Exhibit 10.48


                               FIRST AMENDMENT TO
                       PLAN AND AGREEMENT OF DISTRIBUTION


     This  first  amendment  TO THE Plan and  Agreement  of  Distribution  (this
"Amendment") is made as of the 27th day of December,  2001 by and between Thermo
Electron  Corporation,  a Delaware corporation  ("Thermo Electron"),  and Kadant
Inc., a Delaware corporation  ("Kadant").  Capitalized terms used herein without
definition  shall  have  the  same  meanings  ascribed  to  such  terms  in  the
Distribution Agreement (as defined below).

                                    RECITALS

     WHEREAS,  Thermo  Electron  and Kadant are parties to that certain Plan and
Agreement  of  Distribution  dated  as of  August  3,  2001  (the  "Distribution
Agreement");

     WHEREAS,  the parties hereto desire to amend the Distribution  Agreement as
herein provided:

     NOW THEREFORE,  in consideration of the covenants and agreements  contained
herein  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency of which is hereby acknowledged,  the parties hereto hereby agree as
follows:

     1. That  Section  9.6(a)  of the  Distribution  Agreement  is  amended  and
restated in its entirety to read as follows:

     "9.6 Financial Covenants.

          (a) Kadant will not, for so long as the  guarantee by Thermo  Electron
of obligations under the Kadant Debentures is outstanding:

               (i)  permit Net Debt  divided by Net  Capital to be greater  than
                    40% measured at the end of each fiscal quarter commencing on
                    September 29, 2001; or

               (ii) permit the  quotient  obtained  by  dividing  (x) the sum of
                    EBITA and Interest Income by (y) Interest Expense to be less
                    than  4.0,  measured  at the  end  of  each  fiscal  quarter
                    commencing  on  September  29, 2001 on an  annualized  basis
                    using  the  quarter  then  ended  and  the  previous   three
                    quarters.

               Notwithstanding  the foregoing,  in the event that the percentage
calculated in paragraph (i) of this Section 9.6 is less than or equal to 20% for
any measurement date, the required quotient  specified in paragraph (ii) of this
Section 9.6 shall be lowered from 4.0 to 3.0 (measured at the end of each fiscal



quarter on an  annualized  basis using the quarter  then ended and the  previous
three quarters) for such period."

     2. This Amendment and the rights and  obligations of the parties  hereunder
shall be construed in  accordance  with and governed by the laws of the State of
Delaware.

     3. This Amendment may be executed in  counterparts,  each of which shall be
considered an original,  but all of which together shall  constitute one and the
same agreement.

     4. At all  times  on and  after  the date  hereof,  all  references  in the
Distribution  Agreement and each of the Ancillary Agreements to the Distribution
Agreement shall be deemed to be references to such Distribution  Agreement after
giving effect to this Amendment.



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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.



                                THERMO ELECTRON CORPORATION



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



                                KADANT INC.


                                By:     /s/ Thomas M. O'Brien
                                        ----------------------------
                                Name:   Thomas M. O'Brien
                                Title:  Executive Vice President and CFO