However, although delivery of Old Notes may be effected through book-entry transfer at DTC, an Agent’s Message (as defined in the next paragraph) in connection with a book-entry transfer and any other required documents, must, in any case, be transmitted to and received by the Exchange Agent at the address specified on the cover page of this Letter of Transmittal on or prior to the Expiration Date or the guaranteed delivery procedures described below must be complied with.

      A Holder may tender Old Notes that are held through DTC by transmitting its acceptance through DTC’s Automatic Tender Offer Program (“ATOP”), for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an Agent’s Message to the Exchange Agent for its acceptance. The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Exchange Agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from the participant tendering the Old Notes that such participant has received the Letter of Transmittal and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against such participant. Delivery of an Agent’s Message will also constitute an acknowledgment from the tendering DTC participant that the representations and warranties set forth in this Letter of Transmittal are true and correct.

      Delivery of the agent’s message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the agent’s message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

      Holders of Old Notes whose certificates for Old Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus. Pursuant to such procedures,

      (i) such tender must be made through an Eligible Institution (as defined in Instruction 4 below),

      (ii) prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery or a properly transmitted Agent’s Message in lieu of Notice of Guaranteed Delivery), setting forth the name and address of the holder of Old Notes, the certificate number or numbers of such Old Notes and the principal amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three business days after the Expiration Date, the Letter of Transmittal (or facsimile thereof), together with the Old Notes tendered or a book-entry confirmation and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and

8

      (iii) such properly completed and executed Letter of Transmittal (or facsimile thereof), as well as the Old Notes tendered or a book-entry confirmation and all other documents required by this Letter of Transmittal, are received by the Exchange Agent within three business days after the Expiration Date.

      The method of delivery of this Letter of Transmittal, the Old Notes and all other required documents, or book-entry transfer and transmission of an agent’s message by a DTC participant, are at the election and risk of the tendering holders. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery to the Exchange Agent before the Expiration Date. No Letter of Transmittal or Old Notes should be sent to the Company or DTC. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the tenders for such holders. See “The Exchange Offer” section of the Prospectus.

      2.     Partial Tenders; Withdrawals. If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Old Notes tendered in the box entitled “Description of Old Notes — Principal Amount Tendered.” A newly issued certificate for the Old Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

      If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., Eastern time, on the Expiration Date.

      For a withdrawal to be effective:

•  the Exchange Agent must receive a written notice, which may be by telegram, telex, facsimile transmission or letter, of withdrawal at the address set forth above, or

•  for DTC participants, holders must comply with DTC’s standard operating procedures for electronic tenders and the Exchange Agent must receive an electronic notice of withdrawal from DTC.

      Any notice of withdrawal must:

•  specify the name of the person who deposited the Old Notes to be withdrawn,

•  identify the Old Notes to be withdrawn, including the certificate number or numbers and principal amount of the Old Notes to be withdrawn,

•  be signed by the person who tendered the Old Notes in the same manner as the original signature on the Letter of Transmittal, including any required signature guarantees, and

•  specify the name in which any Old Notes are to be re-registered, if different from that of the withdrawing holder.

      The Exchange Agent will return the properly withdrawn Old Notes without cost to the holder as soon as practicable following receipt of the notice of withdrawal. If Old Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Old Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity, form and eligibility, including time of receipt, of any notice of withdrawal will be determined by the Company, in its sole discretion, and such determination will be final and binding on all parties.

      3.     Tender by Holder. Except in limited circumstances, only a DTC participant listed on a DTC securities position listing may tender Old Notes in the Exchange Offer. Any beneficial owner of Old Notes who is not the registered holder and is not a DTC participant and who wishes to tender should arrange with such registered holder to execute and deliver this Letter of Transmittal on such beneficial owner’s behalf or must, prior to completing and executing this Letter of Transmittal and delivering his, her or its Old Notes, either make appropriate arrangements to register ownership of the Old Notes in such beneficial owner’s name or obtain a properly completed bond power from the registered holder or properly endorsed certificates representing such.

      4.     Signatures on this Letter of Transmittal, Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder of the Old Notes tendered hereby, the signature must

9

correspond exactly with the name as written on the face of the certificates without alteration, enlargement or any change whatsoever.

      If any tendered Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

      If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

      When this Letter of Transmittal is signed by the registered holder (including any participant in DTC whose name appears on a security position listing as the owner of the Old Notes) of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an Eligible Institution (as defined below).

