**Exhibit10.7**

**EXECUTIONVERSION**

**TRANSACTION SERVICES AGREEMENT**

This Agreement (this “Agreement”)is made and entered into as of****6****July 2005 by and between Blitz F04-506GmbH, a limited company organized under the laws of Germany, (the “Company”),Sirona Dental Services  GmbH & Co KG(“Sirona KG”), Sirona Dental Systems GmbH (“Sirona”) (Sirona BVand Sirona are together the “Borrowers”), MDP IV Offshore GP, LP, aCayman Islands exempted limited partnership and Harry M. Jansen Kraemer, Jr.(each, an “Advisor” and together, the “Advisors”).

This Agreement recordsprior verbal agreements made (i) between the Company and the Advisors on 29April 2005 and (ii) between each of the Borrowers and the Advisors on 30 April2005, subject to the acquisition of a controlling interest in their sharesdirectly or indirectly by the Company.

WHEREAS, the Advisorshave rendered certain services (the “Financial Services”) to the Companyand the Borrowers in connection with the negotiation of the loans contemplatedby the Amended and Restated Senior Facilities Agreement and the Amended andRestated Mezzanine Facilities Agreement (collectively the “FinanceAgreements”) in respect of which the Borrowers have agreed to pay a fee;

WHEREAS each of theBorrowers acceded to the Finance Agreements at or around the time that theCompany completed the acquisition of Sirona Dental Systems Beteiligungs undVerwaltungs GmbH (“Sirona BV”), and indirectly acquired Sirona KG andSirona (the “Acquisition”);

WHEREAS the Advisors havein addition provided certain other services (the “Transaction AdvisoryServices”) to the Company in connection with the Acquisition; and

WHEREAS the FinancialServices and the Transaction Advisory Services were rendered through and untilthe completion of the Acquisition, and thereupon ceased.

WHEREAS it is anticipatedthat Sirona KG will as a result of certain transactions taking place before thedate hereof merge with Sirona BV.

NOW, THEREFORE, inconsideration of the premises and mutual covenants contained herein and othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties to this Agreement have agreed as follows:

1.             Services.  The Advisors have performed FinancialServices for the benefit of the Company and the Borrowers and the TransactionAdvisory Services for the benefit of the Company, each as further described in Section2 below.

2.             Feesand Expenses.

(a)           The Company and theBorrowers hereby agree to pay, in connection with the drawdown of theborrowings under the Finance Agreements, to the Advisors (or, at the request ofan Advisor, to its designee(s)), (i) a fee for the Financial Services provided(“Finance Fee”), such fee to be allocated amongst them in proportion astheir respective borrowings 

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pursuant to theFinance Agreements, in aggregate equal to****fivemillion, five hundred thousand euro****(€5,500,000),plus irrecoverable VAT in each case where it is applicable, and (ii) allreasonable out-of-pocket expenses and VAT on those expenses (collectively, the “FinanceExpenses”) incurred by the Advisors and their Affiliates in rendering theFinancial Services.

(b)           The Company herebyagrees to pay, in connection with the consummation of the Acquisition, to theAdvisors (or, at the request of an Advisor, to its designee(s)), (i) a fee forTransaction Advisory Services provided in relation to the Acquisition (“AdvisoryFee”) of an amount equal to****fourmillion, five hundred thousand euro****(€4,500,000),plus VAT in each case where it is applicable, and (ii) all reasonableout-of-pocket expenses****(includingfees of certain consultants) and irrecoverable VAT on those expenses(collectively, the “Transaction Advisory Expenses”) incurred by the Advisorsand their  Affiliates in rendering theTransaction Advisory Services.

(c)           The Financial Servicesand the Transaction Advisory Services are collectively referred to as the “TransactionServices”, The Finance Fee and the Transaction Advisory Fee are togetherthe “Transaction Services Fees”. The Finance Expenses and the Transaction Advisory Expenses are togetherthe “Transaction Expenses”.

(d)           The TransactionServices Fees shall be paid by wire transfer in cash or other immediatelyavailable funds to the account(s) designated by the Advisors in the amountsshown next to each Advisor’s name on Annex I, together with theTransaction Expenses.

