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                                                                    EXHIBIT 4.10

                                                                  EXECUTION COPY

                     RESALE REGISTRATION RIGHTS AGREEMENT

                                    BETWEEN

                          APOGENT TECHNOLOGIES INC.,
                                  THE ISSUER

                                      AND

      THE SEVERAL SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTIES HERETO,
                                 AS GUARANTORS

                                      AND

                             LEHMAN BROTHERS INC.
                    CREDIT SUISSE FIRST BOSTON CORPORATION
                        BANC OF AMERICA SECURITIES LLC
                            ABN AMRO ROTHSCHILD LLC
                                UBS WARBURG LLC




                         DATED AS OF OCTOBER 10, 2001

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                               TABLE OF CONTENTS
                                                                       PAGE
                                                                       ----

1.      Definitions................................................      1

2.      Shelf Registration.........................................      4

3.      Additional Amounts.........................................      6

4.      Registration Procedures....................................      7

5.      Registration Expenses......................................     14

6.      Indemnification and Contribution...........................     15

7.      Rule 144A..................................................     18

8.      Participation in Underwritten Registrations................     18

9.      Selection of Underwriters..................................     19

10.     Miscellaneous..............................................     19

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     RESALE REGISTRATION RIGHTS AGREEMENT, dated as of October 10, 2001,
among Apogent Technologies Inc., a Wisconsin corporation (together with any
successor entity, herein referred to as the "ISSUER"), and the several
subsidiary guarantors from time to time parties hereto (collectively, the
"GUARANTORS") and Lehman Brothers Inc., Credit Suisse First Boston Corporation,
Banc of America Securities LLC, ABN AMRO Rothschild LLC and UBS Warburg LLC
(collectively, the "INITIAL PURCHASERS").

     Pursuant to the Purchase Agreement, dated October 4, 2001, among the
Issuer, the Guarantors and the Initial Purchasers (the "PURCHASE AGREEMENT"),
the Initial Purchasers have agreed to purchase from the Issuer $250,000,000
aggregate principal amount of 2.25% Senior Convertible Contingent Debt
Securities (the "CODES") due 2021, together with the several guarantees forming
a part thereof (the "GUARANTEES" and, together with the CODES, the "SECURITIES")
(or up to $300,000,000 aggregate principal amount of CODES to the extent the
Initial Purchasers exercise their option to purchase additional Securities, as
set forth in the Purchase Agreement).  The CODES initially will be convertible
into fully paid, nonassessable common stock, par value $0.01 per share, of the
Issuer  (the "COMMON STOCK") on the terms, and subject to the conditions, set
forth in the Indenture (as defined herein).  To induce the Initial Purchasers to
purchase the Securities, the Issuer and the Guarantors have agreed, pursuant to
the Purchase Agreement, to provide the registration rights set forth in this
Agreement.

     The parties hereby agree as follows:

     1.  DEFINITIONS.  As used in this Agreement, the following capitalized
terms shall have the following meanings:

         ADDITIONAL AMOUNTS:  As defined in Section 3(a) hereof.

         ADDITIONAL AMOUNTS PAYMENT DATE:  Each April 15 and October 15.

         AGREEMENT:  This Resale Registration Rights Agreement, as amended,
     modified or otherwise supplemented from time to time in accordance with the
     terms hereof.

         BLUE SKY APPLICATION:  As defined in Section 6(a) hereof.

         BROKER-DEALER:  Any broker or dealer registered under the Exchange Act.

         BUSINESS DAY:  A day other than a Saturday or Sunday or any day on
     which banking institutions in The City of New York are authorized or
     obligated by law or executive order to close.

         CLOSING DATE:  The date of this Agreement.

         COMMISSION:  Securities and Exchange Commission.

         COMMON STOCK:  As defined in the preamble hereto.

         CREDIT AGREEMENT:  The Credit Agreement dated as of December 1, 2000
     among the Issuer, the Guarantors and the several lenders parties thereto,
     as such Credit
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     Agreement is amended, modified or supplemented from time to
     time in accordance with the terms thereof.

         EFFECTIVENESS PERIOD:  As defined in Section 2(a)(iii) hereof.

         EFFECTIVENESS TARGET DATE:  As defined in Section 2(a)(ii) hereof.

         EXCHANGE ACT:  Securities Exchange Act of 1934, as amended, and the
     rules and regulations of the Commission thereunder.

         GUARANTEES:  As defined in the preamble hereto.

         GUARANTORS:  As defined in the preamble hereto.

         HOLDER:  A Person who owns, beneficially or otherwise, Transfer
     Restricted Securities.

         HOLDER QUESTIONNAIRE:  As defined in Section 2(b) hereof.

         INDEMNIFIED HOLDER:  As defined in Section 6(a) hereof.

         INDENTURE:  The Indenture, dated as of October 10, 2001, among the
     Issuer, the Guarantors and The Bank of New York, as trustee (the
     "TRUSTEE"), pursuant to which the Securities are to be issued, as such
     Indenture is amended, modified or supplemented from time to time in
     accordance with the terms thereof.

         INITIAL PURCHASERS:  As defined in the preamble hereto.

         INITIAL SHELF FILING DEADLINE:  As defined in Section 2(a)(i) hereof.

         INITIAL SHELF REGISTRATION STATEMENT:  As defined in Section 2(a)(i)
     hereof.

         INTEREST PAYMENT DATE:  As defined in the Indenture.

         ISSUER:  As defined in the preamble hereto.

         MAJORITY OF HOLDERS:  Holders holding more than 50% of the aggregate
     principal amount of CODES outstanding; provided that, for purpose of this
     definition, a holder of shares of Common Stock which constitute Transfer
     Restricted Securities when issued upon conversion of the CODES shall be
     deemed to hold an aggregate principal amount of CODES (in addition to the
     principal amount of CODES held by such holder) equal to the product of (x)
     the number of such shares of Common Stock received upon conversion of the
     CODES and then held by such holder and (y) the prevailing conversion price,
     such prevailing conversion price as determined in accordance with the
     Indenture.

         NASD:  National Association of Securities Dealers, Inc.

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         PERSON:  An individual, partnership, corporation, unincorporated
     organization, limited liability company, trust, joint venture or a
     government or agency or political subdivision thereof.

         PURCHASE AGREEMENT:  As defined in the preamble hereto.

         PROSPECTUS:  The prospectus included in a Shelf Registration
     Statement, as amended or supplemented by any prospectus supplement and by
     all other amendments thereto, including post-effective amendments, and all
     material incorporated by reference into such Prospectus.

         QUESTIONNAIRE DEADLINE:  As defined in Section 2(b) hereof.

         RECORD HOLDER:  With respect to any Date, each Person who is a Holder
     on the record date with respect to the Interest Payment Date on which such
     Additional Amounts Payment Date shall occur.  In the case of a Holder of
     shares of Common Stock issued upon conversion of the Securities, "Record
     Holder" shall mean each Person who is a Holder of shares of Common Stock
     which constitute Transfer Restricted Securities on the 15th day preceding
     the relevant Additional Amounts Payment Date.

         REGISTRATION DEFAULT:  As defined in Section 3(a) hereof.

         ROLL-UP DATE:  December 31, 2002 and the last day of any calendar
     month in which the consolidated net sales or consolidated total assets of
     the companies which are then guarantors of the CODES becomes less than 90%
     of the consolidated net sales or consolidated total assets, as the case may
     be, of the entities which then guarantee the Issuer's obligation under the
     Credit Agreement.

         SALE NOTICE:  As defined in Section 4(e) hereof.

         SECURITIES:  As defined in the preamble hereto.

         SECURITIES ACT:  Securities Act of 1933, as amended, and the rules and
     resolutions of the Commission thereunder.

         SELLING HOLDERS:  Any Holder who sells or otherwise disposes of its
     CODES pursuant to a Shelf Registration Statement.

         SHELF FILING DEADLINE:  As defined in Section 2(a)(ii) hereof.

         SHELF REGISTRATION STATEMENT:  As defined in Section 2(a)(ii) hereof.

         SUSPENSION NOTICE.  As defined in Section 4(c) hereof.

         SUSPENSION PERIOD.  As defined in Section 4(b)(i) hereof.

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         TIA:  Trust Indenture Act of 1939, as amended, and the rules and
     regulations of the Commission thereunder, in each case, as in effect on the
     date the Indenture is qualified under the TIA.

