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                                                                   EXHIBIT 10.43


                        SYBRON INTERNATIONAL CORPORATION
                  DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
                                    1999 PLAN


         Option granted this ___ day of _______, 19__, by SYBRON INTERNATIONAL
CORPORATION, a Wisconsin corporation (hereinafter called the "Company"), to
            (hereinafter called the "Grantee") pursuant to
the Sybron International Corporation 1999 Outside Directors' Stock Option Plan
(the "Plan"). Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Plan.

         NOW, THEREFORE, it is agreed as follows:

         1.       Number of Shares Optioned; Purchased Price. The Company grants
                  to the Grantee the right and option to purchase, on the terms
                  and conditions hereof, all or any part of an aggregate of
                  _____ shares of Company common stock, par value $0.01 per
                  share ("Company Stock"), at the purchase price of $______
                  (_____________) per share.

         2.       Period for Exercise. This Option shall become exercisable
                  immediately upon the date of grant (_______ __, 19__). All
                  rights to exercise this Option shall terminate upon the
                  earlier of (a) ten (10) years from the date the Option is
                  granted (_______ __, ____), or (b) two (2) years from the date
                  the Grantee ceases to be a Director.

         3.       Method of Exercising Option. Subject to Section 2, above, this
                  Option may be exercised in whole or in part from time to time
                  by the Grantee through written notice of the exercise given to
                  the Company specifying the number of shares to be purchased
                  and accompanied by payment in full of the exercise price
                  therefor. The exercise price may be paid in cash, by check, or
                  by delivering shares of Company Stock which have been
                  beneficially owed by the Grantee, the Grantee's spouse or both
                  of them for a period of at least six months prior to the time
                  of exercise ("Delivered Stock"), or a combination of cash and
                  Delivered Stock. Delivered Stock shall be valued at its Fair
                  Market Value determined as of the date of exercise of this
                  Option. The Grantee shall not be under any obligation to
                  exercise this Option at any time.

         4.       Method of Valuation. For all purposes of this Agreement, the
                  Fair Market Value of shares of Company Stock on any date shall
                  mean the average of the highest and lowest quoted selling
                  prices for the Company Stock on the relevant date, or (if
                  there were no sales on such date) the average of the means
                  between the highest and lowest quoted selling prices on the
                  nearest day before and the nearest day after the relevant
                  date, as reported in The Wall Street Journal or a similar
                  publication selected by the Committee.

         5.       Deferral of Exercise. If at any time the Board of Directors of
                  the Company shall determine, in its discretion, that the
                  listing, registration, or qualification of securities upon any
                  securities exchange or under any state or federal law, or the
                  consent or approval of any government regulatory body, is
                  necessary or desirable as a condition of, or in connection
                  with, the granting of this Option or the issue or purchase of
                  securities hereunder, this Option may not be exercised in
                  whole or in part unless such

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                  listing, registration, qualification, consent or approval
                  shall have been effected or obtained free of any conditions
                  not acceptable to the Board. In particular, without
                  limitation, although the Company intends to exert its best
                  efforts so that the shares purchasable upon the exercise of
                  the Option will be registered under, or exempt from the
                  registration requirements of, the federal Securities Act of
                  1933 (the "Act") and any applicable state securities law, if
                  the exercise of this Option or any part of it would otherwise
                  result in the violation by the Company of any provision of the
                  Act or of any state securities law, the Company may require
                  that such exercise be deferred until the Company has taken
                  appropriate action to avoid any such violation.

         6.       Nontransferability. This Option shall not be transferable or
                  assignable by the Grantee except by last will and testament or
                  the laws of descent and distribution and shall be exercisable
                  during the Grantee's lifetime only by the Grantee or by the
                  Grantee's guardian or legal representative; provided, however,
                  that the Committee may amend this Option to provide for
                  transferability of this Option in whole or in part to family
                  members of the Grantee or to trusts or partnerships for such
                  family members. In the event of Grantee's death, the Grantee's
                  beneficiary designated pursuant to Section 14 of this Option
                  or, in the absence of any such designation, the personal
                  representative of the Grantee's estate or the person or
                  persons to whom this Option is transferred by will or the laws
                  of descent and distribution may exercise this Option in
                  accordance with its terms.

