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                                                                   EXHIBIT 10.03

                        AMENDMENT TO EMPLOYMENT AGREEMENT

      This AMENDMENT (this "Amendment" or "Agreement") is made as of the 2nd day
of August 2005 between Fisher Scientific International Inc., a Delaware
corporation having its primary place of business at Liberty Lane, Hampton, New
Hampshire 03842 (the "Company") and Paul M. Meister (the "Executive").

      The Company and the Executive desire to and hereby amend the Amended and
Restated Employment Agreement ("Employment Agreement") entered into between the
Company and the Executive on December 31, 2003, as follows:

1. The first sentence of Section 3(a) of the Employment Agreement is hereby
   amended and restated to read as follows:

      (a) Base Salary. The Executive shall be entitled to receive the annual
      base salary in effect as of the date of this Amendment ("Annual Base
      Salary"), which shall be paid in accordance with the Company's generally
      applicable payroll practices and policies, provided that, if any amount is
      not deductible under Section 162(m) that any portion of such base salary
      (taking into account any increase therein after the date hereof) that, if
      paid currently to the Executive, would not be deductible by the Company
      due to the provisions of Section 162(m) of the Internal Revenue Code,
      shall be mandatorily deferred and paid to the Executive within thirty (30)
      days after Executive's Date of Termination.

2. Section 5(a)(ii) of the Employment Agreement shall be amended and restated to
   read as follows:

      (ii) subject to the Executive remaining reasonably available to assist the
      Company, in such manner and at such time as shall be mutually agreed in
      good faith upon the Company's request through appropriate notice to the
      Executive, in the transition of his duties and responsibilities hereunder,
      the Company shall pay to the Executive within thirty (30) days following
      his Date of Termination an amount equal to the product of three (3) times
      the sum of: (x) the Executive's Annual Base Salary plus (y) the
      Executive's target annual bonus as determined under the Company's
      applicable compensation and incentive plan(s). It is expressly understood
      that the assistance to be provided to the Company under this clause (ii)
      shall not involve any fixed time commitment on the part of the Executive.
      For purposes of this Amendment, "Severance Period" shall mean the
      three-year period commencing on the Date of Termination.
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3. A new Section 9 shall be added to the Employment Agreement, stating:

      9.    Certain Additional Benefits.

            (a) In the event that any payment(s), benefit(s) or other
      entitlement(s) received or to be received by the Executive in connection
      with a Change in Control of the Company, as defined in the Company's 2005
      Equity and Incentive Plan, as that plan may be amended from time to time
      prior to any Change in Control, or it is determined that any payment or
      distribution by the Company to or for the benefit of the Executive
      (whether paid or payable or distributed or distributable pursuant to the
      terms of this Amendment but determined without regard to any additional
      payments required under this Section 9 (a "Payment")), would be subject to
      the excise tax imposed by Section 4999 of the Internal Revenue Code of
      1986, as amended (the "Code") or any comparable federal, state or local
      excise tax (such excise tax, together with any interest and penalties, are
      hereinafter collectively referred to as the "Excise Tax"), the Executive
      shall be entitled to receive an additional payment (a "Gross-Up Payment")
      in such an amount that after the payment of all taxes (including, without
      limitation, any interest and penalties on such taxes and the Excise Tax)
      on the Payment and on the Gross-Up Payment, the Executive shall retain an
      amount equal to the Payment minus all applicable taxes other than the
      Excise Tax on the Payment; provided, however, that the Executive will be
      entitled to receive a Gross-Up Payment only if the amount of a parachute
      payment as defined in Section 280G(b)(2) of the Code exceeds the sum of
      (A) $50,000, plus (B) 2.99 times the Executive's base amount as defined in
      Section 280G(b)(3) of the Code, and provided further, that if the
      Executive is not entitled to receive a Gross-Up Payment, the Executive
      will receive the greatest amount of Total Payments that would not include
      any excess parachute payments as defined in Section 280G(b)(1) of the
      Code. The intent of the parties is that the Company shall be solely
      responsible for, and shall pay, any Excise Tax on any Payment and Gross-Up
      Payment and any income and employment taxes (including, without
      limitation, penalties and interest) imposed on any Gross-Up Payment, and
      shall be liable for any loss of tax deduction caused by the Gross-Up
      Payment.

