Exhibit 10.17

                                            August 1, 2001




Teradyne, Inc.
321 Harrison Avenue
H108
Boston, MA  02118

Attn:  Stuart M. Osattin

Dear Mr. Osattin:

         In consideration for my continued employment with GenRad, Inc. (the
"Company") following its merger (the "Merger") with Teradyne, Inc.,
("Teradyne"), and the additional consideration set forth herein the sufficiency
of which I acknowledge, I hereby agree as follows:

         1.       to terminate in full my Employment Agreement with the Company
                  dated April 10, 2000 (such that such employment agreement is
                  null and void and, accordingly, I am not eligible for any
                  severance or other benefits set forth therein; provided,
                  however, that the termination of such agreement will not
                  effect my existing options or the acceleration of vesting
                  terms which exist with respect to such options); and

         2.       effective upon the closing of the Merger, to enter into a one
                  year noncompetition and nonsolicitation agreement with
                  Teradyne upon standard terms and conditions commencing upon
                  termination of employment with Teradyne.

         In consideration for the above, Teradyne agrees to provide me with the
following:

         1.       on the date of closing of the Merger and as a condition of my
                  employment, an option grant for 86,650 shares of Teradyne
                  common stock with (x) an exercise price equal to the fair
                  market value of the common stock on the date of grant and (y)
                  standard Teradyne vesting provisions (which in any event shall
                  include vesting of 20% upon grant); and

         2.       an initial total model compensation amount consisting of
                  $334,286 annual base salary and variable compensation factor
                  of 150%.




August 1, 2001
Page 2


         3.       on the date of closing of the Merger and as a condition of my
                  employment, an additional option grant for 100,000 shares of
                  Teradyne common stock with (x) an exercise price equal to the
                  fair market value of the common stock on the date of grant and
                  (y) vesting provisions such that 20% will vest on the date of
                  grant and 20% will vest thereafter on each six month
                  anniversary date of the date of grant.

         Agreed and accepted as of the date above.


                                         Teradyne, Inc.

                                         By: /s/ Stuart M. Osattin
                                            ------------------------------------
                                            Name:  Stuart M. Osattin
                                            Title:  Vice President and Treasurer


                                         By: /s/ Robert M. Dutkowsky
                                             -----------------------------------
                                             Robert M. Dutkowsky