(e)           The Financial Servicesand the Transaction Advisory Services provided shall be evidenced bydocumentation recording details of their performance to be agreed upon betweenthe Company, the Borrowers and the Advisors, such documentation to include byway of example: details of the date, time, location, type of service andofficer of the Advisors performing the services.

(f)            The Financial Servicesinclude, without limitation, the following:

(i) advice inrelation to financing alternatives for the Acquisition, including discussionsand preliminary negotiations with various potential providers of senior andmezzanine debt; (ii) assistance in negotiating heads of terms with JPMorgan PLC and others as lead arrangers of senior and mezzanine debt; and(iii) assistance in negotiation of the Finance Agreements.

(g)           The TransactionAdvisory Services include, without limitation, the following:

### (i)                                     advice andassistance to the Company in identifying the Acquisition;

### (ii)                                  support to theCompany in negotiation of the purchase agreement and structuring and executingthe Acquisition;

### (iii)                               preparation of financialprojections, models, and valuations;

### (iv)                              due diligence with regardto the operations and strategy of Sirona BV and its subsidiaries;

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### (v)                                 assessment of theprospects for the business of Sirona BV and its subsidiaries and itsdevelopment;

### (vi)                              review of marketing plansand strategies for the business of Sirona BV and its subsidiaries and itsdevelopment; and

### (vii)                           assessment of the quality ofthe key executives in the Sirona BV group.

### Legal andaccounting services have not been provided by the Advisors.  The Transaction Services have been conductedin support of the members of management and boards of directors of the Companyand the Borrowers and, for the avoidance of doubt, such services shall beconsidered provided by outside consultants, not managers, of the Company or theBorrowers.  Pursuant to this Agreement,the Advisors have not had any authority or power to commit the Company or theBorrowers to any contracts with third parties.

3.             Recharge of Fees.  The Advisors acknowledge that the Company andthe Borrowers may recharge to their Affiliates such proportion of theTransaction Services Fees and Transaction Expenses as relates to the benefit(if any) received by such Affiliates from the relevant Transaction Services andthe Advisors shall, if requested, provide the Company or the Borrowers withsuch evidence as they may reasonably request of the services provided for theirAffiliates’ benefit.

4.             Liability.  Neither the Advisors nor any of theirAffiliates, partners, members, employees or agents (collectively, the “AdvisorGroup”) shall be liable to any of the Company or the Borrowers or theirAffiliates for any loss, liability, damage or expense (collectively, “Loss”)arising out of or in connection with the performance of services contemplatedby this Agreement, except to the extent that such Losses arise out of, relateto, or result directly or indirectly from the gross negligence or willfulmisconduct of one or more members of the Advisor Group.  The Advisors make no representations orwarranties, express or implied, in respect of the services provided by theAdvisor Group.  Except as the Advisorsmay otherwise agree in writing after the date hereof: (a) each member of theAdvisor Group shall have the right to, and shall have no duty (contractual orotherwise) not to, directly or indirectly (i) engage in the same or similarbusiness activities or lines of business as the Company or the Borrowers or(ii) do business with any client or customer of the Company or the Borrowers;(b) no member of the Advisor Group shall be liable to the Company or theBorrowers for breach of any duty (contractual or otherwise) by reason of anysuch activities or of such member’s participation therein; and (c) in the eventthat any member of the Advisor Group acquires knowledge of a potential transactionor matter that may be a corporate opportunity for any of the Company or theBorrowers, on the one hand, and an Advisor, on the other hand, or any otherPerson, no member of the Advisor Group shall have any duty (contractual orotherwise) to communicate or present such corporate opportunity to the Companyor the Borrowers, and, notwithstanding any provision of this Agreement to thecontrary, no member of the Advisor Group shall be liable to the Company or theBorrowers for breach of any duty (contractual or otherwise) by reason of thefact that any member of the Advisor Group directly or indirectly pursues oracquires such opportunity for itself, directs such opportunity to anotherPerson, or does not present such opportunity to the Company or the Borrowers.Subject to the above, no member of the Advisor Group shall be liable to any ofthe Company or the Borrowers for any indirect, special, incidental orconsequential damages, including lost profits or savings, whether 

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ornot such damages are foreseeable, or in respect of any liabilities relating toany third party claims (whether based in contract, tort or otherwise) otherthan for the Claims (as defined in Section 5 below) relating to theservices which may be provided by the Advisors hereunder.

