Plans & Agreements of Distribution

                       PLAN AND AGREEMENT OF DISTRIBUTION


      THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into
as of November 15, 2001, between Thermo Electron Corporation, a Delaware
corporation ("Thermo Electron"), and Viasys Healthcare Inc., a Delaware
corporation ("Viasys").

                                    RECITALS

      WHEREAS, Thermo Electron is the holder of all of the issued and
outstanding shares of Common Stock, $.01 par value per share, of Viasys ("Viasys
Common Stock; and

      WHEREAS, Thermo  . . .