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                                                                     EXHIBIT 2.7


                    INTERIM ADMINISTRATIVE SERVICES AGREEMENT


         This INTERIM ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement") is
made as of December 11, 2000, by and between SYBRON INTERNATIONAL CORPORATION, a
Wisconsin corporation ("Sybron"), and SYBRON DENTAL SPECIALITIES, INC. (formerly
known as "SDS Holding Co."), a Delaware corporation ("SDS").

                                    RECITALS

         WHEREAS, pursuant to the Contribution Agreement, Plan and Agreement of
Reorganization and Distribution between the parties dated as of November 28,
2000 (the "Contribution Agreement") and pursuant to certain other agreements of
even date herewith, Sybron is transferring, or will transfer, to SDS, all of the
Dental Assets (as defined in the General Assignment, Assumption and Agreement
regarding Litigation, Claims and Other Liabilities (executed by the parties of
even date herewith);

         WHEREAS, after the Effective Date, SDS will operate the Dental Business
as a separate publicly traded company and Sybron will operate the Laboratory
Business (as defined in the Contribution Agreement) as a separate publicly
traded company;

         WHEREAS, prior to the Effective Date, Sybron provided various
administrative support services to the Dental Business and the Laboratory
Business;

         WHEREAS, after the Effective Date, SDS and Sybron will have a need for
the provision of certain administrative support services, which will have been
assumed by the other party; and

         WHEREAS, SDS desires and Sybron is willing to provide certain
administrative support services for SDS's operations for certain specified
interim periods after the Effective Date solely for the purpose of assisting SDS
in the transition, and Sybron desires and SDS is willing to provide certain
other administrative support services for Sybron's operations for certain
specified interim periods after the Effective Date solely for the purpose of
assisting Sybron in the transition.

         NOW, THEREFORE, in consideration of the premises and the mutual
promises contained in this Agreement and the other Contribution Documents, the
parties hereto agree as follows:



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         1. Services.

                  (a)      Subject to the terms and conditions provided herein,
                           Sybron shall provide SDS with the following services
                           (the "Sybron Services") on an interim basis,
                           consisting of:

                           (i)      "Accounting Services," which shall mean the
                                    accounting services previously provided by
                                    Sybron to the Dental Business;

                           (ii)     "Tax Management Services," which shall mean
                                    the tax management services previously
                                    provided by Sybron to the Dental Business;

                           (iii)    "Legal Services," which shall mean the legal
                                    services previously provided by Sybron to
                                    the Dental Business; and

                           (iv)     "Treasury/Cash Management Services," which
                                    shall mean the treasury and cash management
                                    services previously provided by Sybron to
                                    the Dental Business.

                  (b)      Subject to the terms and conditions provided herein,
                           SDS shall provide Sybron with "Insurance/Risk
                           Management Services" on an interim basis, which shall
                           mean the procurement of property, casualty and
                           related insurance policies and the administration of
                           claims and rights, and which shall include, but not
                           be limited to, the availability of Mr. Stephen
                           Tomassi for discussion and conferral regarding
                           matters related to his previous employment with
                           Sybron.

                  (c)      The "Sybron Services" and the "Insurance/Risk
                           Management Services" may be referred to herein
                           collectively as the "Services."

         2. Agreement Principles and Guidelines.

                  (a)      By this Agreement, Sybron and SDS seek to implement
                           the general principle that, with the exceptions noted
                           herein or in the Contribution Agreement, Sybron will
                           provide Sybron Services to SDS and the Dental
                           Business Subsidiaries (as defined in the Contribution
                           Agreement) on an interim basis in a scope similar to
                           those provided by Sybron prior to the Effective Date
                           while it is not reasonably feasible for SDS to
                           provide such Sybron Services independently for
                           itself, and SDS will provide Insurance/Risk
                           Management Services to Sybron and the Laboratory
                           Business Subsidiaries (as defined in the Contribution
                           Agreement) on an interim basis in a scope similar to
                           those previously provided by Sybron prior to the
                           Effective Date while it is not reasonably feasible
                           for Sybron to provide such Insurance/Risk Management
                           Services independently for itself.