5.             Indemnity.  The Company and the Borrowers shall jointlyand severally defend, indemnify and hold harmless each member of the AdvisorGroup from and against any and all Losses arising from any claim by any Personwith respect, or in any way related, to this Agreement (including attorneys’fees) (collectively, “Claims”) resulting from any act or omission of anymember of the Advisor Group, except to the extent that such Losses are finallyadjudicated to arise out of, relate to, or result directly or indirectly fromthe gross negligence or willful misconduct of one or more members of theAdvisor Group.  Subject to the above, theCompany and the Borrowers shall jointly and severally defend at their own costand expense any and all suits or actions (just or unjust) which may be broughtagainst any of the Company and the Borrowers and any member of the AdvisorGroup or in which any member of the Advisor Group may be impleaded with othersupon any Claims, or upon any matter, directly or indirectly, related to or arisingout of this Agreement or the performance hereof by the Advisor Group.

6.             Severability.  Whenever possible, each provision of thisAgreement shall be interpreted in such manner as to be effective and validunder applicable law, but if any provision of this Agreement is held to beinvalid, illegal, or unenforceable in any respect under applicable law or rulein any jurisdiction, such invalidity, illegality, or unenforceability shall noteffect the validity, legality, or enforceability of any other provision of thisAgreement in such jurisdiction or affect the validity, legality, orenforceability of any provision in any other jurisdiction.  Instead, this Agreement shall be reformed,construed and enforced in such jurisdiction as if such invalid, illegal, orunenforceable provision had never been contained herein.

7.             Notices.  All notices, demands or other communicationsto be given or delivered under or by reason of the provisions of this Agreementshall be in writing and shall be deemed to have been given (a) when deliveredpersonally to the recipient, (b) when telecopied to the recipient (with hardcopy sent to the recipient by internationally reputable overnight courierservice (charges prepaid) that same day) if telecopied before 5:00 p.m., localtime in the jurisdiction of recipient on a Business Day, and otherwise on thenext Business Day, or (c) two (2) Business Days after being sent to therecipient by internationally reputable overnight courier service (chargesprepaid).  Such notices, demands andother communications shall be sent to the parties hereto at the addresses setforth below.

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To the Company:Blitz F04-506 GmbHc/o Baker & McKenzie LLPBethmanstraße 50-5460311 Frankfurt am MainGermanyAttention:   Simone Blank

To Sirona BV and Sirona KG:Sirona Dental Systems Beteiligungs und Verwaltungs GmbHFabrikstraße 3164625 BensheimGermany****Attention:   Simone Blank

To Sirona:Sirona Dental Systems GmbHFabrikstraße 3164625 BensheimGermanyAttention:   Simone Blank

To MDP:MDP IV OFFSHORE GP, L.P.Walkers SPV LimitedP.O. Box 908GTWalker House, Mary StreetGeorge Town, Grand CaymanCayman Islands****Attention:   Nicholas W.Alexos

To Harry M. Jansen Kraemer, Jr.:936 Seneca RoadWilmette, IL 60015USA

Notices to MDP or Harry M. Jansen Kraemer, Jr. with acopy (which shall not constitute notice hereunder) to:Kirkland & Ellis LLP200 East Randolph DriveChicagoIllinois 60601-6636United States of AmericaTelephone:     +1 312 861 2000Facsimile:      +1 312 861 2200Attention:       Sanford E. Perl

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8.             CertainDefinitions.  For purposes of thisAgreement:

(a)           “Acquisition”has the meaning set forth in the preamble;

(b)           “Advisory Fee”means has the meaning set forth in Section 2(b);

(c)           “Advisor” and “Advisors”have the meanings set forth in the preamble;

(d)           “Advisor Group”has the meaning set forth in Section 4;

(e)           “Affiliate” ofany particular Person means any other Person controlling, controlled by orunder common control with such particular Person, where “control” means thepossession, directly or indirectly, of the power to direct the management andpolicies of a Person whether through the ownership of voting securities,contract, or otherwise;

(f)            “Agreement” hasthe meaning set forth in the preamble;

(g)           “Acquisition”has the meaning set forth in the preamble;