      If this Letter of Transmittal is signed by a person other than the registered holder or holders of any Old Notes specified therein, such certificate(s) must be endorsed by such registered holder(s) or accompanied by separate written instruments of transfer or endorsed in blank by such registered holder(s) exchange in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as such registered holder(s) name(s) appear(s) on the Old Notes.

      If this Letter of Transmittal or any certificates of Old Notes or separate written instruments of transfer or exchange are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal.

      Signature on a Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Institution unless the Old Notes tendered pursuant thereto are tendered (i) by a registered holder (including any participant in DTC whose name appears on a security position listing as the owner of the Old Notes) who has not completed the box entitled “Special Payment Instructions” or “Special Delivery Instructions” on this Letter of Transmittal or (ii) for the account of an Eligible Institution. In the event that signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantee must be by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each of the foregoing an “Eligible Institution”).

      5.     Special Issuance and Delivery Instructions. Tendering holders of Old Notes should indicate in the applicable box the name and address to which New Notes issued pursuant to the Exchange Offer are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at DTC as such holder may designate hereon. If no such instructions are given, such Old Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal.

      6.     Tax Identification Number. Federal income tax law generally requires that a tendering holder whose Old Notes are accepted for exchange must provide the Company (as payor) with such holder’s correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9 below or otherwise establish a basis for exemption from backup withholding. If such holder is an individual, the TIN is his or her social security number. If the Company is not provided with the current TIN or an adequate basis for an exemption, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the “IRS”). In addition, the holder of New Notes may be subject to backup withholding on all reportable payments made after the exchange. The backup withholding rate is 30% for the years 2002 and 2003, 29% for the years 2004 and 2005, and 28% thereafter.

10

      Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed Guidelines of Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for additional instructions.

      Under the federal income tax laws, payments that may be made by the Company on account of New Notes issued pursuant to the Exchange Offer may be subject to backup withholding at the rates listed above. To prevent backup withholding, each tendering holder of Old Notes must provide its correct TIN by completing the “Substitute Form W-9” set forth below, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the IRS that such holder is subject to a backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified the holder that such holder is no longer subject to backup withholding. If the tendering holder of Old Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Company a completed Form W-8BEN, Certificate of Foreign Status. These forms may be obtained from the Exchange Agent. If the Old Notes are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Guidelines for information on which TIN to report. If such holder does not have a TIN, such holder should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part 2 of the Substitute Form W-9, write “applied for” in lieu of its TIN and complete the Certificate of Awaiting Taxpayer Identification Number. Note: checking this box or writing “applied for” on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If a holder checks the box in Part 2 of the Substitute Form W-9 or writes “applied for” on that form, backup withholding at the applicable rate will nevertheless apply to all reportable payments made to such holder. If such a holder furnishes its TIN to the Company within 60 days, however, any amounts so withheld shall be refunded to such holder. If, however, the holder has not provided the Company with its TIN within such 60-day period, the Company will remit such previously retained amounts to the IRS as backup withholding.

      Backup withholding is not an additional federal income tax. Rather, the Federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in overpayment of taxes, a refund may be obtained from the IRS.

      7.     Transfer Taxes. Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, New Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Old Notes in connection with the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

      Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Old Notes specified in this Letter of Transmittal.

      8.     Waiver of Conditions. The Company reserves the right to waive satisfaction of any or all conditions enumerated in the Prospectus.

      9.     No Conditional Tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

      Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Old Notes nor shall any of them incur any liability for failure to give any such notice.

      10.     Mutilated, Lost, Stolen or Destroyed Old Notes. Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

      11.     Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, should be directed to the Exchange Agent, at the address and telephone number indicated above.

11

TO BE COMPLETED BY ALL TENDERING HOLDERS

(SEE INSTRUCTION 6)

PAYOR’S NAME: PERKINELMER, INC.
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payor’s Request for Taxpayer Identification Number (“TIN”) and Certification	PART 1 — Please provide your TIN in the box at right and certify by signing and dating below. For individuals, this is your Social Security Number (“SSN”). For sole proprietors, see the Instructions in the enclosed Guidelines. For other entities, it is your Employer Identification Number (“EIN”). If you do not have a number, see how to get a TIN in the enclosed Guidelines.	TIN: Social Security Number OR Employer Identification Number
	PART 2 — TIN Applied For ? Certification — Under Penalties of Perjury, I certify that: (1) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien). Signature of U.S. Person                             Date                                                   Name Address City                             State              Zip
	Certification Instructions — You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of underreporting of interest or dividends on your tax returns and you have not been notified by the IRS that you are no longer subject to backup withholding. The Internal Revenue Service does not require your consent to any provisions of this document other than the certifications required to avoid backup withholding.

NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING ON ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE NEW NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

12

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED

THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, a percentage (currently 30 percent) of all reportable cash payments made to me thereafter will be withheld until I provide a number and such retained amounts will be remitted to the Internal Revenue Service as backup withholding.

Signature:                                                                               Date:                              

13 EX-99.2 30 b46013piexv99w2.htm EX-99.2 FORM OF NOTICE OF GUARANTEED DELIVERY

      EXHIBIT 99.2

Notice of Guaranteed Delivery

PerkinElmer, Inc.

Offer to Exchange 8 7/8% Senior Subordinated Notes Due 2013

Registered Under the Securities Act of 1933 for

All Outstanding 8 7/8% Senior Subordinated Notes Due 2013

      This form or one substantially equivalent hereto must be used to accept the Exchange Offer of PerkinElmer, Inc. (the “Company”) made pursuant to the prospectus, dated                     , 2003 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”) if certificates for Old Notes of the Company are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Company prior to 5:00 P.M., Eastern time, on the Expiration Date of the Exchange Offer. This form may be delivered or transmitted by facsimile transmission, mail or hand delivery to U.S. Bank National Association (the “Exchange Agent”) as set forth below. Capitalized terms used but not defined herein shall have the same meanings given them in the Prospectus or the Letter of Transmittal.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON                     , 2003 UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE.

To: U.S. Bank National Association, Exchange Agent

By Hand or Overnight Courier:
U.S. Bank National Association
Corporate Trust Services
180 East Fifth Street
St. Paul, MN 55101
Attention: Specialized Finance 4th Floor By Facsimile Transmission:
U.S. Bank National Association
Corporate Trust Services
180 East Fifth Street
St. Paul, MN 55101
Attention: Specialized Finance 4th Floor
(651) 244-1537 Confirm by Telephone:
U.S. Bank National Association
Corporate Trust Services
180 East Fifth Street
St. Paul, MN 55101
Attention: Specialized Finance 4th Floor
(651) 244-1197

      DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

      This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box in the Letter of Transmittal.

Ladies and Gentlemen:

      Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Old Notes set forth below, pursuant to the guaranteed delivery procedure described in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus. By so tendering, the undersigned does hereby make, at and as of the date hereof, the representations and warranties of a tendering holder of Old Notes set forth in the Letter of Transmittal.

      The undersigned understands that tenders of Old Notes will be accepted only in authorized denominations. The undersigned understands that tenders of Old Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., Eastern time, on the Expiration Date. Tenders of Old Notes may be withdrawn if the Exchange Offer is terminated or as otherwise provided in the Prospectus.

      All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the successors, assigns, heirs, personal representatives, executors, administrators, trustees in bankruptcy and other legal representatives of the undersigned.

2

Principal Amount of Old Notes Tendered:*

$ 

Certificate Nos. (if available):

Total Principal Amount Represented by Old Notes Certificate(s):

$ 

If Old Notes will be delivered by book-entry transfer, provide account number.

Account Number: 

PLEASE SIGN HERE
X
X
Signature(s) of Holder(s) or Authorized Signatory	Date

       This Notice of Guaranteed Delivery must be signed by the holder(s) of Old Notes exactly as their name(s) appear(s) on the certificate(s) for the Old Notes or, if delivered by a participant in DTC, exactly as such participants name appears on a security position listing as the owner of Old Notes or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If any signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below beside “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act as provided in the Letter of Transmittal.

PLEASE TYPE OR PRINT

Name(s): ________________________________________________________________________________

            ________________________________________________________________________________

Capacity: 

Address(es): 

Area Code and Telephone Number: 

*  Must be in denominations of principal amount of $1,000 and any integral multiple thereof.

3

GUARANTEE

      The undersigned, a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, hereby guarantees that the certificates representing the principal amount of Old Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company pursuant to the procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, within three business days after the Expiration Date.

Name of Firm:
	Authorized Signature
Address:	Name:
	(Please Type or Print)
	Title:
Zip Code
Area Code and	Date:
Tel. No.:

DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.

4 EX-99.3 31 b46013piexv99w3.htm EX-99.3 FORM OF LETTER TO BROKERS, DEALERS, ...

EXHIBIT 99.3

Broker Dealer Letter

PerkinElmer, Inc.