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                  (b)      Sybron does not promise, covenant, or agree to
                           provide a greater level or magnitude of Sybron
                           Services than those which were previously provided to
                           the Dental Business by Sybron. SDS acknowledges and
                           covenants to use reasonable efforts to independently
                           provide such Sybron Services for itself and its
                           subsidiaries as soon as reasonably feasible. If
                           reasonably feasible, SDS will provide such Sybron
                           Services for itself prior to the term limits set
                           forth in Section 4 of this Agreement. Each party
                           hereby acknowledges that the requirement for SDS to
                           use reasonable efforts to independently provide such
                           Sybron Services as soon as reasonably feasible is a
                           material element and condition to this Agreement and
                           that failure to fully comply with such provision will
                           give rise to, among other provisions, the termination
                           rights set forth in Section 4(c) of this Agreement.
                           Nothing in this Agreement shall be construed to cause
                           Sybron to become a service bureau or to perform a
                           Sybron Service which it cannot provide without (i) a
                           conflict with a third-party contract to which Sybron
                           or one of its subsidiaries is a party or (ii) a
                           breach of any third-party contract to which Sybron or
                           one of its subsidiaries is a party. In no event will
                           Sybron be responsible for any damages if it is unable
                           to offer or continue to provide a Sybron Service to
                           SDS or its subsidiaries pursuant to this paragraph.

                  (c)      SDS does not promise, covenant, or agree to provide a
                           greater level or magnitude of Insurance/Risk
                           Management Services than that which was previously
                           provided to the Laboratory Business by Sybron. Sybron
                           acknowledges and covenants to use reasonable efforts
                           to independently provide such Insurance/Risk
                           Management Services for itself and its subsidiaries
                           as soon as reasonably feasible. If reasonably
                           feasible, Sybron will provide such Insurance/Risk
                           Management Services for itself prior to the term
                           limits set forth in Section 4 of this Agreement. Each
                           party hereby acknowledges that the requirement for
                           Sybron to use reasonable efforts to independently
                           provide such Insurance/Risk Management Services as
                           soon as reasonably feasible is a material element and
                           condition to this Agreement and that failure to fully
                           comply with such provision will give rise to, among
                           other provisions, the termination rights set forth in
                           Section 4(c) of this Agreement. Nothing in this
                           Agreement shall be construed to cause SDS to become a
                           service bureau or to perform a Insurance/Risk
                           Management Services which it cannot provide without
                           (i) a conflict with a third-party contract to which
                           SDS or one of its subsidiaries is a party or (ii) a
                           breach of any third-party contract to which SDS or
                           one of its subsidiaries is a party. In no event will
                           SDS be responsible for any damages if it is unable to
                           offer or continue to provide Insurance/Risk
                           Management Services to Sybron or its subsidiaries
                           pursuant to this paragraph.

         3. Fees and Additional Charges. The parties agrees to pay the fees
described on Schedule 1 hereto for the Services received.




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                  (a)      Additional Charges. In addition to the charges set
                           forth on Schedule 1, the parties agree to pay for any
                           manufacturers, sales, use, excise, personal property,
                           or any other tax or charge, or duty or assessment
                           cost, expense, or fee attributable to the execution
                           or performance of any Service pursuant to this
                           Agreement, except: (i) any income, franchise, doing
                           business or similar taxes levied or assessed on or
                           based on such party's income, capital stock or other
                           similar base, and (ii) employment taxes with respect
                           to employees of such party (including, but not
                           limited to, unemployment taxes, social security taxes
                           and income tax withholdings). The parties also agree
                           to pay any fee, expense, or charge associated with
                           obtaining consents from any third party necessary to
                           offer any Service under this Agreement. Each party
                           also agrees to reimburse the other party for its
                           reasonable out-of-pocket expenses directly
                           attributable to the provision of Services hereunder.

                  (b)      Terms of Payment. Each party shall pay the other's
                           fees and any additional charges owed within thirty
                           (30) days of invoice. Each party shall also pay any
                           collection fees and reasonable attorneys' fees
                           incurred by the other party in collecting payment of
                           the charges and other amounts for which the party is
                           liable under the terms and conditions of this
                           Agreement. Without limiting the foregoing, if a party
                           is more than two months in arrears on any payment,
                           the other party may terminate this Agreement pursuant
                           to the provisions of Section 14(d).