(h)           “Borrower” hasthe meaning set forth in the preamble;

(i)            “Business Day”means any day from Monday to Friday (inclusive) other than public bank holidaysduring normal working hours in New York, New York, United States of America,London, England and Frankfurt, Germany;

(j)            “Claims” hasthe meaning set forth in Section 5;

(k)           “Company” hasthe meaning set forth in the preamble;

(l)            “Finance Agreements”has the meaning set forth in the preamble;

(m)          “Finance Expenses”has the meaning set forth in Section 2(a);

(n)           “Finance Fee”has the meaning set out in Section 2(a);

(o)           “Financial Services”has the meaning set forth in the preamble;

(p)           “LCIA” has themeaning set forth in Section 16;

(q)           “Loss” has themeaning set forth in Section 4;

(r)            “Person” meansan individual, a partnership, a corporation, a limited liability company, anassociation, a joint stock company, a trust, a joint venture, an unincorporatedorganization and a governmental entity or any department, agency or politicalsubdivision thereof.

(s)           “Rules” has themeaning set forth in Section 16;

(t)            “Sirona” hasthe meaning set forth in the preamble;

(u)           “Sirona BV” hasthe meaning set forth in the preamble;

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(v)           “Sirona KG” hasthe meaning set forth in the preamble;

(w)          “Transaction AdvisoryExpenses” has the meaning set forth in Section 2(b);

(x)            “TransactionAdvisory Services” has the meaning set forth in the preamble;

(y)           “TransactionExpenses” has the meaning set forth in Section 2(c);

(z)            “TransactionServices Fees” has the meaning set forth in Section 2(c);

(aa)         “Transaction Services”has the meaning set forth in Section 2(c); and

(bb)         “VAT” means anyvalue added, sales, turnover, consumption or similar tax of any jurisdiction.

9.             Assignment.  No party may assign any obligations hereunderto any other entity without the prior written consent of the other parties(which consent shall not be unreasonably withheld); provided that anyAdvisor may, without the consent of the Company or the Borrowers, assign any ofits rights and obligations under this Agreement to any of its Affiliates or toany of its affiliated investment funds, whereupon, in each case, the assignornevertheless shall remain liable for the performance of its obligationshereunder.

10.           Amendment and Waiver.  Except as otherwise provided herein, nomodification, amendment, or waiver of any provision of this Agreement shall beeffective against any party hereto unless such modification, amendment, orwaiver has been approved in writing by such party.  No course of dealing or the failure of anyparty to enforce any of the provisions of this Agreement shall in any wayoperate as a waiver of such provisions and shall not affect the right of suchparty thereafter to enforce each and every provision of this Agreement in accordancewith its terms.

11.           Successors.  This Agreement and all the obligations andbenefits hereunder shall bind and inure to the benefit of and be enforceable bythe parties hereto and the respective successors and assigns of each of them.

12.           Counterparts.  This Agreement may be executed in multiplecounterparts, each of which shall be an original and all of which takentogether shall constitute one and the same agreement.

13.           Remedies.  Any person having rights under any provisionof this Agreement shall be entitled to enforce their rights under thisAgreement specifically, to recover damages by reason of any breach of anyprovision of this Agreement and to exercise all other rights existing in theirfavor.

14.           Entire Agreement.  Except as otherwise expressly set forthherein, this Agreement embodies the complete agreement and understanding amongthe parties hereto (which had previously been the subject of an oral agreement)with respect to the subject 

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matterhereof and therefore supersedes and preempts any prior understandings,agreements or representations by or among the parties, written or oral, whichmay have related to the subject matter hereof in any way.

15.           Governing Law.  All issues concerning this Agreement shall begoverned by and construed in accordance with the laws of England and Wales,without giving effect to any choice of law or conflict of law provision or rule(whether of England and Wales or any other jurisdiction) that would cause theapplication of the law of any jurisdiction other than England and Wales.

16.           DisputeResolution.  Any controversy or claimarising out of or relating to this Agreement, including any question regardingits existence, validity or termination, shall be referred to and finallyresolved by arbitration in accordance with the Rules (the “Rules”) ofthe LCIA International Arbitration (“LCIA”), which Rules are deemed tobe incorporated by reference into this clause, except as expressly modified bythis Section 16.

