<PAGE>





                   [BANGERT, DAWES, READE, DAVIS & THOM LETTERHEAD]






PERSONAL & CONFIDENTIAL
                                       November 27, 1996
VIA FAX: (516) 223-5496 


Board of Directors
Micro Bio-Medics, Inc.
846 Pelham Parkway
Pelham Manor, N.Y. 10803

Attention:  Mr. Bruce J. Haber

Dear Mr. Haber:

1.  Bangert, Dawes, Reade, Davis & Thom Incorporated ("BDRD&T") is pleased to
act as exclusive financial advisor to the Board of Directors (the "Board") of
Micro Bio-Medics, Inc. ("MBM" or the "Company") in connection with any
contemplated Business Transaction involving entities, persons or their
affiliates of Henry Schein, Inc. or any competing entity ("HSI" or the
"Acquirer(s)") who may express interest in entering into a merger, acquisition
or other form of business combination with MBM.  This letter agreement
("Agreement") is to confirm our understanding with respect to our engagement. 
As used in this Agreement, the term "Business Transaction" means whether
effected in one transaction or a series of transactions, (a) any financing,
acquisition, recapitalization, merger, consolidation, refinancing,
reorganization or other business combination pursuant to which all or any part
of the business of MBM is combined with that of HSI or any competing Acquirer or
one or more entities/persons formed by or affiliated with HSI or any competing
Acquirer, including without limitation, any joint venture; (b) the acquisition,
directly or indirectly, by HSI or any competing Acquirer of 5% or more of the
then outstanding capital stock of MBM by way of a negotiated purchase or other
means, or (c) the acquisition, directly or indirectly, by HSI or any competing
Acquirer of all or a substantial portion of the assets of, or of any right to
all or a substantial portion of the revenues or income of MBM by way of a
negotiated purchase, lease, license, exchange, joint venture or other means.

2.  BDRD&T will meet with, exchange information, and communicate with such
aforementioned potential Acquirers, and/or their advisors/representatives who
may have the interest and ability to enter into a merger, acquisition, asset
purchase, stock purchase or other form of Business Transaction with MBM.  BDRD&T
will advise the Board of MBM in negotiations with any such Acquirer(s), will
assist the Board in analyzing, structuring, negotiating and effecting a Business
Transaction(s) on terms mutually agreeable to MBM and any such Acquirer(s), and
will provide to the Board of MBM such information, reports and analyses with
respect thereto as it may request.


<PAGE>

Page 2

3.  MBM will furnish BDRD&T with such information as BDRD&T may reasonably
request to perform its obligations hereunder ("Information"); provided however,
BDRD&T shall observe any confidentiality restrictions that MBM may require with
respect to the use and dissemination of Information, and shall promptly return
all Information to MBM upon termination of this Agreement.  MBM recognizes and
confirms that BDRD&T (a) will use and rely primarily on the Information and on
information available directly to BDRD&T from generally recognized public
sources in performing its obligations hereunder, without having independently
verified the same; (b) does not assume responsibility for the accuracy or
completeness of the Information and information obtained by BDRD&T from
generally recognized public sources; and (c) will not make an appraisal of any
assets of MBM. 

4.  For the purposes of this Agreement, the term "Consideration" means the
aggregate fair market value, as determined by mutual agreement of the Board of
MBM and BDRD&T upon the closing of the Business Transaction, of any securities
and any other non-cash consideration (including, without limitation, any joint
venture, leasing, licensing, non-compete arrangements and/or partnership
interest) and the face amount (in United States dollars) of any cash
consideration, received by MBM and/or its security holders in such a Business
Transaction, calculated as if one hundred percent (100%) of MBM's capital stock
or assets were sold or transferred to such Acquirer(s).

    If, during the term of this Agreement or within one year thereafter, a
Business Transaction is consummated between MBM and such aforementioned
Acquirer(s) or MBM enters into a written agreement which subsequently results in
a Business Transaction with any Acquirer which BDRD&T identified to MBM or with
which MBM and/or BDRD&T had discussions regarding a Business Transaction, in
either case during the term of this Agreement, MBM will pay BDRD&T a
"Transaction Fee" in the amount of $1,230,000.00; such Transaction Fee being
payable to BDRD&T at its option in cash or securities in kind upon the closing
of such Business Transaction, provided however, that any portion of the
Transaction Fee computed with respect to installment or contingent payments
which are part of the Consideration shall be due and payable to BDRD&T only when
such amounts actually are received by MBM, and/or its securities' holders.

    In the event a transaction in connection with or as contemplated by this
Agreement is not consummated, BDRD&T will be paid $150,000.00 plus reimbursement
of all related expenses as compensation for its services.


<PAGE>

Page 3

5.  In addition to any Transaction Fee that may be payable to BDRD&T under
paragraph 4 hereof, MBM agrees to reimburse BDRD&T, upon its request from time
to 
time and submission to MBM of documentation thereof, for its reasonable
out-of-pocket expenses incurred by BDRD&T to perform its obligations hereunder.