         4. Term.

                  (a)      This Agreement shall be effective upon the Effective
                           Date. Subject to the requirement set forth in Section
                           2 of this Agreement that each party must use
                           reasonable efforts to independently provide such
                           Services when reasonably feasible, Sybron shall
                           perform each of the Sybron Services for a six-month
                           term and SDS shall perform the Insurance/Risk
                           Management Services for a six-month term. Each
                           Service shall have its own six-month term (a "Service
                           Period"). The early termination, extension, or other
                           change to any Service Period shall not affect the
                           term of any other Service Period.

                  (b)      The party providing any Service may, at its sole
                           discretion, and upon request of the other party at
                           least thirty (30) days prior to termination of any
                           Service Period, extend the Service Period for an
                           additional period not greater than three months. The
                           Services will then be offered at a rate of up to 200%
                           of the billing rate in effect at such time.

                  (c)      The party receiving any Service may, at its sole
                           discretion, terminate the Service upon providing
                           notice of such termination to the other party.

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                  (d)      SDS may promptly terminate this Agreement upon
                           written notice to Sybron with cause for any material
                           breach of this Agreement by Sybron, unless within a
                           period of fifteen (15) days after written notice
                           Sybron remedies the breach or proposes a course of
                           action, reasonably acceptable to SDS to remedy the
                           breach within a reasonable time. Sybron may promptly
                           terminate this Agreement upon written notice to SDS
                           with cause for any material breach of this Agreement
                           by SDS, unless within a period of fifteen (15) days
                           after written notice SDS remedies the breach or
                           proposes a course of action, reasonably acceptable to
                           Sybron, to remedy the breach within a reasonable
                           time. This Agreement will terminate automatically (to
                           the extent permitted by law at the time) in the event
                           either party files a petition in bankruptcy, becomes
                           insolvent, makes an assignment for the benefit of
                           creditors or an arrangement pursuant to any
                           bankruptcy law, or discontinues its business or has a
                           receiver appointed for it.

                  (e)      Upon any termination hereunder, each party will
                           promptly pay any charges or fees owed to the other
                           party.

         5. Subsidiaries. To the extent such Services were previously provided
to subsidiaries of SDS or Sybron, as the case may be, all Services shall be
included as part of the Services provided under this Agreement and shall be
performed in accordance with the terms and conditions of this Agreement. The
parties agree that each is responsible for assuring compliance with the
Agreement by their respective subsidiaries and further agree to be responsible
for the compliance with such subsidiaries' obligations in order to allow the
other party to offer the above described Services.

         6. Systems Modification; Amendment of Services. Each party, at its sole
discretion, may modify, amend, enhance, update or provide an appropriate
replacement for any of the software used to provide the Services or any element
of its computer systems (hardware or software) at any time.

         7. Responsibility.

                  (a)      General. The parties agree to perform the Services in
                           a reasonable manner, which is similar to the manner
                           in which each party provides services for its own
                           operations, and assumes no other or higher degree of
                           care. Except as specifically provided herein, neither
                           party assumes any other obligations as to
                           performance, timing or quality of the Services
                           provided under this Agreement; all risks of error are
                           expressly and solely assumed by the party receiving a
                           Service, and the party providing the Service shall
                           not be responsible for loss or damage due to delays
                           in providing the Services under this Agreement. NO
                           PARTY WILL IN ANY EVENT BE LIABLE FOR ANY INDIRECT,
                           INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCURRED BY THE
                           OTHER PARTY INCLUDING, BUT NOT LIMITED TO, LOST
                           PROFITS OR BUSINESS OPERATION LOSS, REGARDLESS OF
                           WHETHER THE PARTY WAS ADVISED OF THE POSSIBLE
                           OCCURRENCE OF SUCH DAMAGES.