         TRANSFER RESTRICTED SECURITIES:  Each Security and each share of
     Common Stock issued upon conversion of the CODES until the earlier of:

              (i)  the date on which such Security or such share of Common Stock
         issued upon conversion of the CODES has been effectively registered
         under the Securities Act and disposed of in accordance with the Shelf
         Registration Statements;

              (ii)  the date on which such Security or such share of Common
         Stock issued upon conversion of the CODES is transferred in compliance
         with Rule 144 under the Securities Act or may be sold or transferred by
         a person who is not an affiliate of the Issuer pursuant to Rule 144
         under the Securities Act (or any other similar provision then in force)
         without any volume or manner of sale restrictions thereunder; or

              (iii)  the date on which such Security or such share of Common
         Stock issued upon conversion of the CODES ceases to be outstanding
         (whether as a result of redemption, repurchase and cancellation,
         conversion or otherwise).

         UNDERWRITER: Any underwriter participating in any distribution
     pursuant to a Shelf Registration Statement.

         UNDERWRITTEN REGISTRATION or UNDERWRITTEN OFFERING:  A transaction in
     which Securities registered with the Commission pursuant to this Agreement
     are to be sold to one or more Underwriters for reoffering to the public.

     2.  SHELF REGISTRATION.

         (a)  The Issuer and the Guarantors shall:

              (i)  not later than 90 days after the date hereof (the "INITIAL
         SHELF FILING DEADLINE"), cause to be filed a registration statement
         pursuant to Rule 415 under the Securities Act (together with any
         amendments thereto, and including any documents incorporated by
         reference therein, the "INITIAL SHELF REGISTRATION STATEMENT"), which
         Initial Shelf Registration Statement shall provide for resales of all
         Transfer Restricted Securities held by Holders that have provided the
         information required pursuant to the terms of Section 2(b) hereof;

              (ii)  not later than each Roll-up Date (each such date, together
         with the Initial Shelf Filing Deadline, is herein referred to as a
         "SHELF FILING DEADLINE"), cause to be filed a registration statement
         pursuant to Rule 415 under the Securities Act (each such registration
         statement, together with any amendments thereto, and including any
         documents incorporated by reference therein, is herein referred to as a
         "SHELF REGISTRATION STATEMENT" and all such Shelf Registration
         Statements

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         and the Initial Shelf Registration Statement are herein collectively
         referred to as the "SHELF REGISTRATION STATEMENTS"), which Shelf
         Registration Statement shall (A) reflect the guarantees by the entities
         who are required to become guarantors following the Roll-up Date
         pursuant to the Indenture and (B) provide for resales of all Transfer
         Restricted Securities held by Holders that have provided the
         information required pursuant to the terms of Section 2(b) hereof;

              (iii)  cause each Shelf Registration Statement to be declared
         effective by the Commission not later than 180 days after the date
         hereof, in the case of the Initial Registration Statement, or 30 days
         after the applicable Roll-up Date, in the case of any other Shelf
         Registration Statement (the "EFFECTIVENESS TARGET DATE"); and

              (iv)  keep each Shelf Registration Statement continuously
         effective, supplemented and amended as required by the provisions of
         Section 4(b) hereof to the extent necessary to ensure that (A) it is
         available for resales by the Holders of Transfer Restricted Securities
         entitled to the benefit of this Agreement and (B) conforms with the
         requirements of this Agreement and the Securities Act for a period (the
         "EFFECTIVENESS PERIOD") of:

                   (1)  two years following the last date of original issuance
              of the CODES;

                   (2)  the date when all of the Holders of Transfer Restricted
              Securities are able to sell all such Transfer Restricted
              Securities immediately without restriction pursuant to Rule 144(k)
              under the Securities Act or any successor rule thereto; and

                   (3)  the date when all of the Transfer Restricted Securities
              are convertible that are owned by Holders who complete and deliver
              in a timely manner the Questionnaire described below are
              registered under the Shelf Registration Statements and disposed of
              in accordance with the Shelf Registration Statements.

              (b)  To have its Transfer Restricted Securities included in the
         Shelf Registration Statements pursuant to this Agreement, each Holder
         shall complete the Selling Securityholder Notice and Questionnaire, the
         form of which is contained in Exhibit A to this Agreement (the
         "QUESTIONNAIRE"), and deliver it to the Issuer prior to or on the 20th
         Business Day after such Holder's receipt of a request therefor by the
         Issuer in writing (which request shall include a copy of the
         Questionnaire) (such deadline, the "QUESTIONNAIRE DEADLINE"). Prior to
         such time, each Holder may complete the Questionnaire and deliver it to
         the Issuer prior to such request and, as a result, shall be entitled to
         have its Transfer Restricted Securities included in the Initial Shelf
         Registration Statement filed with the Commission. In addition, upon
         receipt of written request for additional information from the Issuer,
         each Holder who intends to be named as a Selling Holder in the Shelf
         Registration Statements shall furnish to the Issuer in writing, within
         20 Business Days after such Holder's receipt of such request, such
         additional information regarding such Holder and the proposed
         distribution by such Holder of its Transfer Restricted

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         Securities, in connection with the Shelf Registration Statements or
         Prospectuses or Preliminary Prospectuses included therein and in any
         application to be filed with or under state securities law, as the
         Issuer may reasonably request. In connection with all such requests for
         information from Holders of Transfer Restricted Securities, the Issuer
         shall notify such Holders of the requirements set forth in this
         paragraph regarding their obligation to provide the information
         requested pursuant to this Section. No Holder of Transfer Restricted
         Securities shall be entitled to Additional Amounts pursuant to Section
         3 hereof unless such Holder shall have provided all such reasonably
         requested information prior to or on the Questionnaire Deadline. Each
         Holder as to which any Shelf Registration Statement is being effected
         agrees to furnish promptly to the Issuer all information required to be
         disclosed in order to make information previously furnished to the
         Issuer by such Holder not materially misleading.

     3.  ADDITIONAL AMOUNTS.

              (a)  If:

                   (i)  any Shelf Registration Statement is not filed with the
              Commission prior to or on the applicable Shelf Filing Deadline;

                   (ii)  any Shelf Registration Statement has not been declared
              effective by the Commission prior to or on the applicable
              Effectiveness Target Date;

                   (iii)  except as provided in Section 4(b)(i) hereof, any
              Shelf Registration Statement is filed and declared effective but,
              during the applicable Effectiveness Period, shall thereafter cease
              to be effective or fail to be usable for its intended purpose
              without being succeeded within five Business Days by a post-
              effective amendment to the Shelf Registration Statement, a
              supplement to the Prospectus or a report filed with the Commission
              pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
              that cures such failure and, in the case of a post-effective
              amendment, is itself immediately declared effective;

                   (iv)  prior to or on the 30th day following a Roll-up Date,
              the applicable Shelf Registration Statement has not been declared
              effective by the Commission; or

                   (v)  (A) prior to or on the 45th or 60th day, as the case may
              be, of any Suspension Period, such suspension has not been
              terminated or (B) Suspension Periods exceed an aggregate of 90
              days in any 360 day period,

(each such event referred to in foregoing clauses (i) through (v), a
"REGISTRATION DEFAULT"), the Issuer and the Guarantors jointly and severally
hereby agree to pay additional amounts ("ADDITIONAL AMOUNTS") with respect to
the Transfer Restricted Securities from and including the day following the
Registration Default to but excluding the day on which the Registration Default
has been cured, accruing at a rate:

                        (A)  in respect of the CODES, to each holder of CODES,
                   (x) with respect to the first 90-day period during which a
                   Registration Default shall have occurred and be continuing,
                   equal to 0.25% per annum of the principal amount of

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                   the CODES, and (y) with respect to the period commencing on
                   the 91st day following the day the Registration Default shall
                   have occurred and be continuing, equal to 0.50% per annum of
                   the principal amount of the CODES; provided that in no event
                   shall Additional Amounts accrue at a rate per year exceeding
                   0.50% of the principal amount of the CODES; and

                        (B)  in respect of any shares of Common Stock, to each
                   holder of shares of Common Stock issued upon conversion of
                   the CODES, (x) with respect to the first 90-day period in
                   which a Registration Default shall have occurred and be
                   continuing, equal to 0.25% per annum of the principal amount
                   of the converted CODES, and (y) with respect to the period
                   commencing the 91st day following the day the Registration
                   Default shall have occurred and be continuing, equal to 0.50%
                   per annum of the principal amount of the converted CODES;
                   provided that in no event shall Additional Amounts accrue at
                   a rate per year exceeding 0.50% of the principal amount of
                   the converted CODES.