Offer to Exchange 8 7/8% Senior Subordinated Notes Due 2013

Registered Under the Securities Act of 1933 for

All Outstanding 8 7/8% Senior Subordinated Notes Due 2013

To: Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

      PerkinElmer, Inc. (the “Company”) is offering to exchange (the “Exchange Offer”), upon and subject to the terms and conditions set forth in the prospectus, dated                    , 2003 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), its 8 7/8% Senior Subordinated Notes due 2013 and the associated guarantees which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for its outstanding 8 7/8% Senior Subordinated Notes due 2013 and the associated guarantees (together, the “Old Notes”). The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated as of December 26, 2002, among the Company, the Guarantors referred to therein and the Initial Purchasers referred to therein.

      We are requesting that you contact your clients for whom you hold Old Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosing the following documents:

1.	Prospectus, dated                    , 2003;
2.	The Letter of Transmittal for your use and for the use of your clients who hold Old Notes registered in their own names and for the information of your clients for whom you hold Old Notes registered in your name or in the name of your nominee;
3.	A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for Old Notes are not immediately available or time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis;
4.	A form of letter which may be sent to your clients for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer;
5.	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and
6.	Return envelopes addressed to U.S. Bank National Association, the Exchange Agent for the Old Notes.

      YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON                     , 2003, UNLESS EXTENDED BY THE COMPANY (THE “EXPIRATION DATE”). THE OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE.

      The Company will not pay any fee or commission to any broker or dealer or to any other person (other than the Exchange Agent for the Exchange Offer). The Company will pay or cause to be paid any transfer taxes, if any, applicable to the exchange of Old Notes pursuant to the Exchange Offer, or the transfer of Old Notes to it, except as otherwise provided in Instruction 7 of the enclosed Letter of Transmittal. The Company may, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for their reasonable out-of-pocket expenses incurred in forwarding copies of the Prospectus, Letter of Transmittal and related documents to the beneficial owners of the Old Notes and in handling or forwarding tenders for exchange.

      To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent and certificates representing the Old Notes should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

      If holders of Old Notes wish to tender, but it is impracticable for them to forward their certificates for Old Notes prior to the expiration of the Exchange Offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”

      Any inquiries you may have with respect to the Exchange Offer or requests for additional copies of the enclosed materials should be directed to the Exchange Agent for the Old Notes, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

PerkinElmer, Inc.

      NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY, THE EXCHANGE AGENT OR ANY AFFILIATE OF EITHER OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

      Enclosures

2 EX-99.4 32 b46013piexv99w4.htm EX-99.4 FORM OF LETTER TO CLIENTS

EXHIBIT 99.4

Client Letter

PerkinElmer, Inc.

Offer to Exchange 8 7/8% Senior Subordinated Notes Due 2013

Registered Under the Securities Act of 1933 for

All Outstanding 8 7/8% Senior Subordinated Notes Due 2013

To Our Clients:

      Enclosed for your consideration is a prospectus, dated                    , 2003 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of PerkinElmer, Inc. (the “Company”) to exchange its 8 7/8% Senior Subordinated Notes due 2013 and the associated guarantees, which have been registered under the Securities Act of 1933, as amended, for its outstanding 8 7/8% Senior Subordinated Notes due 2013 and the associated guarantees (together, the “Old Notes”), upon the terms and subject to the conditions described in the Prospectus. The Exchange Offer is being made in order to satisfy obligations of the Company contained in the Registration Rights Agreement, dated as of December 26, 2002, among the Company, the Guarantors referred to therein and the Initial Purchasers referred to therein.

      This material is being forwarded to you as the beneficial owner of the Old Notes carried by us in your account but not registered in your name. A tender of such Old Notes may only be made by us as the holder of record and pursuant to your instructions.

      Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

      Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange offer will expire at 5:00 p.m., Eastern time, on                     , 2003, unless extended by the Company (the “Expiration Date”). Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before 5:00 p.m., Eastern time, on the Expiration Date.

      The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

      Your attention is directed to the following:

1.	The Exchange Offer is for any and all Old Notes.
2.	The Exchange Offer is subject to conditions set forth in the Prospectus in the section captioned “The Exchange Offer — Conditions to the Exchange Offer.”
3.	The Exchange Offer expires at 5:00 p.m., Eastern time, on the Expiration Date, unless extended by the Company.

      4.     Any transfer taxes incident to the transfer of the Old Notes from the tendering holder to the Company will be paid by the Company, except as otherwise provided in the Prospectus and the Letter of Transmittal.

      IF YOU WISH TO TENDER YOUR OLD NOTES, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM ON THE BACK OF THIS LETTER. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Old Notes.

