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                                                                   Exhibit 10.56

                                EIGHTH AMENDMENT
                                     TO THE
                      FISHER SCIENTIFIC INTERNATIONAL INC.
                         SAVINGS AND PROFIT SHARING PLAN

      WHEREAS, Fisher Scientific International Inc. (the "Company") has entered
into the Asset Purchase Agreement dated as of October 16, 2003 among Pfizer Inc.
, Pharmacia & Upjohn Company and Fisher Clinical Services, Inc. (the
"Agreement"); and

      WHEREAS, the Fisher Scientific International Inc. Administrative and
Investment Committee (the "Committee") has the authority pursuant to Sections
11.1 and 11.5 of the Fisher Scientific International Inc. Savings and Profit
Sharing Plan (the "Plan") to credit certain employees with eligibility and
vesting service based upon their service with a prior employer; and

      WHEREAS, the Agreement specifies and the Committee desires the grant of
such services to former employees of Pharmacia & Upjohn Company (and its
affiliates) who are engaged in the clinical drug supply packaging and warehouse
business located at Kensington Center in Mount Prospect, Illinois (the "Mount
Prospect Employees") who are employed by Fisher Clinical Services, Inc. as of
November 30, 2003 (the Closing Date - as defined in the Agreement); and

      WHEREAS, the Agreement specifies and the Committee desires the
contribution of an additional 8.5% of pay (as defined herein) to the accounts of
the Mount Prospect Employees for each of the next two plan years (2004 and
2005); and

      WHEREAS, the Agreement specifies and the Committee desires to permit the
merger of a spinoff of the account balances of the Mount Prospect Employees from
the Pharmacia Savings Plan with and into the Plan after the Closing Date and the
preservation of certain protected benefits, rights and features of the Pharmacia
Savings Plan with respect to such account balances as reflected in Schedule L to
the Plan;

      NOW, THEREFORE, be it resolved as follows:

      RESOLVED, Schedule D to the Plan is amended by the addition of a new
section at the end thereof to read as follows:

      "7. Mount Prospect Employees.

            With respect to each employee of the clinical drug supply packaging
and warehouse business located at Kensington Center in Mount Prospect, Illinois
(the "Mount Prospect Employees") who became an Employee of Fisher Clinical
Services, Inc. in connection with the consummation of the transactions
contemplated by the Asset Purchase Agreement dated as of October 16, 2003 among
Pfizer Inc. , Pharmacia & Upjohn Company and Fisher Clinical Services, Inc. (the
"Agreement"), such employee's service for purposes of determining the

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Employee's eligibility to participate in the Plan and vesting service under the
Plan shall be determined under the applicable provisions hereof as if his period
of employment with Pharmacia & Upjohn Company (and its affiliates) was a period
of employment with the Company. The Eligibility Service requirement of Section
2.1 shall not apply to any Mount Prospect Employee who is employed on November
30, 2003.

      In addition, Mount Prospect Employees shall be entitled to an additional
annual contribution of 8.5% of Pay (defined as "base pay plus overtime, shift
differentials, premium pay, commissions, bonuses or incentive pay, and shall
exclude retention and retention/performance allowances") for each of the 2004
and 2005 Plan Years provided such employees are employed on the last day of the
Plan Year. Such contribution shall be in the form of a Discretionary
Contribution allocated to Mount Prospect Employees and based on Pay earned
during the applicable Plan Year."

      RESOLVED, FURTHER, that the Committee desires to amend the Plan to comply
with the requirements of Section 401(a)(9) of the Internal Revenue Code of 1986,
as amended (the "Code") and the final and temporary regulations issued
thereunder and intends the provisions of the new Article 6A (attached hereto) as
good faith compliance with the requirements of the model plan amendment issued
in Rev. Proc. 2002-29 and the guidance issued thereunder.

      RESOLVED, FINALLY, that all other provisions of the Plan shall remain in
full force and effect.

      IN WITNESS WHEREOF, the Fisher Scientific International Inc. Savings and
Profit Sharing Plan is amended this 2nd day of December, 2003.

                                        ADMINISTRATIVE AND INVESTMENT COMMITTEE

                                        /s/ Paul M. Meister
                                        ------------------------------------
                                        Paul M. Meister

                                        /s/ Todd M. DuChene
                                        ------------------------------------
                                        Todd M. DuChene


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                                   ARTICLE 6A.