              (b)  All accrued Additional Amounts shall be paid in arrears to
         Record Holders by the Issuer or the Guarantors on each Additional
         Amounts Payment Date by wire transfer of immediately available funds or
         by federal funds check. Following the cure of all Registration Defaults
         relating to any particular CODES or share of Common Stock issued upon
         conversion of the CODES, the accrual of Additional Amounts with respect
         to such CODES or share of Common Stock will cease. The Issuer and the
         Guarantors agree to deliver all notices, certificates and other
         documents contemplated by the Indenture in connection with the payment
         of Additional Amounts.

     All obligations of the Issuer and the Guarantors set forth in this
Section 3 that are outstanding with respect to any Transfer Restricted Security
at the time such Security ceases to be a Transfer Restricted Security shall
survive until such time as all such obligations with respect to such Transfer
Restricted Security shall have been satisfied in full.

     The Additional Amounts set forth above shall be the exclusive monetary
remedy available to the Holders of Transfer Restricted Securities for such
Registration Default.

     4.  REGISTRATION PROCEDURES.

         (a)  In connection with the registration of the Securities, the Issuer
     and the Guarantors shall comply with all the provisions of Section 4(b)
     hereof and shall effect such registration to permit the sale of the
     Transfer Restricted Securities being sold in accordance with the intended
     method or methods of distribution thereof, and pursuant thereto, shall as
     expeditiously as possible prepare and file with the Commission the Initial
     Shelf Registration Statement relating to the registration on any
     appropriate form under the Securities Act.

         (b)  In connection with the Shelf Registration Statements and any
     Prospectuses required by this Agreement to permit the sale or resale of
     Transfer Restricted Securities, the Issuer and the Guarantors shall:

              (i)  Subject to any notice by the Issuer and the Guarantors in
         accordance with this Section 4(b) of the existence of any fact or event
         of the kind

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         described in Section 4(b)(iv)(E), keep the Shelf Registration
         Statements continuously effective during the Effectiveness Period; upon
         the occurrence of any event that would cause any Shelf Registration
         Statement or the Prospectus contained therein (A) to contain a material
         misstatement or omission or (B) not be effective and usable for resale
         of Transfer Restricted Securities during the Effectiveness Period, the
         Issuer shall file promptly an appropriate amendment to the Shelf
         Registration Statement, a supplement to the Prospectus or a report
         filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
         of the Exchange Act, in the case of clause (A), correcting any such
         misstatement or omission, and, in the case of either clause (A) or (B),
         cause such amendment to be declared effective and the Shelf
         Registration Statement and the related Prospectus to become usable for
         their intended purposes as soon as practicable thereafter.
         Notwithstanding the foregoing, the Issuer or the Guarantors may suspend
         the effectiveness of any Shelf Registration Statement by written notice
         to the Holders for a period not to exceed an aggregate of 45 days in
         any 90-day period (each such period, a "SUSPENSION PERIOD") if:

                    (x)  an event occurs and is continuing as a result of which
               the Shelf Registration Statement would, in the Issuer's judgment,
               contain an untrue statement of a material fact or omit to state a
               material fact required to be stated therein or necessary to make
               the statements therein not misleading; and

                    (y)  the Issuer reasonably determines that the disclosure
               of such event at such time would have a material adverse effect
               on the business of the Issuer and its subsidiaries taken as a
               whole;

         provided that in the event the disclosure relates to a previously
         undisclosed proposed or pending material business transaction, the
         disclosure of which would impede the Issuer's ability to consummate
         such transaction, the Issuer may extend a Suspension Period from 45
         days to 60 days; provided, however, that Suspension Periods shall not
         exceed an aggregate of 90 days in any 360-day period.

              (ii)  Prepare and file with the Commission such amendments and
         post-effective amendments to the Shelf Registration Statements as may
         be necessary to keep the Shelf Registration Statements effective during
         the Effectiveness Period; cause the Prospectuses to be supplemented by
         any required Prospectus supplement, and as so supplemented to be filed
         pursuant to Rule 424 under the Securities Act, and to comply fully with
         the applicable provisions of Rules 424 and 430A under the Securities
         Act in a timely manner; and comply with the provisions of the
         Securities Act with respect to the disposition of all securities
         covered by the Shelf Registration Statements during the applicable
         period in accordance with the intended method or methods of
         distribution by the sellers thereof set forth in the Shelf Registration
         Statements or supplement to the Prospectuses.

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              (iii)  Cause any Person that becomes a Guarantor on any Roll-up
         Date to promptly execute and deliver an acknowledgement pursuant to
         Section 13.5 of the Indenture acknowledging that such Person shall
         become a party to this Agreement; the form of such acknowledgment is
         attached hereto as Exhibit B.

              (iv)  Advise the Underwriter(s), if any, and Selling Holders
         promptly (but in any event within five Business Days) and, if requested
         by such Persons, to confirm such advice in writing:

                   (A)  when any Prospectus or any Prospectus supplement or
              post-effective amendment has been filed, and, with respect to any
              Shelf Registration Statement or any post-effective amendment
              thereto, when the same has become effective,

                   (B)  of any request by the Commission for amendments to any
              Shelf Registration Statement or amendments or supplements to any
              Prospectus or for additional information relating thereto,

                   (C)  of the issuance by the Commission of any stop order
              suspending the effectiveness of any Shelf Registration Statement
              under the Securities Act or of the suspension by any state
              securities commission of the qualification of the Transfer
              Restricted Securities for offering or sale in any jurisdiction, or
              the initiation of any proceeding for any of the preceding
              purposes,

                   (D)  of the commencement of any Suspension Period, or

                   (E)  of the existence of any fact or the happening of any
              event, during the Effectiveness Period, that makes any statement
              of a material fact made in any Shelf Registration Statement, the
              Prospectus contained therein, any amendment or supplement thereto,
              or any document incorporated by reference therein untrue, or that
              requires the making of any additions to or changes in the Shelf
              Registration Statement or the Prospectus in order to make the
              statements therein not misleading.

         If at any time the Commission shall issue any stop order suspending
         the effectiveness of any Shelf Registration Statement, or any state
         securities commission or other regulatory authority shall issue an
         order suspending the qualification or exemption from qualification of
         the Transfer Restricted Securities under state securities or Blue Sky
         laws, the Issuer and the Guarantors shall obtain the withdrawal or
         lifting of such order at the earliest possible time and will provide
         to the Initial Purchasers and each Holder who is named in the Shelf
         Registration Statement prompt notice of the withdrawal of any such
         order.

              (v) Furnish to each of the Selling Holders and each of the
         Underwriter(s), if any, before filing with the Commission, a copy of
         each Shelf Registration Statement and copies of any Prospectus included
         therein or any amendments or supplements to the Shelf Registration
         Statement or Prospectus

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         (other than documents incorporated by reference after the initial
         filing of the Shelf Registration Statement), which documents will be
         subject to the review of such Selling Holders and Underwriter(s), if
         any, for a period of at least ten Business Days (in the case of the
         Shelf Registration Statement and Prospectus) and two Business Days (in
         the case of any amendment or supplement thereto), and neither the
         Issuer nor the Guarantors will file the Shelf Registration Statement or
         Prospectus or any amendment or supplement to the Shelf Registration
         Statement or Prospectus (other than documents incorporated by
         reference) to which a selling Holder of Transfer Restricted Securities
         covered by the Shelf Registration Statement or the Underwriter(s), if
         any, shall reasonably object prior to the filing thereof. A Selling
         Holder or Underwriter, if any, shall be deemed to have reasonably
         objected to such filing if the Shelf Registration Statement, amendment,
         Prospectus or supplement, as applicable, as proposed to be filed,
         contains a material misstatement or omission.

              (vi) Make available at reasonable times for inspection by one or
         more representatives of the Selling Holders, designated in writing by a
         Majority of Holders whose Transfer Restricted Securities are included
         in any Shelf Registration Statement, any Underwriter, and any attorney
         or accountant retained by such Selling Holders or any of the
         Underwriter(s), all financial and other records, pertinent corporate
         documents and properties of the Issuer and the Guarantors as shall be
         reasonably necessary to enable them to conduct a reasonable
         investigation within the meaning of Section 11 of the Securities and
         exercise any applicable due diligence responsibilities, and cause the
         Issuer's and the Guarantors' officers, directors, managers and
         employees to supply all information reasonably requested by any such
         representative or representatives of the Selling Holders, Underwriter,
         attorney or accountant in connection with the Shelf Registration
         Statement after the filing thereof and before its effectiveness,
         provided, however, that any information designated by the Issuer as
         confidential at the time of delivery of such information shall be kept
         confidential by the recipient thereof.