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                  (b)      Reliance on the Other Party. In connection with the
                           foregoing, each party agrees that such party, such
                           party's subsidiaries, and its and their employees
                           will have a significant impact on the timing and
                           quality of the performance of the Services offered.
                           Each party will provide the Services described in
                           this Agreement on the basis of information and/or
                           instructions furnished by the other party. The party
                           providing a Service shall be entitled to rely upon
                           any such data, information, or instructions as
                           provided by the other party. If any error results
                           from incorrect input supplied by the party receiving
                           a Service, that party shall be responsible for
                           discovering and reporting such error and supplying
                           the information or instruction necessary to correct
                           such error to the other party. The party providing a
                           Service may rely upon any instrument, signature,
                           instruction or telephone call from any employee of
                           the other party, or an employee of the other party's
                           subsidiaries, as to Services requested under this
                           Agreement. In connection with providing such
                           Services, the party providing the Service shall not
                           be liable for any action taken or omitted by it in
                           good faith and believed to have been authorized by
                           the other party, its subsidiaries, or its or their
                           employees.

         8. Warranties. EXCEPT AS SPECIFICALLY DESCRIBED IN THIS AGREEMENT, EACH
PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESSED OR
IMPLIED INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

         9. Force Majeure. Neither party shall be liable to the other party if
its fulfillment or performance of any terms or provisions of this Agreement is
delayed or prevented by revolution or other civil disorders, wars, act of
enemies, strikes, electrical equipment availability failures, labor disputes,
fires, floods, act of God, federal, state, or municipal action, statute,
ordinance or regulation, or, without limiting the foregoing, any other causes
not within its reasonable control, and which by the exercise of reasonable
diligence it is unable to prevent, whether of the class of causes hereinbefore
enumerated or not. In case of emergency, each party may also select the order,
timeliness, or availability of providing any Services to other party.

         10. Employees. All employees of Sybron or its subsidiaries providing
Services under this Agreement to SDS or its subsidiaries will remain employees
of Sybron or its subsidiaries, as the case may be, and all employees of SDS or
its subsidiaries providing Services under this Agreement to Sybron or its
subsidiaries will remain employees of SDS or its subsidiaries or its
subsidiaries, as the case may be.

         11. Confidentiality. The parties recognize that the rendering of
Services will be governed by the Confidentiality and Nondisclosure Agreement
entered into by the parties in connection with the transactions contemplated by
the Contribution Agreement, except that the confidentiality requirements of both
parties will survive after termination of the Services under this Agreement,
regardless of the reason for termination. In the event of any dispute concerning
confidentiality, the parties agree to utilize the provisions of Section 12.




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         12. Dispute Resolution Procedure. In the event that any dispute or
difference arises between the parties relating to the interpretation or
performance of this Agreement, the parties shall comply with the dispute
resolution procedures prescribed in Article V of the Contribution Agreement.

         13. Notices.

         All notices and communications required or permitted under this
Agreement shall be in writing and any communication or delivery hereunder shall
be deemed to have been duly made if personally delivered, or if mailed by first
class mail, postage prepaid, or by air express service, with charges prepaid and
addressed as follows:

                If to Sybron:              Sybron International Corporation
                                           411 East Wisconsin Avenue
                                           Milwaukee, Wisconsin 53202
                                           Attention: General Counsel

                If to SDS:                 Sybron Dental Specialities, Inc.
                                           1717 West Collins Avenue
                                           Orange, California 92867
                                           Attention: General Counsel

          Either party may by written notice so delivered to the other, change
the address to which future delivery shall be made.

         14. Miscellaneous.

                  (a)      Entire Agreement. This Agreement and the other
                           Contribution Documents constitute the entire
                           understanding of the parties hereto with respect to
                           the subject matter hereof, superseding all
                           negotiations, prior discussions and prior agreements
                           and understandings relating to their subject matter;
                           provided, however, that the specific provisions of
                           any other agreement between the parties executed and
                           delivered by the parties in connection with the
                           closing under the Contribution Agreement shall not be
                           superseded by this Agreement and to the extent any
                           such other agreement is in conflict herewith, such
                           specific agreement shall control.