                     REVISED MINIMUM REQUIRED DISTRIBUTIONS

      6A.1. EFFECTIVE DATES. The provisions of this Article 6A. will apply for
purposes of determining the required minimum distributions for distributions on
or after January 1, 2003.

      6A.2. DEFINITIONS. For purposes of this Article 6A., the following
definitions shall apply:

            (A)   DESIGNATED BENEFICIARY. The individual who is designated as
                  the beneficiary under Plan Section 1.11 and is the Designated
                  Beneficiary under Code Section 401(a)(9) and Section
                  1.401(a)(9)-1, Q&A-4 of the treasury regulations.

            (B)   DISTRIBUTION CALENDAR YEAR. A calendar year for which a
                  minimum distribution is required. For distributions beginning
                  before the Participant's death, the first Distribution
                  Calendar Year is the calendar year immediately preceding the
                  calendar year which contains the participant's Required
                  Beginning Date. For distributions beginning after the
                  Participant's death, the first Distribution Calendar Year is
                  the calendar year in which the distributions are required to
                  begin under Section 6A.3(b). The required minimum distribution
                  for the Participant's first Distribution Calendar Year will be
                  made on or before the Participant's Required Beginning Date.
                  The required minimum distribution for other Distribution
                  Calendar Years, including the required minimum distribution
                  for the Distribution Calendar Year in which the Participant's
                  Required Beginning Date occurs, will be made on or before
                  December 31 of that Distribution Calendar Year.

            (C)   LIFE EXPECTANCY. A beneficiary's life expectancy as computed
                  by use of the Single Life Table in Section 1.401(a)(9)-9 of
                  the treasury regulations.

            (D)   RMD ACCOUNT BALANCE. The account balance as of the last
                  valuation date in the calendar year immediately preceding the
                  Distribution Calendar Year (the "VALUATION CALENDAR YEAR")
                  increased by the amount of any contributions made and
                  allocated or forfeitures allocated to the account balance as
                  of dates in the Valuation Calendar Year after the valuation
                  date and decreased by distributions made in the Valuation
                  Calendar Year after the valuation date. The account balance
                  for the Valuation Calendar


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                  Year includes any amounts rolled over or transferred to the
                  Plan either in the Valuation Calendar Year or in the
                  Distribution Calendar Year if distributed or transferred in
                  the Valuation Calendar Year.

            (E)   SPECIAL ELECTION. A provision of the Plan included in this
                  Article which supersedes the general presumptions set forth in
                  Code Section 401(a)(9) and the treasury regulations
                  thereunder. To the extent that this Article does not include
                  any provisions for Special Elections, the default provisions
                  of Code Section 401(a)(9), as set forth below shall apply.

      6A.3. TIME AND MANNER OF DISTRIBUTION. Subject to any Special Election set
forth in this Article, the following rules shall apply:

            (A)   REQUIRED BEGINNING DATE. The Participant's entire interest
                  will be distributed, or begin to be distributed, to the
                  Participant no later than the April 1 of the calendar year
                  following the later the calendar year in which such
                  Participant attains age 70 1/2 or the calendar year in which
                  the Employee retires, in accordance with Code Section
                  401(a)(9).

            (B)   DEATH OF PARTICIPANT BEFORE DISTRIBUTIONS BEGIN. If the
                  Participant dies before distributions begin, the Participant's
                  entire interest will be distributed, or begin to be
                  distributed, no later than as follows:

                  (I)   If the Participant's surviving spouse is the
                        Participant's sole Designated Beneficiary, then, except
                        as provided herein, distributions to the surviving
                        spouse will begin by December 31 of the calendar year
                        immediately following the calendar year in which the
                        Participant died, or by December 31 of the calendar year
                        in which the Participant would have attained age 70 1/2,
                        if later.

                  (II)  If the Participant's surviving spouse is not the
                        Participant's sole Designated Beneficiary, then, except
                        as provided herein, distributions to the Designated
                        Beneficiary will begin by December 31 of the calendar
                        year immediately following the calendar year in which
                        the Participant died.

                  (iii) If there is no Designated Beneficiary as of September 30
                        of the year following the year of the Participant's
                        death, the Participant's entire interest will be
                        distributed by December 31 of the calendar year
                        containing the fifth anniversary of the Participant's
                        death.