              (vii) If requested by any Selling Holder, promptly incorporate in
         each Shelf Registration Statement or Prospectus, pursuant to a
         supplement or post-effective amendment if necessary, such information
         as such Selling Holders and Underwriter(s), if any, may reasonably
         request to have included therein, including, without limitation: (1)
         information relating to the "Plan of Distribution" of the Transfer
         Restricted Securities, (2) information with respect to the principal
         amount of Securities or number of shares of Common Stock being sold to
         such Underwriter(s), (3) the purchase price being paid therefor and (4)
         any other terms of the offering of the Transfer Restricted Securities
         to be sold in such offering; and make all required filings of such
         Prospectus supplement or post-effective amendment as soon as reasonably
         practicable after the Issuer and the Guarantors are notified of the
         matters to be incorporated in such Prospectus supplement or post-
         effective amendment.

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              (viii) Furnish to each Selling Holder and each of the
         Underwriter(s), if any, without charge, at least one copy of each Shelf
         Registration Statement, as first filed with the Commission, and of each
         amendment thereto (and any documents incorporated by reference therein
         or exhibits thereto (or exhibits incorporated in such exhibits by
         reference) as such Person may request). (ix) Deliver to each Selling
         Holder and each of the Underwriter(s), if any, without charge, as many
         copies of each Prospectus (including each preliminary Prospectus) and
         any amendment or supplement thereto as such Persons reasonably may
         request; subject to any notice by the Issuer in accordance with this
         Section 4(b) of the existence of any fact or event of the kind
         described in Section 4(b)(iv) (E), the Issuer and the Guarantors hereby
         consent to the use of each Prospectus and any amendment or supplement
         thereto by each of the Selling Holders and each of the Underwriter(s),
         if any, in connection with the offering and the sale of the Transfer
         Restricted Securities covered by the Prospectus or any amendment or
         supplement thereto.

              (ix) Deliver to each Selling Holder and each of the
         Underwriter(s), if any, without charge, as many copies of each
         Prospectus (including each preliminary Prospectus) and any amendment or
         supplement thereto as such Persons reasonably may request; subject to
         any notice by the Issuer in accordance with this Section 4(b) of the
         existence of any fact or event of the kind described in Section
         4(b)(iv) (E), the Issuer and the Guarantors hereby consent to the use
         of each Prospectus and any amendments or supplement thereto by each of
         the Selling Holders and each of the Underwriter(s), if any, in
         connection with the offering and the sale of the Transfer Restricted
         Securities covered by the Prospectus or any amendment or supplement
         thereto.

              (x)  The Issuer and the Guarantors shall:

                   (A) upon request, furnish to each Selling Holder and each
              underwriter, if any, in such substance and scope as they may
              reasonably request and as are customarily made by issuers to
              Underwriters in primary Underwritten Offerings for Selling
              Holders, upon the date of closing of any sale of Transfer
              Restricted Securities in an Underwritten Registration:

                         (1) a certificate, dated the date of such closing,
                    signed by the Chief Financial Officer of the Issuer and of
                    each of the Guarantors confirming, as of the date thereof,
                    the matters set forth in Section 5(f) of the Purchase
                    Agreement and such other matters as such parties may
                    reasonably request ;

                         (2) opinions, each dated the date of such closing, of
                    counsel to the Issuer and the Guarantors covering such of
                    the matters as are customarily covered in legal opinions to
                    Underwriters in connection with Underwritten Offerings of
                    securities; and

                         (3) customary comfort letters, dated the date of such
                    closing, from the Issuer's and the Guarantors' independent
                    accountants (and from any other accountants whose report is
                    contained or incorporated by reference in the Shelf
                    Registration Statements) in the customary form and covering
                    matters of the type customarily covered in comfort letters
                    to Underwriters in connection with Underwritten Offerings of
                    securities;

                    (B) set forth in full in the underwriting agreement, if any,
               indemnification provisions and procedures which provide rights no
               less protective than those set forth in Section 6 hereof with
               respect to all parties to be indemnified; and

                                       11
<PAGE>

                    (C) deliver such other documents and certificates as may be
               reasonably requested by such parties to evidence compliance with
               clause (A) above and with any customary conditions contained in
               the underwriting agreement or other agreement entered into by the
               Selling Holders pursuant to this clause (x).

               (xi) Before any public offering of Transfer Restricted
          Securities, cooperate with the Selling Holders, the Underwriter(s), if
          any, and their respective counsel in connection with the registration
          and qualification of the Transfer Restricted Securities under the
          securities or Blue Sky laws of such jurisdictions in the United States
          as the Selling Holders or Underwriter(s), if any, may reasonably
          request and do any and all other acts or things necessary or advisable
          to enable the disposition in such jurisdictions of the Transfer
          Restricted Securities covered by the Shelf Registration Statements;
          provided, however, that neither the Issuer nor any Guarantor shall be
          required (A) to register or qualify as a foreign corporation or a
          dealer of securities where it is not now so qualified or to take any
          action that would subject it to the service of process in any
          jurisdiction where it is not now so subject or (B) to subject itself
          to taxation in any such jurisdiction if it is not now so subject.

               (xii) Cooperate with the Selling Holders and the Underwriter(s),
          if any, to facilitate the timely preparation and delivery of
          certificates representing Transfer Restricted Securities to be sold
          and not bearing any restrictive legends (unless required by applicable
          securities laws); and enable such Transfer Restricted Securities to be
          in such denominations and registered in such names as the Holders or
          the Underwriter(s), if any, may request at least two Business Days
          before any sale of Transfer Restricted Securities made by such
          Underwriter(s).

               (xiii) Use their reasonable best efforts to cause the Transfer
          Restricted Securities covered by the Shelf Registration Statements to
          be registered with or approved by such other U.S. governmental
          agencies or authorities as may be necessary to enable the seller or
          sellers thereof or the Underwriter(s), if any, to consummate the
          disposition of such Transfer Restricted Securities.

               (xiv) Subject to Section 4(b)(i) hereof, if any fact or event
          contemplated by Section 4(b)(iv)(E) hereof shall exist or have
          occurred, use their reasonable best efforts to prepare a supplement or
          post-effective amendment to each Shelf Registration Statement or
          related Prospectus or any document incorporated therein by reference
          or file any other required document so that, as thereafter delivered
          to the purchasers of Transfer Restricted Securities, the Prospectus
          will not contain an untrue statement of a material fact or omit to
          state any material fact required to be stated therein or necessary to
          make the statements therein, in light of the circumstances in which
          they were made, not misleading.

               (xv) Provide CUSIP numbers for all Transfer Restricted Securities
          not later than the effective date of the Initial Shelf Registration
          Statement and provide the Trustee under the Indenture with
          certificates for the Securities that are in a form eligible for
          deposit with The Depository Trust Company.

                                       12
<PAGE>

               (xvi) Cooperate and assist in any filings required to be made
          with the NASD and in the performance of any due diligence
          investigation by any underwriter that is required to be retained in
          accordance with the rules and regulations of the NASD.

               (xvii) Otherwise use their reasonable best efforts to comply with
          all applicable rules and regulations of the Commission and all
          reporting requirements under the Exchange Act.

               (xviii) Cause the Indenture to be qualified under the TIA not
          later than the effective date of the Initial Shelf Registration
          Statement required by this Agreement, and, in connection therewith,
          cooperate with the Trustee and the holders of CODES to effect such
          changes to the Indenture as may be required for such Indenture to be
          so qualified in accordance with the terms of the TIA; and execute and
          use their reasonable best efforts to cause the Trustee thereunder to
          execute all documents that may be required to effect such changes and
          all other forms and documents required to be filed with the Commission
          to enable such Indenture to be so qualified in a timely manner.

               (xix) Cause all Transfer Restricted Securities covered by the
          Shelf Registration Statements to be listed or quoted, as the case may
          be, on each securities exchange or automated quotation system on which
          similar securities issued by the Issuer are then listed or quoted.

               (xx) Provide to each Holder upon written request each document
          filed with the Commission pursuant to the requirements of Section 13
          and Section 15 of the Exchange Act after the effective date of the
          Initial Shelf Registration Statement.

               (xxi) If requested by the Underwriters, make appropriate officers
          of the Issuer and the Guarantors available to the Underwriters for
          meetings with prospective purchasers of the Transfer Restricted
          Securities and prepare and present to potential investors customary
          "road show" or marketing materials in a manner consistent with other
          new issuances of other securities similar to the Transfer Restricted
          Securities.