      If we do not receive written instructions in accordance with the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Old Notes in your account. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon will constitute an instruction to us to tender all the Old Notes held by us for your account.

      Please carefully review the enclosed material as you consider the Exchange Offer.

INSTRUCTIONS WITH RESPECT TO

THE EXCHANGE OFFER

      The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by PerkinElmer, Inc. with respect to its Old Notes.

      This will instruct you to tender the Old Notes held by you for the account of the undersigned, upon and subject to terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

      Please tender the Old Notes held by you for the account of the undersigned as indicated below:

      • The aggregate face amount of Old Notes held by you for the account of the undersigned is (fill in amount):

        $                    of 8 7/8% Senior Subordinated Notes due 2013.

•  With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o  To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes (in integral multiples of $1,000 only) to be tendered (if any)):

            $                    of 8 7/8% Senior Subordinated Notes due 2013.

o  NOT to TENDER any Old Notes held by you for the account of the undersigned.

      If the under undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of Old Notes; (b) to make such agreements, representations and warranties, on behalf of the undersigned, as are set forth in the Letter of Transmittal; and (c) to take such other action as may be necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of such Old Notes.

Name of beneficial owner(s) (please print):

Signature(s):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

2 EX-99.5 33 b46013piexv99w5.htm EX-99.5 FORM OF TAX GUIDELINES

Exhibit 99.5

TAX GUIDELINES

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer. — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

For this type of account:
		Give the
		SOCIAL SECURITY
		number of:
1.	An individual’s account		The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)
4.	a.  The usual revocable savings trust account (grantor is also trustee)		The grantor-trustee(1)
	b.  So-called trust account that is not a legal or valid trust under state law		The actual owner(1)
5.	Sole proprietorship account or an account of a single-owner LLC		The owner(3)

		Give the
For this type of account:		EMPLOYER IDENTIFICATION
		number of:
6.	Sole proprietorship account or an account of a single-owner LLC		The owner(3)
7.	A valid trust, estate, or pension trust account	The legal entity (do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(4)
8.	Corporate account or an account of an LLC electing corporate status on Form 8837		The corporation
9.	Association, club, religious, charitable, educational or other tax-exempt organization account		The organization
10.	Partnership or multi-member LLC account		The partnership
11.	A broker or registered nominee		The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments		The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your Social Security number or employer identification number (if you have one).
(4)	List first and circle the name of the legal trust, estate, or pension trust.

Note:  If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number (for business and all other entities), at the local office of the Social Security Administration or the Internal Revenue Service or by calling 1 (800) TAX-FORM and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempt from backup withholding on ALL payments include the following:

         •  An organization exempt from tax under section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), or an individual retirement account, or a custodial account under Section 403(b)(7) of the Code if the account satisfies the requirements of Section 401(f)(2) of the Code.

         •  The United States or any agency or instrumentality thereof.

         •  A state, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof.

         •  A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

         •  An international organization, or any agency or instrumentality thereof.

         Payees that may be exempt from backup withholding include the following:

         •  A corporation.

         •  A financial institution.

         •  A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States.

         •  A futures commission merchant registered with the Commodity Futures Trading Commission.

         •  A real estate investment trust.

         •  A common trust fund operated by a bank under Section 584(a) of the Code.

         •  A trust exempt from tax under Section 664 of the Code or described in Section 4947 of the Code.

         •  An entity registered at all times during the tax year under the Investment Company Act of 1940.

         •  A foreign central bank of issue.

         •  A middleman known in the investment community as a nominee or custodian.

         Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

         •  Payments to nonresident aliens subject to withholding under Section 1441 of the Code.

         •  Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

         •  Payments of patronage dividends not paid in money.

         •  Payments made by certain foreign organizations.

         •  Section 404(k) distributions made by an employee stock option plan.

         Payments of interest not generally subject to backup withholding include the following:

         •  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

         •  Payments of tax-exempt interest (including exempt-interest dividends under Section 852 of the Code).

         •  Payments described in Section 6049(b)(5) of the Code to nonresident aliens.

         •  Payments on tax-free covenant bonds under Section 1451 of the Code.

         •  Payments made by certain foreign organizations.

         •  Mortgage or student loan interest paid to you.

         Exempt payees described above should file the Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH A PAYER A COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).

         Certain payments other than interest, dividends and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A, and 6050N of the Code and the regulations promulgated thereunder.

         Privacy Act Notice. Section 6109 of the Code requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of the tax returns. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a percentage (currently 30%) of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

         Penalties. (1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of at least $100. (3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

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