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                                                                     EXHIBIT 2.5


                           EMPLOYEE BENEFITS AGREEMENT

         This EMPLOYEE BENEFITS AGREEMENT (this "Agreement") is made as of
December 11, 2000, by and between SYBRON INTERNATIONAL CORPORATION, a Wisconsin
corporation with offices at 411 East Wisconsin Avenue, Milwaukee, Wisconsin
53202 ("Sybron"), and SYBRON DENTAL SPECIALTIES, INC. (FORMERLY KNOWN AS "SDS
HOLDING CO."), a Delaware corporation with offices at 1717 West Collins Avenue,
Orange, California 92867 ("SDS"). Capitalized terms used herein, and not
otherwise defined, shall have the respective meanings assigned to them in
Article I hereof.

                                    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); and

         WHEREAS, the parties hereto intend that this Agreement shall govern the
rights and obligations of Sybron and the Laboratory Business Subsidiaries (as
defined in the Contribution Agreement) and SDS and the Dental Business
Subsidiaries with respect to employee benefits in connection with the
transactions effected by the Contribution Agreement.

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

                                    ARTICLE I

                                   DEFINITIONS

         Whenever used in this Agreement, the following capitalized terms shall
have the respective meanings assigned to them below:

         1.1. "Active Dental Business Employees" means those employees who are
actively working for SDS or the Dental Business Subsidiaries immediately prior
to the Effective Date (as defined in the Contribution Agreement) and those
employees who are not actively working for such companies immediately prior to
the Effective Date solely by reason of vacation, sick leave, family or medical
leave, military leave, short-term disability leave, long-term disability leave,
leave compensated by workers' compensation or other leave of absence or layoff
or strike, but excluding persons for whom the employment relationship with SDS
and the Dental Business Subsidiaries was terminated prior to the Effective Date,
whether by retirement, discharge, voluntary termination or death.



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         1.2. "Affiliate" means (a) with respect to Sybron (i) any corporation
(other than Sybron) which is a member of a controlled group of corporations (as
defined in section 414(b) of the Code) with Sybron, (ii) any trade or business
(other than Sybron), whether or not incorporated, which is under common control
(as defined in section 414(c) of the Code) with Sybron, (iii) any trade or
business (other than Sybron) which is a member of an affiliated service group
(as defined in section 414(m) of the Code) of which Sybron is also a member, and
(iv) any other entity which is required to be aggregated with Sybron under
section 414(o) of the Code; and (b) with respect to SDS (i) any corporation
(other than SDS) which is a member of a controlled group of corporations (as
defined in section 414(b) of the Code) with SDS, (ii) any trade or business
(other than SDS), whether or not incorporated, which is under common control (as
defined in section 414(c) of the Code) with SDS, (iii) any trade or business
(other than SDS) which is a member of an affiliated service group of which SDS
is also a member, and (iv) any other entity which is required to be aggregated
with SDS under section 414(o) of the Code; provided, however, that the term
"Affiliate" shall not mean, with respect to Sybron or SDS, respectively, any
corporation, unincorporated trade or business, or any other entity prior to the
date such corporation, unincorporated trade or business, or other entity
satisfies the affiliation or control tests of (a) or (b) above, or any
corporation, unincorporated trade or business, or any other entity after the
date on which such corporation, trade or business, or other entity ceases to
satisfy such control or affiliation tests. For purposes of this Agreement,
Sybron and its Affiliates shall not be considered Affiliates of SDS and its
Affiliates, and SDS and its Affiliates shall not be considered Affiliates of
Sybron and its Affiliates, as of the Effective Date.

         1.3. "Agreement" means this Employee Benefits Agreement and all
amendments made hereto from time to time.

         1.4. "COBRA" means the continuation coverage requirements for "group
health plans" under Title X of the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended from time to time, and as codified in section 4980B of
the Code and sections 601 through 608 of ERISA.

         1.5. "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

         1.6. "Dental Business Employees" means, collectively, Active Dental
Business Employees and Former Dental Business Employees.

         1.7. "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.

         1.8. "Former Dental Business Employees" means those former employees of
SDS or the Dental Business Subsidiaries for whom the employment relationship
with SDS and the Dental Business Subsidiaries was terminated prior to the
Effective Date, whether by retirement, discharge, voluntary termination or
death.