(a)                                  Thereshall be one (1) arbitrator.  The selectionof the arbitrator shall be by agreement between the parties.  If, however, the parties are unable to agreeon the selection of the arbitrator within thirty (30) days after thecommencement of the arbitration, then the selection of the arbitrator shall bemade by the LCIA.

(b)                                 Theplace of the arbitration shall be London, England.

(c)                                  Thelanguage of the arbitration shall be English.

(d)                                 Thearbitrator shall have the authority to award all forms of relief determined tobe just and equitable; provided that the arbitrator shall have noauthority to award punitive or exemplary damages, or any other monetary damagesnot measured by the prevailing party’s actual damages.

(e)                                  Anyarbitral award rendered pursuant to this provision shall be final and binding onthe parties and may be enforced in any court of competent jurisdiction.

Before an arbitrationpursuant to this provision has been convened, any party may seek from any courtof competent jurisdiction interim or provisional relief.  Such interim or provisional relief maysubsequently be vacated, continued or modified by the arbitrator on theapplication of any party.

17.           Business Days.  If any time period for giving notice ortaking action hereunder expires on a day other than a Business Day, the timeperiod shall automatically be extended to the Business Day immediatelyfollowing such day.

18.           Descriptive Headings.  The descriptive headings of this Agreementare inserted for convenience only and do not constitute a part of thisAgreement.

19.           No StrictConstruction.  The language used inthis Agreement shall be deemed to be the language chosen by the parties heretoto express their mutual intent, and no rule of strict construction shall beapplied against any party.

*     *    *     *     *

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IN WITNESS WHEREOF, theparties hereto have executed this Agreement as of the date first written above.
|        | BLITZ F04-506 GMBH                      |                           |
|--------|-----------------------------------------|--------------------------------|
|   |                                    |                           |
|   | By:                                     | /s/ SIMONE BLANK               |   |
|   |                                    | Name: Simone Blank             |   |
|   |                                    |                           |   |
|   | By:                                     | /s/ THEO HAAR                  |   |
|   |                                    | Name: Theo Haar                |   |
|   |                                    |                           |   |
|   |                                    |                           |   |
|   | SIRONA DENTAL SERVICES GMBH & CO KG |                           |
|   |                                    |                           |   |
|   | By:                                     | /s/ SIMONE BLANK               |   |
|   |                                    | Name: Simone Blank             |   |
|   |                                    |                           |   |
|   | By:                                     | /s/ THEO HAAR                  |   |
|   |                                    | Name: Theo Haar                |   |
|   |                                    |                           |   |
|   |                                    |                           |   |
|   | SIRONA DENTAL SYSTEMS GMBH              |                           |
|   |                                    |                           |   |
|   | By:                                     | /s/ SIMONE BLANK               |   |
|   |                                    | Name: Simone Blank             |   |
|   |                                    |                           |   |
|   | By:                                     | /s/ THEO HAAR                  |   |
|   |                                    | Name: Theo Haar                |   |
|   |                                    |                           |   |
|   |                                    |                           |   |
|   | MDP IV OFFSHORE GP, L.P.                |                           |
|   |                                    |                           |   |
|   | By:                                     | MDP Offshore Investors Limited |   |
|   | Its:                                    | General Partner                |   |
|   |                                    |                           |   |
|   |                                    | By:                            | /s/ TIMOTHY P. SULLIVAN |   |
|   |                                    | Its                            | Managing Director |   |
|   |                                    |                           |   |
|   |                                    |                           |   |
|   | Harry M. Jansen Kraemer  Jr.            |                           |
|   |                                    |                           |
|   |                                    |                           |
|   | /s/ HARRY M. JANSEN KRAEMER JR.         |                           |

 

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**AnnexI**
| ** **   | ** ** | **MDP IV Offshore GP,  LP** | ** ** | **Harry M. Jansen   Kraemer, Jr.** | ** ** | **Total** | ** ** |
|--------------|------------|--------------------------------------------|------------|--------------------------------------------------------|------------|-----------|------------|
| Finance Fee  |       | 5,500,000                                  |       | nil                                                    |       | 5,500,000 |       |
| Advisory Fee |       | 4,088,816                                  |       | 411,184                                                |       | 4,500,000 |       |

 

All figures are in Euros.

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