          (c) Each Holder agrees by acquisition of a Transfer Restricted
     Security that, upon receipt of any notice (a "SUSPENSION NOTICE") from the
     Issuer of the existence of any fact of the kind described in Section
     4(b)(iv)(E) hereof, such Holder will, and will use its reasonable best
     efforts to cause any Underwriter(s) in an Underwritten Offering to,
     forthwith discontinue disposition of Transfer Restricted Securities
     pursuant to any Shelf Registration Statement until:

               (i) such Holder has received copies of the supplemented or
           amended Prospectus contemplated by Section 4(b)(xiv) hereof; or

               (ii) such Holder is advised in writing by the Issuer that the use
           of the Prospectus may be resumed, and has received copies of any
           additional or supplemental filings that are incorporated by reference
           in any Prospectus.

                                       13
<PAGE>

     If so directed by the Issuer, each Holder will deliver to the Issuer (at
     the Issuer's expense) all copies, other than permanent file copies then in
     such Holder's possession, of the Prospectus covering such Transfer
     Restricted Securities that was current at the time of receipt of such
     notice of suspension.

                (d) Each Holder who intends to be named as a Selling Holder in
           the Initial Shelf Registration Statement shall complete the
           Questionnaire and deliver it to the Issuer within 20 Business Days
           after receipt of a written request thereof (which request shall
           include a copy at the Questionnaire). Prior to such time, each Holder
           may complete the Questionnaire and deliver it to the Issuer prior to
           such request and, as a result, shall be entitled to have its Transfer
           Restricted Securities included in the Initial Shelf Registration
           Statement filed with the Commission. Holders that do not complete the
           Questionnaire and deliver it to the Issuer on a timely basis shall
           not be eligible to be named as Selling Holders in the Prospectus or
           preliminary Prospectus included in the Initial Shelf Registration
           Statement and, therefore, shall not be permitted to sell any Transfer
           Restricted Securities pursuant to the Shelf Registration Statements.
           In addition, each Holder who intends to be named as a Selling Holder
           in the Shelf Registration Statements shall promptly respond to the
           Issuer by providing such other information as the Issuer may from
           time to time reasonably request in writing regarding the Holder and
           the proposed distribution by such Holder of its Transfer Restricted
           Securities in connection with the Shelf Registration Statements or
           Prospectuses or preliminary Prospectuses included therein.

                (e) Upon the effectiveness of the Initial Shelf Registration
           Statement, each Holder shall notify the Issuer at least three
           Business Days prior to any intended distribution of Transfer
           Restricted Securities pursuant to the Shelf Registration Statements
           (a "SALE NOTICE"), which notice shall be effective for five Business
           Days. Each Holder of Transfer Restricted Securities, by accepting the
           same, agrees to hold any communication by the Issuer in response to a
           Sale Notice in confidence.

     5. REGISTRATION EXPENSES. All expenses incident to the Issuer's and the
Guarantors' performance of or compliance with this Agreement shall be borne by
the Issuer regardless of whether any Shelf Registration Statement becomes
effective, including, without limitation:

                (i) all registration and filing fees and expenses (including
           filings made by any Initial Purchaser or Holder with the NASD);

                (ii) all fees and expenses of compliance with federal securities
           and state Blue Sky or securities laws;

                (iii) all expenses of printing (including printing of
           Prospectuses and certificates for the Common Stock to be issued upon
           conversion of the CODES) and the Issuer's expenses for messenger and
           delivery services and telephone;

                (iv) all fees and disbursements of counsel to the Issuer and the
           Guarantors and, subject to Section 5(b) below, the Holders of
           Transfer Restricted Securities;

                                       14
<PAGE>

                (v) all application and filing fees in connection with listing
           (or authorizing for quotation) the Common Stock on a national
           securities exchange or automated quotation system pursuant to the
           requirements hereof; and

                (vi) all fees and disbursements of independent certified public
           accountants of the Issuer (including the expenses of any special
           audit and comfort letters required by or incident to such
           performance).

          The Issuer and the Guarantors shall bear their internal expenses
     (including, without limitation, all salaries and expenses of their
     respective officers and employees performing legal, accounting or other
     duties), the expenses of any annual audit and the fees and expenses of any
     Person, including special experts, retained by the Issuer and the
     Guarantors.

          (b) In connection with the Shelf Registration Statements required by
     this Agreement, including any amendment or supplement thereto, and any
     other documents delivered to any Holders, the Issuer shall reimburse the
     Initial Purchasers and the Holders of Transfer Restricted Securities being
     registered pursuant to any Shelf Registration Statement, as applicable, for
     the reasonable fees and disbursements of not more than one counsel, which
     shall be Simpson Thacher & Bartlett, or such other counsel as may be chosen
     by the Holders for whose benefit the Shelf Registration Statement is being
     prepared.

6.  INDEMNIFICATION AND CONTRIBUTION.

          (a) Each of the Issuer and the Guarantors shall indemnify and hold
harmless each Holder, such Holder's officers, directors and employees and each
person, if any, who controls such Holder within the meaning of the Securities
Act (each, an "INDEMNIFIED HOLDER"), from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof (including, but
not limited to, any loss, claim, damage, liability or action relating to resales
of the Transfer Restricted Securities), to which such Indemnified Holder may
become subject, insofar as any such loss, claim, damage, liability or action
arises out of, or is based upon:

               (i) any untrue statement or alleged untrue statement of a
          material fact contained in (A) any Shelf Registration Statement,
          Prospectus or amendment or supplement thereto or (B) any blue sky
          application or other document or any amendment or supplement thereto
          prepared or executed by the Issuer (or based upon written information
          furnished by or on behalf of the Issuer expressly for use in such blue
          sky application or other document or amendment on supplement) filed in
          any jurisdiction specifically for the purpose of qualifying any or all
          of the Transfer Restricted Securities under the securities law of any
          state or other jurisdiction (such application or document being
          hereinafter called a "BLUE SKY APPLICATION"); or

               (ii) the omission or alleged omission to state therein any
          material fact required to be stated therein or necessary to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading,

     and shall reimburse each Indemnified Holder promptly upon demand for any
     legal or other expenses reasonably incurred by such Indemnified Holder in
     connection with investigating or

                                       15
<PAGE>

     defending or preparing to defend against any such loss, claim, damage,
     liability or action as such expenses are incurred; provided, however, that
     neither the Issuer nor any Guarantor shall be liable in any such case to
     the extent that any such loss, claim, damage, liability or action arises
     out of, or is based upon, any untrue statement or alleged untrue statement
     or omission or alleged omission made in any Shelf Registration Statement,
     Prospectus or amendment or supplement thereto or any Blue Sky Application
     in reliance upon and in conformity with written information furnished to
     the Issuer by or on behalf of such Holder (or its related Indemnified
     Holder) specifically for use therein. The foregoing indemnity agreement is
     in addition to any liability which the Issuer and the Guarantors may
     otherwise have to any Indemnified Holder.

          (b) Each Holder, severally and not jointly, shall indemnify and hold
     harmless the Issuer and the Guarantors, their respective officers,
     directors and employees and each person, if any, who controls the Issuer or
     the Guarantors within the meaning of the Securities Act, from and against
     any loss, claim, damage or liability, joint or several, or any action in
     respect thereof, to which the Issuer, the Guarantors or any such officer,
     director, employee or controlling person may become subject, insofar as any
     such loss, claim, damage or liability or action arises out of, or is based
     upon:

               (i) any untrue statement or alleged untrue statement of any
          material fact contained in any Shelf Registration Statement,
          Prospectus or amendment or supplement thereto or any Blue Sky
          Application; or

               (ii) the omission or the alleged omission to state therein any
          material fact required to be stated therein or necessary to make the
          statements therein, in light of the circumstances under which they
          were made, not misleading,

     but in each case only to the extent that such untrue statement or alleged
     untrue statement or omission or alleged omission was made in reliance upon
     and in conformity with written information furnished to the Issuer by or on
     behalf of such Holder (or its related Indemnified Holder) specifically for
     use therein, and shall reimburse the Issuer, the Guarantors and any such
     officer, director, employee or controlling person promptly upon demand for
     any legal or other expenses reasonably incurred by the Issuer, the
     Guarantors or any such officer, employee or controlling person in
     connection with investigating or defending or preparing to defend against
     any such loss, claim, damage, liability or action as such expenses are
     incurred. The foregoing indemnity agreement is in addition to any liability
     which any Holder may otherwise have to the Issuer, the Guarantors or any of
     their respective officers, directors, employees or controlling persons.