         1.9. "Laboratory Business Employees" means any employee or former
employee of Sybron or the Laboratory Business Subsidiaries.

         1.10. "Participating Employer" means: (a) Sybron, (b) any Person (other
than an individual) that Sybron has approved for participation in, has accepted
participation in, and



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which is participating in, any Sybron Benefit Plan; or (c) any Person (other
than an individual) which, by the terms of any Sybron Benefit Plan, participates
in such Sybron Benefit Plan or whose employees, by the terms of such Plan,
participate in or are covered by such Sybron Benefit Plan.

         1.11. "Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization, and a governmental entity or any
department, agency, political subdivision, or instrumentality thereof.

         1.12. "Plan" means any written or oral plan, policy, program, payroll
practice, arrangement, contract, trust, insurance policy, or any agreement or
funding vehicle providing benefits to employees, former employees or directors
of any member of the Sybron Group or the SDS Group.

         1.13. "QDRO" means a domestic relations order which qualifies under
section 414(p) of the Code and section 206(d) of ERISA and which creates or
recognizes an alternate payee's right to, or assigns to an alternate payee, all
or a portion of the benefits payable to a participant under any Sybron Pension
Plan or SDS Pension Plan.

         1.14. "SDS Accident and Sickness Plan" means the Sybron Dental
Specialties, Inc. Accident and Sickness Plan, an SDS Welfare Plan which SDS or
the Dental Business Subsidiaries shall establish, on or after the Effective
Date, pursuant to Section 8.1(a), for the benefit of eligible Dental Business
Employees, and which is listed on Schedule 2.

         1.15. "SDS Accidental Death & Dismemberment Plan" means the Sybron
Dental Specialties, Inc. Accidental Death & Dismemberment Plan, an SDS Welfare
Benefit Plan which SDS or the Dental Business Subsidiaries shall establish, on
or after the Effective Date, pursuant to Section 8.1(a), for the benefit of
eligible Dental Business Employees, and which is listed on Schedule 2.

         1.16. "SDS Benefit Plans" means, collectively, all SDS Pension Plans
and SDS Welfare Plans which SDS or the Dental Business Subsidiaries shall
establish or continue to maintain, on or after the Effective Date, pursuant to
this Agreement, for the benefit of eligible Dental Business Employees or their
dependents and beneficiaries, and which are listed on Schedule 2.

         1.17. "SDS Cafeteria Plan" means the Sybron Dental Specialties, Inc.
Cafeteria Plan, an SDS Welfare Plan which SDS or the Dental Business
Subsidiaries shall establish, on or after the Effective Date, pursuant to
Section 8.1(a), for the benefit of eligible Dental Business Employees, and which
is listed on Schedule 2.

         1.18. "SDS Dental Health Care Plan" means the Sybron Dental
Specialties, Inc. Plan for Dental Health Care, an SDS Welfare Plan which SDS or
the Dental Business Subsidiaries shall establish, on or after the Effective
Date, pursuant to Section 8.1(a), for the benefit of eligible Dental Business
Employees, and which is listed on Schedule 2.

         1.19. "SDS Dental Plan for Kerr Union" means the Midwestern Dental Plan
for Kerr Union which, prior to the Effective Date, was a Sybron Welfare Plan
which the Dental Business


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Subsidiaries maintained as the Sybron Dental Plan for Kerr Union solely for the
benefit of eligible Dental Business Employees and which SDS or the Dental
Business Subsidiaries shall continue to maintain, as an SDS Welfare Plan, on or
after the Effective Date, pursuant to Section 8.2, for the benefit of eligible
Dental Business Employees, and which is listed on Schedule 2.

         1.20. "SDS Employee Assistance Plan" means the Employee Assistance Plan
which, prior to the Effective Date, was a Sybron Welfare Plan which the Dental
Business Subsidiaries maintained solely for the benefit of eligible Dental
Business Employees and which SDS or the Dental Business Subsidiaries shall
continue to maintain, as an SDS Welfare Plan, on or after the Effective Date,
pursuant to Section 8.2, for the benefit of eligible Dental Business Employees,
and which is listed on Schedule 2.

