January 29, 2000

Board of Directors
Thermo Electron Corporation
81 Wyman Street
Post Office Box 9046
Waltham, MA 02454-9046

Attention: Dr. Richard Syron
           Chairman and Chief Executive Officer

Special Committee of the Board of Directors
Thermo Instrument Systems Inc.
81 Wyman Street
Post Office Box 9046
Waltham, MA 02454-9046

Attention: Mr. Polyvios C. Vintiadis
           Director

Ladies and Gentlemen:

J.P. Morgan Securities Inc. ("J.P. Morgan") and The Beacon Group Capital
Services, LLC (collectively "we", "us" and "our") understand that Thermo
Instrument Systems Inc. ("Thermo Instrument"), a subsidiary of Thermo Electron
Corporation ("Thermo Electron"), proposes to acquire all of the outstanding
common stock, par value $.01 per share, (the "Shares") of Metrika Systems
Corporation (the "Company") not currently held by Thermo Electron or its
subsidiaries from the holders thereof at a purchase price of $9.00 per Share,
net to the seller in cash (the "Consideration"), pursuant to (i) an offer
(the "Offer") by Metrika Acquisition Inc. (the "Purchaser"), a wholly-owned
subsidiary of Thermo Instrument, to purchase all of the outstanding Shares
and (ii) the subsequent merger (the "Merger") of the Purchaser with and into
the Company. You have requested our joint opinion as to the fairness, from a
financial point of view, to Thermo Instrument and to Thermo Electron of the
Consideration proposed to be paid pursuant of the Offer and the Merger.




In arriving at our opinion, we have reviewed (i) certain publicly available
information concerning the business of the Company and of certain other
companies engaged in businesses deemed by us to be comparable to those of the
Company; (ii) the reported market prices of the securities of certain other
companies deemed by us to be comparable to the Company; (iii) publicly
available terms of certain transactions involving companies deemed by us to
be comparable to the Company and the consideration paid for such companies;
(iv) current and historical market prices of the Shares; (v) the audited
financial statements of Thermo Instrument, Thermo Electron and the Company
for the fiscal year ended January 2, 1999 and the unaudited financial
statements of Thermo Instrument, Thermo Electron and the Company for the
period ended october 2, 1999; (vi) certain agreements with respect to
outstanding indebtedness or obligations of Thermo Instrument, Thermo Electron
and the Company; (vii) the terms of other business combinations that we
deemed relevant; and (viii) projections for the period from October 3, 1999
through January 1, 2000 and for fiscal 2000 prepared by the Company in
November 1999 (the "2000 Projections").

In addition, we have held discussions with certain members of the managements
of Thermo Instrument, Thermo Electron and the Company with respect to
certain aspects of the Offer and the Merger, the past and current business
operations of the Company, the financial condition and future prospects and
operations of the Company and certain other matters we believed necessary or
appropriate to our inquiry. We have reviewed such other financial studies and
analyses and considered such other information as we deemed appropriate for
the purposes of this opinion.

In giving our opinion, we have relied upon and assumed, without independent
verification, the accuracy and completeness of all information that was
publicly available or was furnished to, or discussed with, us, by Thermo
Instrument, Thermo Electron or the Company or was otherwise reviewed by us,
and we have not assumed any responsibility or liability therefor. We have
also assumed that there have been no material changes in the Company's
financial condition, results of operations, business or prospects since the
date of the most recent financial statements made available to us. We have
not conducted, and we have not assumed any responsibility for conducting, any
valuation, appraisal or physical inspection of any assets or liabilities
(contingent or otherwise), nor have any such valuations or appraisals been
provided to us. In relying on the financial analyses, projections and
estimates provided to, or discussed with, us, we have assumed that they have
been reasonably prepared based on assumptions reflecting the best currently
available estimates and judgments by management as to the expected future
financial performance of the Company. We have relied as to all legal matters
relevant to rendering our opinion upon the advice of counsel.

Our opinion is necessarily based on economic, market and other conditions as
in effect on, and the information made available to us of, the date hereof.
It should be understood that subsequent developments may affect the
conclusions in this opinion and that we do not have any obligation to update,
revise or reaffirm this opinion.




We have acted as financial advisors to Thermo Instrument and Thermo Electron
with respect to the proposed Offer and Merger and will receive a fee from
Thermo Electron for our services. We have also acted as financial advisors to
Thermo Electron for the purpose of advising Thermo Electron in connection
with its strategic alternatives, including the proposed reorganization of
Thermo Electron and its subsidiaries. As part of the proposed reorganization
of Thermo Electron, it is contemplated that Thermo Electron will acquire the
publicly-held minority interest in Thermo Instrument. We will receive
separate fees for services with respect to other elements of Thermo
Electron's reorganization, including acting as financial advisors to Thermo
Electron in connection with the acquisition of the publicly-held minority
interest in Thermo Instrument. These other fees include a minimum retainer
for each of us and additional compensation if some or all of the other
elements of Thermo Electron's reorganization are completed. In the ordinary
course of their businesses, J.P. Morgan and its affiliates may actively trade
the debt and equity securities of Thermo Instrument, Thermo Electron or the
COmpany and their affiliates for their own account or for the accounts of
customers and, accordingly, they may at any time hold long or short positions
in such securities.

On the basis of and subject to the foregoing, it is our opinion as of the
date hereof that the Consideration to be paid pursuant to the Offer and the
Merger is fair, from a financial point of view, to Thermo Instrument and to
Thermo Electron.

This letter is provided to the Special Committee of the Board of Directors of
Thermo Instrument and the Board of Directors of Thermo Electron in connection
with and for the purposes of their evaluation of the Offer and the Merger.
This opinion does not constitute a recommendation to any stockholder of the
Company as to whether such stockholder should tender its Shares in the Offer.
This opinion may not be disclosed, referred to, or communicated (in whole or
in part) to any third party for any purpose whatsoever except with our prior
written consent in each instance. We hereby consent to the filing of this
opinion as an exhibit to the tender Offer statement on Schedule TO to be
filed by Thermo Instrument, Thermo Electron and certain of their subsidiaries
and to the provision of this opinion to persons who request it as
contemplated by the Schedule TO.

Very truly yours,

J.P. MORGAN SECURITIES INC.


/s/ Jacques Aigrain
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Name: Jacques Aigrain
Title: Managing Director



THE BEACON GROUP CAPITAL SERVICES, LLC

/s/ THE BEACON GROUP CAPITAL SERVICES, LLC
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