Exhibit 10.10


                    AMENDMENT TO LEASE TERMINATION AGREEMENT
                    ----------------------------------------

         This Amendment to Lease Termination Agreement is dated as of October
20, 2002 by and between RSI (NG) QRS 12-13, INC. as Landlord ("Landlord") and
RHEOMETRIC SCIENTIFIC, INC. as Tenant ("Tenant").

                               W I T N E S S E T H

         WHEREAS, Landlord and Tenant entered into a Lease Termination Letter
Agreement dated October 11, 2002 concerning premises located at One Possumtown
Road, Piscataway, New Jersey. The final paragraph of the Letter Agreement
provided that all obligations and agreements of Landlord and Tenant were
contingent upon, among other things, "approval by Landlord's Lender within ten
(10) days of the date hereof."

         NOW, THEREFORE, for the foregoing premises and other good and valuable
consideration, the parties hereby agree as follows:

         1.    The final paragraph of the Letter Agreement is hereby deleted and
replaced in its entirety to read as follows:

               "All of the obligations and agreements of Landlord and
               Tenant hereunder are contingent upon (i) the
               consummation of the Closing under the Asset Purchase
               Agreement, (ii) approval by Landlord's lender, and
               (iii) execution of a satisfactory agreement, in the
               form attached as Exhibit A, describing the terms of a
               proposed lease between Landlord and Waters Technologies
               Corporation or its designee ("Waters")."

         2.    All other terms and conditions of the Lease Termination Agreement
remain in full force and effect.

         This Agreement is effective as of the date first above written.

                                       RHEOMETRIC SCIENTIFIC, INC.

                                       By: /s/ JOSEPH MUSANTI
                                           -------------------------------------
                                           Name: Joseph Musanti
                                           Title: V.P. Finance


                                       RSI (NJ) QRS 12-13, INC.

                                       By: /s/ THOMAS E. ZACHARIAS
                                           -------------------------------------
                                           Name: Thomas E. Zacharias
                                           Title: Managing Director


         For the purposes of agreeing that the provisions of Paragraph 2 of the
Lease Termination Agreement remain in full force and effect:


ANDLINGER CAPITAL XXVI LLC

By:  /s/ MERRICK G. ANDLINGER
     -------------------------------
     Merrick G. Andlinger
     Managing Member


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