          (c) Promptly after receipt by an indemnified party under this Section
     6 of notice of any claim or the commencement of any action, the indemnified
     party shall, if a claim in respect thereof is to be made against the
     indemnifying party under this Section 6, notify the indemnifying party in
     writing of the claim or the commencement of that action; provided, however,
     that the failure to notify the indemnifying party shall not relieve it from
     any liability which it may have under this Section 6 except to the extent
     it has been materially prejudiced by such failure and, provided, further,
     that the failure to notify the indemnifying party shall not relieve it from
     any liability which it may have to an indemnified party otherwise than
     under this Section 6. If any such claim or action shall be brought against
     an indemnified party, and it shall

                                       16
<PAGE>

     notify the indemnifying party thereof, the indemnifying party shall be
     entitled to participate therein and, to the extent that it wishes, jointly
     with any other similarly notified indemnifying party, to assume the defense
     thereof with counsel satisfactory to the indemnified party. After notice
     from the indemnifying party to the indemnified party of its election to
     assume the defense of such claim or action, the indemnifying party shall
     not be liable to the indemnified party under this Section 6 for any legal
     or other expenses subsequently incurred by the indemnified party in
     connection with the defense thereof other than reasonable costs of
     investigation; provided, however, that Holders shall have the right to
     employ a single counsel to represent jointly the Holders and their
     respective officers, directors, employees and controlling persons who may
     be subject to liability arising out of any claim in respect of which
     indemnity may be sought by the Holders against the Issuer, the Guarantors
     or any of their respective officers, directors, employees or controlling
     persons under this Section 6, if the Holders seeking indemnification shall
     have been advised by legal counsel that there may be one or more legal
     defenses available to them and their respective officers, directors,
     employees and controlling persons that are different from or additional to
     those available to the Issuer, the Guarantors and their respective
     officers, directors, employees and controlling persons, and the fees and
     expenses of a single separate counsel shall be paid by the Issuer and the
     Guarantors. No indemnifying party shall:

               (i) without the prior written consent of the indemnified parties
          (which consent shall not be unreasonably withheld) settle or
          compromise or consent to the entry of any judgment with respect to any
          pending or threatened claim, action, suit or proceeding in respect of
          which indemnification or contribution may be sought hereunder (whether
          or not the indemnified parties are actual or potential parties to such
          claim or action) unless such settlement, compromise or consent
          includes an unconditional release of each indemnified party from all
          liability arising out of such claim, action, suit or proceeding, or

               (ii) be liable for any settlement of any such action effected
          without its written consent (which consent shall not be unreasonably
          withheld), but if settled with its written consent or if there be a
          final judgment for the plaintiff in any such action, the indemnifying
          party agrees to indemnify and hold harmless any indemnified party from
          and against any loss or liability by reason of such settlement or
          judgment.

          (d) If the indemnification provided for in this Section 6 shall for
     any reason be unavailable or insufficient to hold harmless an indemnified
     party under Section 6(a) or 6(b) in respect of any loss, claim, damage or
     liability (or action in respect thereof) referred to therein, each
     indemnifying party shall, in lieu of indemnifying such indemnified party,
     contribute to the amount paid or payable by such indemnified party as a
     result of such loss, claim, damage or liability (or action in respect
     thereof):

               (i) in such proportion as is appropriate to reflect the relative
          benefits received by the Issuer from the offering and sale of the
          Transfer Restricted Securities on the one hand and a Holder with
          respect to the sale by such Holder of the Transfer Restricted
          Securities on the other, or

               (ii) if the allocation provided by clause (6)(d)(i) is not
          permitted by applicable law, in such proportion as is appropriate to
          reflect not only the relative benefits referred

                                       17
<PAGE>

          to in clause 6(d)(i) but also the relative fault of the Issuer on the
          one hand and the Holders on the other in connection with the
          statements or omissions or alleged statements or alleged omissions
          that resulted in such loss, claim, damage or liability (or action in
          respect thereof), as well as any other relevant equitable
          considerations.

The relative benefits received by the Issuer on the one hand and a Holder on the
other with respect to such offering and such sale shall be deemed to be in the
same proportion as the total net proceeds from the offering of the Securities
purchased under the Purchase Agreement (before deducting expenses) received by
the Issuer, on the one hand, bear to the total proceeds received by such Holder
with respect to its sale of Transfer Restricted Securities on the other.  The
relative fault of the parties shall be determined by reference to whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Issuer
and the Guarantors on the one hand or the Holders on the other, the intent of
the parties and their relative knowledge, access to information and opportunity
to correct or prevent such statement or omission.  The Issuer, the Guarantors
and each Holder agree that it would not be just and equitable if the amount of
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the first sentence of this paragraph
(d).  The amount paid or payable by an indemnified party as a result of the
loss, claim, damage or liability, or action in respect thereof, referred to
above in this Section 6 shall be deemed to include, for purposes of this Section
6, any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such
action or claim.  Notwithstanding the provisions of this Section 6, no Holder
shall be required to contribute any amount in excess of the amount by which the
total price at which the Transfer Restricted Securities purchased by it were
resold exceeds the amount of any damages which such Holder has otherwise been
required to pay by reason of any untrue or alleged untrue statement or omission
or alleged omission.  No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  The Holders' obligations to contribute as provided in this
Section 6(d) are several and not joint.

     7. RULE 144A. In the event the Issuer is not subject to Section 13 or 15(d)
of the Exchange Act, the Issuer and each of the Guarantors hereby agree with
each Holder, for so long as any Transfer Restricted Securities remain
outstanding, to make available to any Holder or beneficial owner of Transfer
Restricted Securities in connection with any sale thereof and any prospective
purchaser of such Transfer Restricted Securities from such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Securities Act in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144A.

     8. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Holder may participate
in any Underwritten Registration hereunder unless such Holder:

               (i) agrees to sell such Holder's Transfer Restricted Securities
          on the basis provided in any underwriting arrangements approved by the
          Persons entitled hereunder to approve such arrangements; and

                                       18
<PAGE>

              (ii) completes and executes all reasonable questionnaires, powers
          of attorney, indemnities, underwriting agreements, lock-up letters and
          other documents required under the terms of such underwriting
          arrangements.

     9. SELECTION OF UNDERWRITERS. The Holders of Transfer Restricted Securities
covered by the Shelf Registration Statements who desire to do so may sell such
Transfer Restricted Securities in an Underwritten Offering if approved by the
Issuer. In any such Underwritten Offering, the investment banker or investment
bankers and manager or managers that will administer the offering will be
selected by a Majority of Holders whose Transfer Restricted Securities are
included in such offering; provided, that such investment bankers and managers
must be reasonably satisfactory to the Issuer.

     10.  MISCELLANEOUS.

          (a) REMEDIES. The Issuer and the Guarantors acknowledge and agree that
     any failure by the Issuer or the Guarantors to comply with their
     obligations under Section 2 hereof may result in material irreparable
     injury to the Initial Purchasers or the Holders for which there is no
     adequate remedy at law, that it will not be possible to measure damages for
     such injuries precisely and that, in the event of any such failure, the
     Initial Purchasers or any Holder may obtain such relief as may be required
     to specifically enforce the Issuer's and the Guarantors' obligations under
     Section 2 hereof. The Issuer and the Guarantors further agree to waive the
     defense in any action for specific performance that a remedy at law would
     be adequate.

          (b) ADJUSTMENTS AFFECTING TRANSFER RESTRICTED SECURITIES. The Issuer
     and the Guarantors shall not, directly or indirectly, take any action with
     respect to the Transfer Restricted Securities as a class that would
     adversely affect the ability of the Holders of Transfer Restricted
     Securities to include such Transfer Restricted Securities in a registration
     undertaken pursuant to this Agreement.

          (c) NO INCONSISTENT AGREEMENTS. The Issuer and the Guarantors will
     not, on or after the date of this Agreement, enter into any agreement with
     respect to its securities that is inconsistent with the rights granted to
     the Holders in this Agreement or otherwise conflicts with the provisions
     hereof. In addition, the Issuer shall not grant to any of its security
     holders (other than the Holders of Transfer Restricted Securities in such
     capacity) the right to include any of its securities in the Shelf
     Registration Statement provided for in this Agreement other than the
     Transfer Restricted Securities. The Issuer has not previously entered into
     any agreement (which has not expired or been terminated) granting any
     registration rights with respect to its securities to any Person which
     rights conflict with the provisions hereof.