         7.       Rights as Shareholder. The Grantee shall not be deemed the
                  holder of any shares covered by this Option until such shares
                  are fully paid and issued to him/her upon exercise of this
                  Option.

         8.       Changes in Stock. In the event any stock dividend is declared
                  upon the Company Stock, or if there is any stock split, stock
                  distribution or other recapitalization of the Company with
                  respect to the Company Stock, resulting in a split or
                  combination or exchange of shares, the number and kind of
                  shares then subject to this Option and the per share purchase
                  price therefor shall be proportionately and appropriately
                  adjusted without any change in the aggregate purchase price to
                  be paid therefor.

         9.       Notices. Any notice to be given to the Company under the terms
                  of this Option shall be addressed to the Company, in care of
                  its Secretary, at 411 East Wisconsin Avenue, 24th Floor,
                  Milwaukee, Wisconsin 53202. Any notice to be given to the
                  Grantee may be addressed to the Grantee at his/her address as
                  it appears on the Company's records, or at such other address
                  as either party may hereafter designate in writing to the
                  other. Any such notice shall be deemed to have been duly given
                  if and when enclosed in a properly sealed envelope or wrapper
                  addressed as aforesaid, certified and deposited, postage
                  prepaid, in a post office or branch post office regularly
                  maintained by the United States Government.

         10.      Provisions of the Plan Controlling. This Option is subject in
                  all respects to the provisions of the Plan. In the event any
                  conflict between any provision of this Option and the
                  provisions of the Plan, the provisions of the Plan shall
                  control. Grantee hereby acknowledges receipt of a copy of the
                  Plan.

         11.      Successors. All obligations of the Company under the Plan
                  shall be binding on any successor to the Company, whether the
                  existence of such successor is the result of a

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                  direct or indirect purchase, merger, consolidation, or
                  otherwise, of all or substantially all of the business and/or
                  assets of the Company.

         12.      Government and Other Regulations. The obligation of the
                  Company to sell and deliver shares of stock pursuant to an
                  exercise of this Option shall be subject to all applicable
                  laws, rules and regulations and the obtaining of all such
                  approvals by governmental agencies as may be deemed necessary
                  or desirable by the Board of Directors of the Company,
                  including (without limitation) the satisfaction of any
                  applicable federal, state and local tax withholding
                  requirements (subject to the provisions of Section 6.05 of the
                  Plan).

         13.      Construction. Except as otherwise required by applicable
                  federal laws, this Option shall be governed by, and construed
                  in accordance with, the laws of the state of the Company's
                  incorporation.

         14.      Beneficiary Designation. The Grantee may, from time to time,
                  name any beneficiary or beneficiaries (who may be named
                  contingently or successively) who shall be entitled to
                  exercise this Option in accordance with its terms in the event
                  of Grantee's death before he or she exercises (or transfers,
                  if permitted by the Committee) all of his or her outstanding
                  options. Each such designation shall revoke all prior
                  designations, shall be in a form prescribed by the Company,
                  and will be effective only when filed by the Grantee in
                  writing with the Human Resources Department of the Company.

         IN WITNESS WHEREOF, the Company has caused these presents to be
executed in its behalf by its President and attested by its Secretary or one of
its Assistant Secretaries, and the Grantee has hereunto set his/her hand and
seal, all as of the day and year first above written, which is the date of the
granting of the Option evidenced hereby.


                                        SYBRON INTERNATIONAL CORPORATION



                                        By:
                                           -------------------------------------
                                            President


ATTEST:


---------------------------



                                        ----------------------------------(Seal)
                                        Grantee


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