            (b) All determinations required to be made under this Section 9,
      including, without limitation, whether and when a Gross-Up Payment is
      required and the amount of such Gross-Up Payment and the assumptions to be
      utilized in arriving at such determinations, shall be made by any
      nationally recognized accounting firm, which firm must be acceptable to
      the Executive (the "Accounting Firm"). The Company shall cause the
      Accounting Firm to provide detailed supporting calculations to the Company
      and the Executive within fifteen (15) business days after notice is given
      by the Executive to the Company that there has been a Payment, or such
      earlier time as is requested by the Company. Within five (5) business days
      after said notice is given to the Company, the Company shall instruct the
      Accounting Firm to timely provide the data required by this Section 9 to
      the Executive. All fees and expenses of the Accounting Firm


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      shall be borne solely by the Company. Any Gross-Up Payment as determined
      pursuant to this Section 9, shall be paid by the Company to the Internal
      Revenue Service and/or other appropriate taxing authority on the
      Executive's behalf within five (5) days after receipt of the Accounting
      Firm's determination. The Accounting Firm shall make all determinations
      under the tax standard of "more likely than not." The Accounting Firm
      shall furnish the Executive with a written opinion that failure to
      disclose or report the Excise Tax on the Executive's federal income tax
      return will not constitute a substantial understatement of tax or be
      reasonably likely to result in the imposition of a negligence or similar
      penalty. Any determination by the Accounting Firm shall be binding upon
      the Company and the Executive in the absence of material mathematical or
      legal error. As a result of the uncertainty in the application of Section
      4999 of the Code at the time of the initial determination by the
      Accounting Firm hereunder, it is possible that Gross-Up Payment will not
      have been made by the Company that should have been made ("Underpayment")
      or that the Gross-Up Payment was made that should not have been made
      ("Overpayment"), in each case, consistent with the calculations required
      to be made hereunder. In the event that the Company exhausts its remedies
      and the Executive hereafter is required to make a payment of any Excise
      Tax, the Accounting Firm shall determine the amount of Underpayment that
      has occurred and any such Underpayment shall be promptly paid by the
      Company to the Internal Revenue Service or other appropriate taxing
      authority on the Executive's behalf or, if such Underpayment has been
      previously paid by the Executive, to the Executive. In the event that the
      Accounting Firm determines that an Overpayment has been made, any such
      Overpayment shall be due and payable within ninety (90) days after written
      demand to the Executive by the Company; provided, however that the
      Executive shall have no duty or obligation whatsoever to repay said amount
      unless the Executive's receipt of the Overpayment, or any portion thereof,
      is includible in the Executive's income and the Executive's repayment of
      same is not deductible by the Executive for federal and state income tax
      purposes.

            (c) The Executive shall notify the Company in writing of any claim
      by the Internal Revenue Service or state or local taxing authority, that,
      if successful, would result in any Excise Tax or an Underpayment
      ("Claim"). Such notice shall be given as soon as practicable but no later
      than fifteen (15) business days after the Executive is informed in writing
      of the Claim and shall apprise the Company of the nature of the Claim, the
      administrative or judicial appeal period, and the date on which any
      payment of the Claim must be paid. The Executive shall not pay any portion
      of the Claim prior to the expiration of the thirty (30) day period
      following the date on which he gives such notice to the Company (or such
      shorter period ending on the date that any amount under the Claim is due).
      If the Company notifies the Executive in writing prior to the expiration
      of such thirty (30) day period that it desires to contest the Claim, the
      Executive shall:


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                  (A) give the Company any information reasonably requested by
            the Company relating to the Claim;

                  (B) take such action in connection with contesting the Claim
            as the Company shall reasonably request in writing from time to
            time, including, without limitation, accepting legal representation
            concerning the Claim by an attorney selected by the Company who is
            reasonably acceptable to the Executive; and

                  (C) cooperate with the Company in good faith in order to
            effectively contest the Claim;