          (d) AMENDMENTS AND WAIVERS. This Agreement may not be amended,
     modified or supplemented, and waivers or consents to or departures from the
     provisions hereof may not be given, unless the Issuer has obtained the
     written consent of a Majority of Holders or such greater percentage of the
     Holders as required by the Indenture.

          (e) NOTICES. All notices and other communications provided for or
     permitted hereunder shall be made in writing by hand-delivery, first-class
     mail (registered or certified,

                                       19
<PAGE>

     return receipt requested), telex, facsimile transmission, or air courier
     guaranteeing overnight delivery:

               (i) if to a Holder, at the address set forth on the records of
          the registrar under the Indenture or the transfer agent of the Common
          Stock, as the case may be; and

               (ii) if to the Issuer or any of the Guarantors:

                    Apogent Technologies Inc.
                    48 Congress Street
                    Portsmouth, New Hampshire 03801
                    Attention:  Michael Bresson, Esq.
                    Fax: 603-436-3719
                    Telephone: 603-433-6131, ext. 700

                    With a copy to:

                    Quarles & Brady
                    411 East Wisconsin Avenue
                    Suite 2040
                    Milwaukee, Wisconsin 53202-4497
                    Fax: (414) 271-3552
                    Telephone: (414) 277-5169
                    Attention:  Joseph Masterson, Esq.

          All such notices and communications shall be deemed to have been duly
     given: at the time delivered by hand, if personally delivered; five
     Business Days after being deposited in the mail, postage prepaid, if
     mailed; when answered back, if telexed; when receipt acknowledged, if
     transmitted by facsimile; and on the next Business Day, if timely delivered
     to an air courier guaranteeing overnight delivery.

          (f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
     of and be binding upon the successors and assigns of each of the parties
     and any Person that becomes a Guarantor on any Roll-Up Date, including
     without limitation and without the need for an express assignment,
     subsequent Holders of Transfer Restricted Securities; provided, however,
     that (i) this Agreement shall not inure to the benefit of or be binding
     upon a successor or assign of a Holder unless and to the extent such
     successor or assign acquired Transfer Restricted Securities from such
     Holder and (ii) nothing contained herein shall be deemed to permit any
     assignment, transfer or other disposition of Transfer Restricted Securities
     in violation of the terms of the Purchase Agreement or the Indenture. If
     any transferee of any Holder shall acquire Transfer Restricted Securities,
     in any manner, whether by operation of law or otherwise, such Transfer
     Restricted Securities shall be held subject to all of the terms of this
     Agreement, and by taking and holding such Transfer Restricted Securities
     such person shall be conclusively deemed to have agreed to be bound by and
     to perform all of the terms and provisions of this Agreement.

          (g) COUNTERPARTS. This Agreement may be executed in any number of
     counterparts and by the parties hereto in separate counterparts, each of
     which when so executed

                                       20
<PAGE>

     shall be deemed to be an original and all of which taken together shall
     constitute one and the same agreement.

          (h) SECURITIES HELD BY THE ISSUER OR ITS AFFILIATES. Whenever the
     consent or approval of Holders of a specified percentage of Transfer
     Restricted Securities is required hereunder, Transfer Restricted Securities
     held by the Issuer or its "affiliates" (as such term is defined in Rule 405
     under the Securities Act) shall not be counted in determining whether such
     consent or approval was given by the Holders of such required percentage.

          (i) HEADINGS. The headings in this Agreement are for convenience of
     reference only and shall not limit or otherwise affect the meaning hereof.

          (j) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
     IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          (k) SEVERABILITY. If any one or more of the provisions contained
     herein, or the application thereof in any circumstance, is held invalid,
     illegal or unenforceable, the validity, legality and enforceability of any
     such provision in every other respect and of the remaining provisions
     contained herein shall not be affected or impaired thereby.

          (l) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
     final expression of their agreement and intended to be a complete and
     exclusive statement of the agreement and understanding of the parties
     hereto in respect of the subject matter contained herein. There are no
     restrictions, promises, warranties or undertakings, other than those set
     forth or referred to herein with respect to the registration rights granted
     by the Issuer and the Guarantors with respect to the Transfer Restricted
     Securities. This Agreement supersedes all prior agreements and
     understandings between the parties with respect to such subject matter.

                                       21
<PAGE>

     In Witness Whereof, the parties have executed this Agreement as of the date
first written above.


                              APOGENT TECHNOLOGIES INC.

                              By______________________________
                                Name:
                                Title:

                              APOGENT FINANCE COMPANY
                              APPLIED BIOTECH, INC.
                              BARNSTEAD THERMOLYNE
                              CORPORATION
                              BIOROBOTICS INC.
                              CHASE SCIENTIFIC GLASS, INC.
                              CONSOLIDATED TECHNOLOGIES, INC.
                              ERIE SCIENTIFIC COMPANY
                              ERIE SCIENTIFIC COMPANY OF PUERTO
                                RICO
                              ERIE UK HOLDING COMPANY
                              EVER READY THERMOMETER CO., INC.
                              GENEVAC INC.
                              G&P LABWARE HOLDINGS INC.
                              LAB-LINE INSTRUMENTS, INC.
                              LAB VISION CORPORATION
                              MATRIX TECHNOLOGIES CORPORATION
                              MICROGENICS CORPORATION
                              MOLECULAR BIOPRODUCTS, INC.
                              NALGE NUNC INTERNATIONAL
                                CORPORATION
                              NATIONAL SCIENTIFIC COMPANY
                              THE NAUGATUCK GLASS COMPANY
                              NERL DIAGNOSTICS CORPORATION
                              OWL SEPARATION SYSTEMS, INC.
                              REMEL INC.
                              RICHARD-ALLAN SCIENTIFIC COMPANY
                              ROBBINS SCIENTIFIC CORPORATION
                              SAMCO SCIENTIFIC CORPORATION
                              SYBRON TRANSITION CORP.
                              VACUUM PROCESS TECHNOLOGY, INC.


                              By ____________________________
                                 Name:
                                 Title:

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<PAGE>

                              LEHMAN BROTHERS INC.
                              CREDIT SUISSE FIRST BOSTON CORPORATION
                              BANC OF AMERICA SECURITIES LLC
                              ABN AMRO ROTHSCHILD LLC
                              UBS WARBURG LLC

                              BY LEHMAN BROTHERS INC.



                              By______________________________

                                Authorized Representative

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<PAGE>

                                                                       EXHIBIT A
                           APOGENT TECHNOLOGIES INC.

            FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

     BENEFICIAL OWNERS THAT DO NOT COMPLETE THIS QUESTIONNAIRE WITHIN 20
BUSINESS DAYS OF RECEIPT HEREOF AND DELIVER IT TO THE ISSUER AS PROVIDED BELOW
WILL NOT BE NAMED AS SELLING SECURITYHOLDERS IN THE PROSPECTUS AND THEREFOR WILL
NOT BE PERMITTED TO SELL ANY TRANSFER RESTRICTED SECURITIES PURSUANT TO THE
SHELF REGISTRATION STATEMENT.

     The undersigned beneficial holder of 2.25% Senior Convertible Contingent
Debt Securities (the "CODES") due 2021 of Apogent Technologies Inc. (the
"ISSUER"), or common stock, par value $0.01 per share (the "SHARES" and together
with the CODES, the "TRANSFER RESTRICTED SECURITIES") of the Issuer understands
that the Issuer and the subsidiary guarantors (the "GUARANTORS") have filed, or
intend to file, with the Securities and Exchange Commission (the "COMMISSION")
one or more registration statements (collectively, the "SHELF REGISTRATION
STATEMENT"), for the registration and resale under Rule 415 of the Securities
Act of 1933, as amended (the "SECURITIES ACT"), of the Transfer Restricted
Securities in accordance with the terms of the Registration Rights Agreement,
dated as of October 10, 2001 (the "REGISTRATION RIGHTS AGREEMENT") between the
Issuer, the Guarantors (as defined therein) and Lehman Brothers Inc., Credit
Suisse First Boston Corporation, Banc of America Securities LLC, ABN AMRO
Rothschild LLC and UBS Warburg LLC (collectively, the "INITIAL PURCHASERS"). A
copy of the Registration Rights Agreement is available from the Issuer upon
request at the address set forth below. All capitalized terms not otherwise
defined herein have the meaning ascribed thereto in the Registration Rights
Agreement.

     Each beneficial owner of Transfer Restricted Securities is entitled to the
benefits of the Registration Rights Agreement.  In order to sell or otherwise
dispose of any Transfer Restricted Securities pursuant to the Shelf Registration
Statement, a beneficial owner of Transfer Restricted Securities generally will
be required to be named as a selling securityholder in the related Prospectus,
deliver a Prospectus to purchasers of Transfer Restricted Securities and be
bound by those provisions of the Registration Rights Agreement applicable to
such beneficial owner (including certain indemnification provisions, as
described below).

     Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and the related Prospectus.
Accordingly, holders and beneficial owners of Transfer Restricted Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus.

                                     NOTICE

     The undersigned beneficial owner (the "SELLING SECURITYHOLDER") of Transfer
Restricted Securities hereby gives notice to the Issuer of its intention to sell
or otherwise dispose of Transfer Restricted Securities beneficially owned by it
and listed below in Item 3 (unless otherwise specified under Item 3) pursuant to
the Shelf Registration Statement. The

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<PAGE>

undersigned, by signing and returning this Questionnaire, understands that it
will be bound by the terms and conditions of this Questionnaire and the
Registration Rights Agreement.

     Pursuant to the Registration Rights Agreement, the undersigned has agreed
to indemnify and hold harmless the Issuer, the Guarantors, the Issuer's and the
Guarantors' respective directors, the Issuer's officers who sign the Shelf
Registration Statement and each person, if any, who controls the Issuer or the
Guarantor within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, from and against certain losses arising in
connection with statements concerning the undersigned made in the Shelf
Registration Statement or the related Prospectus in reliance upon the
information provided in this Questionnaire.

     The undersigned hereby provides the following information to the Issuer and
represents and warrants that such information is accurate and complete:

                                 QUESTIONNAIRE

1.  INFORMATION REGARDING SELLING SECURITYHOLDER

     (a) Full legal name of Selling Securityholder:  _______________________

     (b)  Full legal name of registered holder (if not the same as (a) above)
          through which Transfer Restricted Securities listed in Item (3) below
          are held:  __________________________________________________________

     (c)  Full legal name of DTC participant (if applicable and if not the same
          as (b) above) through which Transfer Restricted Securities listed in
          Item (3) are held:  __________________________________________________

2.  ADDRESS FOR NOTICES TO SELLING SECURITYHOLDERS

     Telephone:  ____________________________

     Fax:  _________________________________

     Contact Person:  ________________________

3.  BENEFICIAL OWNERSHIP OF TRANSFER RESTRICTED SECURITIES

     (a)  Type of Transfer Restricted Securities beneficially owned, and
          principal amount of Securities or number of shares of Common Stock, as
          the case may be, beneficially owned:  ____________________________

     (b)  CUSIP No(s). of such Transfer Restricted Securities beneficially
          owned:  ___________________

4.  BENEFICIAL OWNERSHIP OF THE ISSUER'S SECURITIES OWNED BY THE SELLING
    SECURITYHOLDER

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<PAGE>

     Except as set forth below in this Item (4), the undersigned is not the
beneficial or registered owner of any securities of the Issuer other than the
Transfer Restricted Securities listed above in Item (3) ("OTHER SECURITIES").

     (a)  Type and amount of Other Securities beneficially owned by the Selling
          Securityholder:  ____________________________________________

     (b)  CUSIP No(s). of such Other Securities beneficially owned:
          _________________________________________________________

5.  RELATIONSHIP WITH THE ISSUER

     Except as set forth below, neither the undersigned nor any of its
affiliates, officers, directors or principal equity holders (5% or more) has
held any position or office or has had any other material relationship with the
Issuer (or its predecessors or affiliates) during the past three years.

     State any exceptions here:  _________________________

6.  PLAN OF DISTRIBUTION

     Except as set forth below, the undersigned (including its donees or
pledgees) intends to distribute the Transfer Restricted Securities listed above
in Item (3) pursuant to the Shelf Registration Statement only as follows (if at
all).  Such Transfer Restricted Securities may be sold from time to time
directly by the undersigned or, alternatively, through underwriters, broker-
dealers or agents.  If the Transfer Restricted Securities are sold through
underwriters or broker-dealers, the Selling Securityholder will be responsible
for underwriting discounts or commissions or agent's commissions.  Such Transfer
Restricted Securities may be sold in one or more transactions at fixed prices,
at prevailing market prices at the time of sale, at varying prices determined at
the time of sale, or at negotiated prices.  Such sales may be effected in
transactions (which may involve crosses or block transactions):

          (i)  on any national securities exchange or quotation service on which
     the Transfer Restricted Securities may be listed or quoted at the time of
     sale;

          (ii) in the over-the-counter market;

          (iii) in transactions otherwise than on such exchanges or services or
     in the over-the-counter market; or

          (iv) through the writing of options.

     In connection with sales of the Transfer Restricted Securities or
otherwise, the undersigned may enter into hedging transactions with broker-
dealers, which may in turn engage in short sales of the Transfer Restricted
Securities and deliver Transfer Restricted Securities to close out such short
positions, or loan or pledge Transfer Restricted Securities to broker-dealers
that in turn may sell such securities.

                                       26
<PAGE>

     State any exceptions here:  _____________________________________________

     ________________________________________________________________________

     Note:  In no event will such method(s) of distribution take the form of an
underwritten offering of the Transfer Restricted Securities without the prior
agreement of the Issuer.

7.  INSTRUCTIONS FOR DELIVERY OF QUESTIONNAIRE

     Please return the completed and executed Questionnaire to Apogent
Technologies Inc. at:

          Apogent Technologies Inc.
          48 Congress Street
          Portsmouth, New Hampshire 03801
          Attention:  General Counsel


          ACKNOWLEDGMENTS

     The undersigned acknowledges that it understands its obligation to comply
with the provisions of the Exchange Act and the rules and regulations
promulgated thereunder relating to stock manipulation, particularly Regulation M
thereunder (or any successor rules or regulations), in connection with any
offering of Transfer Restricted Securities pursuant to the Shelf Registration
Statement.  The undersigned agrees that neither it nor any person acting on its
behalf will engage in any transaction in violation of such provisions.

     The Selling Securityholder hereby acknowledges its obligations under the
Registration Rights Agreement to indemnify and hold harmless certain persons as
set forth therein.  Pursuant to the Registration Rights Agreement, the Issuer
has agreed under certain circumstances to indemnify the Selling Securityholders
against certain liabilities.

     In accordance with the undersigned's obligation under the Registration
Rights Agreement to provide such information as may be required by law for
inclusion in the Shelf Registration Statement, the undersigned agrees to
promptly notify the Issuer of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at any time while
the Shelf Registration Statement remains effective.  All notices hereunder and
pursuant to the Registration Rights Agreement shall be made in writing at the
address set forth above.

     By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (7) above and
the inclusion of such information in the Shelf Registration Statement and the
related Prospectus. The undersigned understands that such information will be
relied upon by the Issuer in connection with the preparation or amendment of the
Shelf Registration Statement and the related Prospectus.

                                       27
<PAGE>

     IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused
this Questionnaire to be executed and delivered either in person or by its duly
authorized agent.

                              Beneficial Owner

                              By: ________________________________
                                  Name:
                                  Title:
                                  Date:

                                       28
<PAGE>

                                                                       EXHIBIT B

                   FORM OF ACKNOWLEDGEMENT TO ADD GUARANTORS


     Reference is hereby made to the Resale Registration Rights Agreement (the
"Registration Rights Agreement"), dated October 10, 2001, among Apogent
Technologies Inc., a Wisconsin corporation (the "Issuer"), the several
subsidiary guarantors from time to time partiers thereto (collectively, the
"Guarantors") and Lehman Brothers Inc., Credit Suisse First Boston Corporation,
Banc of America Securities LLC, ABN AMRO Rothschild LLC and UBS Warburg LLC
(collectively, the "Initial Purchasers"), as such Registration Rights Agreement
is amended, modified or supplemented from time to time in accordance with the
terms thereof.  Unless otherwise defined herein, terms defined in the
Registration Rights Agreement shall have the meanings given to them in the
Registration Rights Agreement.

     The undersigned hereby acknowledges and agrees with the Issuer, the
Guarantors and the Initial Purchasers (including any successors and assigns of
each of the parties and including without limitation and without the need for an
express assignment, subsequent holders of the securities referenced in the
Registration Rights Agreement) that it shall (i) become a party to the
Registration Rights Agreement effective as of the date hereof, (ii) have the
rights and obligations of a Guarantor thereunder, (iii) be bound by the terms
thereof insofar as such terms are applicable to it and (iv) perform in
accordance with the terms thereof all obligations that are required to be
performed by it as a Guarantor thereunder.



                                 [New Guarantor]


                                 By:____________________
                                    Name:
                                    Title:

Date:______________, 20__



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