AMENDMENT NO. 2 TO NOTE AND EQUITY PURCHASE AGREEMENT

Exhibit 10.2.2

AMENDMENT NO. 2
TO
NOTE AND EQUITY PURCHASE AGREEMENT

by and among

MGP INSTRUMENTS, INC.

AS BORROWER,

DOSIMETRY ACQUISITIONS (U.S.), INC.

AS GUARANTOR,

AMERICAN CAPITAL FINANCIAL SERVICES, INC.

AS AGENT

and

THE PURCHASERS IDENTIFIED ON
ANNEX A HERETO

Date of Amendment No. 2: November 1, 2005
Date of Amendment No. 1: October 22, 2004
Original Date: June 23, 2004

AMENDMENT NO. 2
TO
NOTE AND EQUITY PURCHASE AGREEMENT

$24,944,400 Aggregate Principal Amount of Senior Term B Notes Due June 23, 2010

$12,168,000 Aggregate Principal Amount of Senior Subordinated Notes Due June 23, 2011

$4,867,200 Aggregate Principal Amount of Junior Subordinated Notes Due June 23, 2011

$8,213,400 Revolving Loan Facility

     THIS AMENDMENT NO. 2 TO THE NOTE AND EQUITY PURCHASE AGREEMENT, dated as of November 1, 2005 (this “ Amendment ”), is by and among MGP INSTRUMENTS, INC. (“ Borrower ”), DOSIMETRY ACQUISITIONS (U.S.), INC. (“ Topco ”), as Guarantor, AMERICAN CAPITAL STRATEGIES, LTD. (“ ACAS ”), ACS FUNDING TRUST I (“ AFT, ” and together with ACAS, the “ Purchasers ”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ ACFS ”), as agent for Purchasers (in such capacity “ Agent ”). Capitalized terms used and not defined elsewhere in this Amendment have the meanings assigned to such terms in the Agreement (as defined below).

RECITALS

     A. The Borrower, ACAS, and ACFS are parties to a Note and Equity Purchase Agreement dated as of June 23, 2004 (as amended to date, the “ Agreement ”), pursuant to which ACAS purchased from the Borrower certain Senior Term B Notes; certain Senior Subordinated Notes; and certain Junior Subordinated Notes.

     B. ACAS has sold or contributed certain of the Notes to AFT.

     C. The parties hereto desire to amend the Agreement as set forth herein.

     D. All capitalized terms used but not defined herein shall have the respective meanings ascribed in the Agreement.

     NOW, THEREFORE, the parties hereto, in consideration of the premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

ARTICLE 1
CONSENT AND AMENDMENT

     1.1 Consent . Pursuant to Section 15.2 of the Agreement, each of the undersigned Agent and Purchasers hereby consent to this Amendment and agree, subject to the conditions set forth herein, that upon the execution hereof, the Agreement is hereby amended as follows and shall be deemed to be amended, effective as of the date set forth above.

     1.2 Amendment to Section 1.1 . Section 1.1 of the Agreement is hereby modified and amended by adding the following definitions in alphabetical order:

     “EURIBOR” shall mean, for each EURIBOR Period, a rate of interest determined by the Agent equal to the rate of interest that under current practice is listed as the one month Euro Interbank Offered Rate that appears on Telerate Page 248 at or about 11:00 a.m. (Brussels time) two business days before the first day of the relevant EURIBOR Period.

     “EURIBOR Period” shall mean the calendar month immediately preceding the month in which the interest payment date occurs; provided , that if any EURIBOR Period would otherwise extend beyond the maturity date of the applicable Note for which EURIBOR is being calculated, the EURIBOR Period shall end on such maturity date.

     1.3 Amendment to Section 3.l.(a) . Section 3.1(a) of the Agreement is hereby modified and amended in its entirety as follows:

     (a) The Loan Parties, jointly and severally, covenant and agree to make payments to Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Term Loan B on the first Business Day of each calendar month, commencing August 1, 2004 through the date of repayment in full of the Senior Term Loan B. The Senior Term Loan B shall bear interest on the outstanding principal thereof at a rate equal to EURIBOR, as such rate may adjust from time to time, plus 300 basis points per annum.

     1.4 Amendment to Section 3.1(b) . Section 3.1(b) of the Agreement is hereby modified and amended in its entirety as follows:

     (b) The Loan Parties, jointly and severally, covenant and agree to make payments to Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Subordinated Notes on the first Business Day of each calendar month, commencing August 1, 2004 through the date of repayment in full of the Senior Subordinated Notes. The Senior Subordinated Notes will bear interest in two components: (i) interest will be payable in cash on the outstanding principal amount thereof (as increased by Senior PIK Interest that is paid-in-kind as described below) at a rate equal to EURIBOR, as such rate may adjust from time to time, plus 550 basis points per annum (“ Senior Cash Interest ”); and (ii) interest

will be payable in kind on (and thereby increase) the outstanding principal amount of the Senior Subordinated Notes (as such principal amount is increased from time to time) at a rate of 5.5% per annum (“ Senior PIK Interest ”)