Plans & Agreements of Distribution

                       PLAN AND AGREEMENT OF DISTRIBUTION

     THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered into
as of __________, 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 Electron has  . . .

                       PLAN AND AGREEMENT OF DISTRIBUTION


         THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered
into as of __________, 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,  . . .

                                                                Draft of 7/18/01

                       PLAN AND AGREEMENT OF DISTRIBUTION


         THIS PLAN AND AGREEMENT OF DISTRIBUTION (this "Agreement") is entered
into as of __________, 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 3,000 shares of Common Stock,
$.01 par value per share, of Viasys (" . . .