6.  The Company agrees to indemnify BDRD&T and its affiliates and their
respective directors, officers, employees, agents and controlling persons
(BDRD&T and each such person being an "Indemnified Party") from and against any
and all losses, claims, damages and liabilities, joint or several, to which such
Indemnified Party may become subject under any applicable federal or state law
or otherwise, and related to or arising out of any Business Transaction
contemplated by this Agreement or the engagement of BDRD&T pursuant to, and the
performance by BDRD&T of the services contemplated by this Agreement and will
reimburse any Indemnified Party for all expenses (including counsel fees and
expenses) as they are incurred in connection with the investigation of,
preparation for, or defense of any pending or threatened claim, or any action or
proceeding arising therefrom, whether or not such Indemnified Party is a party
and whether or not such claim, action or proceeding is initiated or brought by
or on behalf of the Company and/or its securities' holders.  The Company will
not be liable under the foregoing indemnification provision to the extent that
any loss, claim, damage, liability or expense is found in a final judgment by a
court to have resulted from BDRD&T's bad faith or gross negligence.  The Company
also agrees that no Indemnified Party shall have any liability (whether direct
or indirect, in contract or tort or otherwise) to the Company, its securities'
holders, or creditors related to or arising out of the engagement of BDRD&T
pursuant to, or the performance by BDRD&T of the services contemplated by this
Agreement, except to the extent that any loss, claim, damage or liability is
found in a final judgment by a court to have resulted from BDRD&T's bad faith or
gross negligence.

7.  If the indemnification of an Indemnified Party provided for in paragraph 6
hereof is for any reason held unenforceable, MBM agrees to contribute to the
losses, claims, damages and liabilities as to which such indemnification is held
unenforceable (a) in such proportion as is appropriate to reflect the relative
benefits to MBM and/or its securities holders, on the one hand, and BDRD&T on
the other hand, of a proposed Business Transaction (whether or not such Business
Transaction is consummated) or (b) if (but only if) the allocation provided for
in clause (a) hereof is for any reason held unenforceable, in such proportion as
is determined to reflect the relative fault of MBM and/or its securities
holders, on the one hand, and BDRD&T on the other hand, as well as any other
relevant equitable considerations.  MBM agrees that, for the purposes of this
paragraph 7, the relative benefits of a proposed Business Transaction to itself
and/or its security holders and to BDRD&T, respectively, are deemed to be in the
same proportion as (i) the Consideration received or contemplated to be received
by MBM and/or its security holders as a result of or in connection with such
Business Transaction, net of the Transaction Fee and fees and expenses paid or
to be paid to BDRD&T under this Agreement; and (ii) the Transaction Fee and
reimbursement for fees and expenses paid or 
<PAGE>

Page 4

to be paid to BDRD&T under this Agreement; provided, however, to the extent
permitted by applicable law, in no event shall the Indemnified Parties be
required to contribute an 
aggregate amount in excess of the Transaction Fees and reimbursement for fees
and expenses actually paid or to be paid to BDRD&T under this Agreement.

8.  MBM agrees that, without BDRD&T's prior written consent, it will not
settle, compromise or consent to the entry of any judgment on behalf of an
Indemnified Party in any pending or threatened claim, action or proceeding with
respect to which an Indemnified Party has a right of indemnification under
paragraph 6 hereof (whether or not any Indemnified Party is an actual party to
such claim, action or proceeding), unless such settlement, compromise or consent
includes an unconditional release of each Indemnified Party from all liability
arising out of such claim, action or proceeding.

9.  MBM acknowledges and agrees that BDRD&T has been retained to act solely as
its financial advisor in furtherance of a possible Business Transaction, that
BDRD&T shall perform its obligations hereunder solely as an independent
contractor, and that MBM does not intend that any duties of BDRD&T arising out
of its engagement pursuant hereto shall be owed to any person or entity other
than MBM.

10. BDRD&T's engagement hereunder may be terminated by either the Company
and/or BDRD&T at any time after December 31, 1997 upon written notice to that
effect to the other party, it being understood that the provisions relating to
the payment of fees and expenses, indemnification, limitations on the liability
of Indemnified Parties, contribution, settlements, the status of BDRD&T as an
independent contractor the limitation as to whom BDRD&T shall owe any duties and
waiver of the right to trial by jury will survive any such termination.

    In the event that an Indemnified Party is requested or required to appear
as a witness in any action brought by or on behalf of or against the Company
and/or its securities' holders or any of the former in which such Indemnified
Party is not named as a defendant, the Company agrees to reimburse BDRD&T for
all expenses incurred by it in connection with Indemnified Party's appearing and
preparing to appear as such a witness, including, without limitation, the fees
and disbursement of its legal counsel.

11. MBM acknowledges that BDRD&T may, at its option and expense, place an
announcement in such newspapers and periodicals as it may choose, stating that
BDRD&T has acted as the exclusive financial advisor to MBM in connection with
such Business Transaction.

12. This Agreement is the entire agreement between the parties hereto with
respect to the subject matter hereof, and supersedes any prior agreements or
understanding with respect thereto, whether oral or in writing.  No waiver,
amendment, assignment or other 


<PAGE>

Page 5

modification of this Agreement shall be effective unless it is in writing and
signed by each party to be bound thereby.

    Each of BDRD&T and the Company (in its own behalf and, to the extent
permitted by applicable law, on behalf of its securities' holders) waive all
right to trial by jury in any action, proceeding or counterclaim (whether based
upon contract, tort or otherwise) related to or arising out of the engagement of
BDRD&T pursuant to, or the performance by BDRD&T of the services contemplated
by, this Agreement.

13. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York applicable to contracts executed in and to be
performed in the state.


    Agreed to as of November 27, 1996 by:

MICRO BIO-MEDICS, INC. and             BANGERT, DAWES, READE,
its Board of Directors                 DAVIS & THOM INCORPORATED

By: /s/ Bruce J. Haber                 By: /s/ K. Deane Reade,Jr.
    -------------------                    ------------------------
Title:  President                      Title:  President