                  (IV)  If the Participant's surviving spouse is the
                        Participant's sole

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                        Designated Beneficiary and the surviving spouse dies
                        after the Participant but before distributions to the
                        surviving spouse begin, this Section 6A.3(b), other than
                        Section 6A.3(b)(i), will apply as if the surviving
                        spouse were the Participant.

      For purposes of this Section 6A.3(b) and Section 6A.5., unless Section
6A.3(b)(iv) applies, distributions are considered to begin on the Participant's
Required Beginning Date. If Section 6A.3(b)(iv) applies, distributions are
considered to begin on the date distributions are required to begin to the
surviving spouse under Section 6A.3(b)(i). If distributions under an annuity
purchased from an insurance company irrevocably commence to the Participant
before the Participant's Required Beginning Date (or to the Participant's
surviving spouse before the date distributions are required to begin to the
surviving spouse under Section 6A.3(b)(i)), the date distributions are
considered to begin is the date distributions actually commence.

            (C)   FORMS OF DISTRIBUTION. Unless the Participant's interest is
                  distributed in the form of an annuity purchased from an
                  insurance company or in a single sum on or before the Required
                  Beginning Date, as of the first Distribution Calendar Year
                  distributions will be made in accordance with Sections 6A.04.
                  and 6A.05. of this Article 6A. If the Participant's interest
                  is distributed in the form of an annuity purchased from an
                  insurance company, distributions thereunder will be made in
                  accordance with Code Section 401(a)(9) and the treasury
                  regulations.

      6A.4. REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME.
Subject to any Special Election set forth in this Article, the following rules
shall apply:

            (A)   AMOUNT OF REQUIRED MINIMUM DISTRIBUTIONS FOR EACH DISTRIBUTION
                  CALENDAR YEAR. During the Participant's lifetime, the minimum
                  amount that will be distributed for each Distribution Calendar
                  Year is the lesser of:

                  (I)   the quotient obtained by dividing the RMD Account
                        Balance by the distribution period in the Uniform
                        Lifetime Table set forth in treasury regulations Section
                        1.401(a)(9)-9, using the Participant's age as of the
                        Participant's birthday in the Distribution Calendar
                        Year; or

                  (II)  if the Participant's sole Designated Beneficiary for the
                        Distribution Calendar Year is the Participant's spouse,
                        the quotient obtained by dividing the RMD Account
                        Balance by the number in the Joint and Last Survivor
                        Table set forth in treasury regulations Section
                        1.401(a)(9)-9, using the Participant's and the spouse's
                        attained ages as of the Participant's and spouse's
                        birthdays in the Distribution Calendar Year.

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            (B)   LIFETIME REQUIRED MINIMUM DISTRIBUTIONS CONTINUE THROUGH YEAR
                  OF PARTICIPANT'S DEATH. Required minimum distributions will be
                  determined under this Section 6A.4 beginning with the first
                  Distribution Calendar Year and up to and including the
                  Distribution Calendar Year that includes the Participant's
                  date of death.

      6A.5. REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH. Subject to
any Special Election set forth in this Article, the following rules shall apply:

            (A)   DEATH ON OR AFTER DATE DISTRIBUTIONS BEGIN.

                  (I)   PARTICIPANT SURVIVED BY DESIGNATED BENEFICIARY. If the
                        Participant dies on or after the date distributions
                        begin and there is a Designated Beneficiary, the minimum
                        amount that will be distributed for each Distribution
                        Calendar Year after the year of the Participant's death
                        is the quotient obtained by dividing the RMD Account
                        Balance by the longer of the remaining Life Expectancy
                        of the Participant or the remaining Life Expectancy of
                        the Participant's Designated Beneficiary, determined as
                        follows:

                        (1)   The Participant's remaining Life Expectancy is
                              calculated using the age of the Participant in the
                              year of death, reduced by one for each subsequent
                              year.

                        (2)   If the Participant's surviving spouse is the
                              Participant's sole Designated Beneficiary, the
                              remaining Life Expectancy of the surviving spouse
                              is calculated for each Distribution Calendar Year
                              after the year of the Participant's death using
                              the surviving spouse's age as of the spouse's
                              birthday in that year. For Distribution Calendar
                              Years after the year of the surviving spouse's
                              death, the remaining Life Expectancy of the
                              surviving spouse is calculated using the age of
                              the surviving spouse as of the spouse's birthday
                              in the calendar year of the spouse's death,
                              reduced by one for each subsequent calendar year.