                  (b)      Assignment. This Agreement and all the provisions
                           hereof shall be binding upon and inure to the benefit
                           of the parties and their respective successors and
                           permitted assigns, but neither this Agreement nor any
                           of the rights, interests or obligations hereunder
                           shall be assigned by either party without the prior
                           written consent of the other party; except that this
                           Agreement may be assigned to a parent or subsidiary
                           of a party, or to a third party acquiring



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                           substantially all of the assets of a party, without
                           such prior written consent to such an assignment,
                           provided that any such third party expressly assumes,
                           and agrees to be bound by the terms of, this
                           Agreement, and provided further that the assigning
                           party shall not be relieved of any of its obligations
                           hereunder in the event of such an assignment.

                  (c)      No Third Party Beneficiaries. This Agreement is
                           solely for the benefit of the parties and is not
                           intended to confer upon any person except the parties
                           any rights or remedies hereunder. There are no third
                           party beneficiaries to this Agreement.

                  (d)      Written Amendment and Waiver. This Agreement may not
                           be altered or amended nor any rights hereunder be
                           waived, except by an instrument in writing executed
                           by the party or parties to be charged with the
                           amendment or waiver.

                  (e)      Limited Amendment or Waiver. No waiver of any term,
                           provision or condition of this Agreement or failure
                           to exercise any right, power or remedy or failure to
                           enforce any provision of this Agreement, in any one
                           or more instances, shall be deemed to be a further or
                           continuing waiver of any such term, provision or
                           condition or as a waiver of any other term, provision
                           or condition or enforcement right of this Agreement
                           or deemed to be an impairment of any right, power or
                           remedy or acquiescence to any breach.

                  (f)      Reformation and Severability. If any provision of
                           this Agreement shall be held to be invalid,
                           unenforceable or illegal in any jurisdiction under
                           any circumstances for any reason, (a) that provision
                           shall be reformed to the minimum extent necessary to
                           cause such provision to be valid, enforceable and
                           legal and preserve the original intent of the
                           parties, or (b) if that provision cannot be so
                           reformed, it shall be severed from this Agreement.
                           The holding shall not affect or impair the validity,
                           enforceability or legality of the provision in any
                           other jurisdiction or under any other circumstances.
                           Neither the holding nor the reformation or severance
                           shall affect or impair the legality, validity or
                           enforceability of any other provision of this
                           Agreement to the extent that the other provision is
                           not itself actually in conflict with any applicable
                           law. Upon a determination that any term or provision
                           is invalid, unenforceable or illegal, the parties
                           hereto shall negotiate in good faith to modify this
                           Agreement so as to effect the original intent of the
                           parties as closely as possible.

                  (g)      Jurisdiction. This Agreement shall be governed and
                           construed and enforced in accordance with the
                           internal laws of the State of Wisconsin (without
                           regard to conflict of law principles) as to all
                           matters including, without




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                           limitation, matters of validity, construction,
                           effect, performance and remedies.

                  (h)      Titles and Headings. All titles and headings have
                           been inserted solely for the convenience of the
                           parties and are not intended to be a part of this
                           Agreement or to affect its meaning or interpretation.

                  (i)      Counterparts. This Agreement, and any other agreement
                           to be executed in connection herewith, may be
                           executed in two or more counterparts, each of which
                           shall be deemed an original, but all of which
                           together shall constitute one and the same
                           instrument.

                  (j)      Effectiveness. This Agreement shall become effective
                           at the Effective Date and may be terminated by Sybron
                           at any time prior thereto without any liability on
                           either party's part.




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          IN WITNESS WHEREOF the parties have caused this Agreement to be
executed as of the date first above written by their duly authorized officers.


                                  SYBRON INTERNATIONAL CORPORATION



                                  By: /s/ KENNETH F. YONTZ
                                     -----------------------------------------
                                  Name:  Kenneth F. Yontz
                                  Title: President and Chief Executive Officer


                                  SYBRON DENTAL SPECIALTIES, INC.



                                  By: /s/ FLOYD W. PICKRELL, JR.
                                     -----------------------------------------
                                  Name:  Floyd W. Pickrell, Jr.
                                  Title: President and Chief Executive Officer


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                                   SCHEDULE 1
                                      FEES


1.       SDS shall pay Sybron $32,000 per month for the Sybron Services. This
         amount consists of $8,000 per month for each of the four Sybron
         Services.

2.       Sybron shall pay SDS $15,000 per month for the Insurance/Risk
         Management Services.