      provided, however, that the Company shall bear and pay directly all costs
      and expenses (including, without limitation, additional interest and
      penalties, attorneys' fees and costs) incurred in such contests and shall
      indemnify and hold the Executive harmless, on an after-tax basis, for any
      Excise Tax or income tax (including, without limitation, interest and
      penalties thereon) imposed as a result of such representation. Without
      limitation upon the foregoing provisions of this Paragraph 9, except as
      provided below, the Company shall control all proceedings concerning such
      contest and, at its sole option, may pursue or forego any and all
      administrative appeal, proceedings, hearings and conferences with the
      taxing authority pertaining to the Claim. At the written request of the
      Company and upon payment to the Executive of an amount at least equal to
      the Claim plus any additional amount necessary to obtain the jurisdiction
      of the appropriate tribunal and/or court ("Additional Sum"), the Executive
      shall pay same and sue for a refund. The Executive agrees to prosecute any
      contest of a Claim to a determination before any administrative tribunal,
      in a court of initial jurisdiction and in one or more appellate courts, as
      the Company shall determine; provided, however, that if the Company
      requests the Executive to pay the Claim and sue for interest-free basis,
      the Company shall indemnify and hold the Executive harmless on an
      after-tax basis, from any Excise Tax or income tax (including, without
      limitation, interest and penalties thereon) imposed on such advance or for
      any imputed income on such advance. Any extension of the statute of
      limitations relating to assessment of any Excise Tax for the taxable year
      of the Executive which is the subject of the Claim shall be limited solely
      to the Claim. Furthermore, the Company's control of the contest shall be
      limited to issues for which a Gross-Up Payment would be payable hereunder.
      The Executive shall be entitled to settle or contest, as the case may be,
      any other issue raised by the Internal Revenue Service or any other taxing
      authority.

            (d) If, after the receipt by the Executive of an amount advanced by
      the Company pursuant to Section 9, the Executive receives any refund of a
      Claim and/or any Additional Sum, the Executive shall promptly pay to the
      Company the amount of such refund (together with any interest paid or
      credited thereon after


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      taxes applicable thereto). If, after the receipt by the Executive of an
      amount advanced by the Company pursuant to Section 9, a determination is
      made that the Executive shall not be entitled to any refund of the Claim
      and the Company does not notify the Executive in writing of its intent to
      contest such denial of refund of a Claim prior to the expiration of thirty
      (30) days after such determination, then the portion of such advance
      attributable to a Claim shall be forgiven and shall not be required to be
      repaid. The amount of such advance attributable to a Claim shall offset,
      to the extent thereof, the amount of the Underpayment required to be paid
      by the Company to the Executive.

            (e) If, after the advance of an Additional Sum by the Company, there
      is a "Final Determination" (as defined below) made by the taxing authority
      that the Executive is not entitled to any refund of such Additional Sum,
      or any portion thereof, then such nonrefundable amount shall be repaid to
      the Company by the Executive within thirty (30) days after the Executive
      receives notice of such Final Determination. A "Final Determination" shall
      occur when the period to contest or otherwise appeal any decision by an
      administrative tribunal or court of initial jurisdiction has been waived
      or the time for contesting or appealing same has expired.

4. A new Section 10 shall be added to the Employment Agreement, stating:

            10. Code Section 409A. This Amendment is intended to comply with the
      provisions of Section 409A of the Code in such a way that the Executive
      will not be subject to taxation in advance of the related distribution,
      excise taxes or underpayments, penalties as a result of the timing or form
      of the payments to the Executive. Notwithstanding anything to the contrary
      contained herein, if the Executive is a Specified Employee (as defined in
      Section 409A of the Code) at the time he would otherwise be entitled to
      receive any specific payment hereunder, no distributions shall be made
      with respect to that specific payment until the earliest date permitted by
      Section 409A(a)(2) of the Code. All other payments which do not result in
      any additional payments, liability or penalties shall be made as
      specified. To the extent any payment is delayed, interest will accrue at
      the rate of the United States five-year Treasury rate plus 2 percent on
      such delayed payment and be paid to the Executive at the same time as the
      delayed payment is made.

5. Section 11 in the Employment Agreement shall be deleted in its entirety.

6. Sections 9 and 10 in the Employment Agreement shall be renumbered Sections 11
   and 12, respectively and any and all references to the Sections 9 and 10 in
   the Employment Agreement shall be revised and renumbered consistent with this
   change.

7. Except as expressly provided in this Amendment, the terms and provisions of
   the Amended and Restated Employment Agreement shall remain in full force and
   effect.


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      The Executive has hereunto set the Executive's hand and, pursuant to the
authorization from the Compensation Committee of the Board of Directors, the
Company has caused this Amendment to be executed in its name on its behalf, all
as of the day and year first above written.


                              /s/ Paul M. Meister
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                              PAUL M. MEISTER


                              FISHER SCIENTIFIC INTERNATIONAL INC.

                              /s/ Mark D. Roellig
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                              By:  MARK D. ROELLIG

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