                        (3)   If the Participant's surviving spouse is not the
                              Participant's sole Designated Beneficiary, the
                              Designated Beneficiary's remaining Life Expectancy
                              is calculated using the age of the

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                              Beneficiary (DEFINED TERM) in the year following
                              the year of the Participant's death, reduced by
                              one for each subsequent year.

                  (II)  NO DESIGNATED BENEFICIARY. If the Participant dies on or
                        after the date distributions begin and there is no
                        Designated Beneficiary as of September 30 of the year
                        after the year of the Participant's death, the minimum
                        amount that will be distributed for each Distribution
                        Calendar Year after the year of the Participant's death
                        is the quotient obtained by dividing the RMD Account
                        Balance by the Participant's remaining Life Expectancy
                        calculated using the age of the Participant in the year
                        of death, reduced by one for each subsequent year.

            (B)   DEATH BEFORE DATE DISTRIBUTIONS BEGIN.

                  (I)   PARTICIPANT SURVIVED BY DESIGNATED BENEFICIARY. Except
                        as provided herein, if the Participant dies before the
                        date distributions begin and there is a Designated
                        Beneficiary, the minimum amount that will be distributed
                        for each Distribution Calendar Year after the year of
                        the Participant's death is the quotient obtained by
                        dividing the Participant's Account Balance by the
                        remaining Life Expectancy of the Participant's
                        Designated Beneficiary, determined as provided in
                        Section 6A.5(a).

                  (II)  NO DESIGNATED BENEFICIARY. If the Participant dies
                        before the date distributions begin and there is no
                        Designated Beneficiary as of September 30 of the year
                        following the year of the Participant's death,
                        distribution of the Participant's entire interest will
                        be completed by December 31 of the calendar year
                        containing the fifth anniversary of the Participant's
                        death.

                  (III) DEATH OF SURVIVING SPOUSE BEFORE DISTRIBUTIONS TO
                        SURVIVING SPOUSE ARE REQUIRED TO BEGIN. If the
                        Participant dies before the date distributions begin,
                        the Participant's surviving spouse is the Participant's
                        sole Designated Beneficiary, and the surviving spouse
                        dies before distributions are required to being to the
                        surviving spouse under Section 6A.3(b)(i), this Section
                        6A.5(b) will apply as if the surviving spouse were the
                        Participant.

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      6A.6 EARLY EFFECTIVE DATE AND GENERAL RULES.

            (A)   COORDINATION WITH MINIMUM DISTRIBUTION REQUIREMENTS PREVIOUSLY
                  IN EFFECT. If Plan Section 6A.1 above specifies an effective
                  date of this Article 6A that is earlier than January 1, 2003,
                  required minimum distributions for 2002 under this Article 6A.
                  will be determined as follows:

                  (I)   If the total amount of 2002 required minimum
                        distributions under the Plan made to the Distributee
                        prior to the effective date of this Article 6A. equals
                        or exceeds the required minimum distributions determined
                        under this Article 6A., then no additional distributions
                        will be required to be made for 2002 on or after such
                        date to the Distributee.

                  (II)  If the total amount of 2002 required minimum
                        distributions under the Plan made to the Distributee
                        prior to the effective date of this Article 6A. is less
                        than the amount determined under this Article 6A., then
                        required minimum distributions for 2002 on and after
                        such date will be determined so that the total amount of
                        required minimum distributions for 2002 made to the
                        Distributee will be the amount determined under this
                        Article 6A.

            (B)   PRECEDENCE. The requirements of this Article 6A. will
                  supersede any contrary provisions of the Plan.

            (C)   REQUIREMENTS OF TREASURY REGULATIONS INCORPORATED. All
                  distributions required under this Article 6A. will be
                  determined and made in accordance with the treasury
                  regulations under Code Section 401(a)(9).

            (D)   TEFRA SECTION 242(B)(2) ELECTIONS. Notwithstanding the other
                  provisions of this Article 6A., distributions may be made
                  under a designation made before January 1, 1984, in accordance
                  with section 242(b)(2) of the Tax Equity and Fiscal
                  Responsibility Act ("TEFRA") and the provisions of the Plan
                  that relate to TEFRA Section 242(b)(2).