         1.21. "SDS Group" means SDS and each Affiliate of SDS, but not
including Sybron and each Affiliate of Sybron.

         1.22. "SDS Group Life Insurance Plan" means the Sybron Dental
Specialties, Inc. Group Life Insurance Plan, an SDS Welfare Plan which SDS or
the Dental Business Subsidiaries shall establish, on or after the Effective
Date, pursuant to Section 8.1(a), for the benefit of eligible Dental Business
Employees, and which is listed on Schedule 2.

         1.23. "SDS Kerr UAW Union Retirement Plan" means the Retirement Plan of
Kerr Corporation for its Employees Represented for Collective Bargaining by
International Union, United Automobile, Aerospace and Agricultural Implement
Workers of America (UAW) and Its West Side Local 174, UAW which, prior to the
Effective Date, was a Sybron Pension Plan which the Dental Business Subsidiaries
maintained solely for the benefit of eligible Dental Business Employees and
which SDS or the Dental Business Subsidiaries shall continue to maintain, as an
SDS Pension Plan, on or after the Effective Date, pursuant to Section 5.2(a),
for the benefit of eligible Dental Business Employees, and which is listed on
Schedule 2.

         1.24. "SDS Long Term Disability Plan" means the Sybron Dental
Specialties, Inc. Long Term Disability Plan, an SDS Welfare Plan which SDS or
the Dental Business Subsidiaries shall establish, on or after the Effective
Date, pursuant to Section 8.1(a), for the benefit of eligible Dental Business
Employees, and which is listed on Schedule 2.

         1.25. "SDS Medical Plans" means, collectively, the BlueCross of
California Medical Plans (Active Employees), the BlueCross of California Retiree
Medical Plans, the CHIP Medical Plan for Metrex, the HAP Medical Plan for Kerr
Union Active and Retired, the MEDICA Medical Plan for Pinnacle, the BlueCare
Network HMO Medical Plan for Kerr Union, the Express Script Prescription Plan
for Retirees, and the Vision Service Plan which, prior to the Effective Date,
were Sybron Welfare Plans which the Dental Business Subsidiaries maintained
solely for the benefit of eligible Dental Business Employees and which SDS or
the Dental Business Subsidiaries shall continue to maintain, as SDS Medical
Plans, on or after the Effective Date, pursuant to Section 8.2, for the benefit
of eligible Dental Business Employees, and which are listed on Schedule 2.

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         1.26. "SDS Pension Plan" means any employee pension benefit Plan, as
defined in section 3(2) of ERISA (or in any corresponding provisions of
applicable foreign law), which SDS or the Dental Business Subsidiaries shall
establish or continue to maintain, on or after the Effective Date, pursuant to
this Agreement, for the benefit of eligible Dental Business Employees or their
dependents or beneficiaries, and which is listed on Schedule 2.

         1.27. "SDS Pension Plan for Sybron Canada" means the Pension Plan for
Employees of Sybron Canada Limited which, prior to the Effective Date, was a
Sybron Pension Plan which the Dental Business Subsidiaries maintained solely for
the benefit of eligible Dental Business Employees and which SDS or the Dental
Business Subsidiaries shall continue to maintain, as an SDS Pension Plan, on or
after the Effective Date, pursuant to Section 7.1, for the benefit of eligible
Dental Business Employees, and which is listed on Schedule 2.

         1.28. "SDS Retirement Security Plan" means the Sybron Dental
Specialties, Inc. Retirement Security Plan, an SDS Pension Plan which SDS or the
Dental Business Subsidiaries shall establish, on or after the Effective Date,
pursuant to Section 5.1(a), for the benefit of eligible Active Dental Business
Employees, and which is listed on Schedule 2.

         1.29. "SDS Savings and Thrift Plan" means the Sybron Dental
Specialties, Inc. Savings and Thrift Plan, an SDS Pension Plan which SDS or the
Dental Business Subsidiaries shall establish, on or after the Effective Date,
pursuant to Section 4.1(a), for the benefit of eligible salaried and hourly
non-union Dental Business Employees, and which is listed on Schedule 2.

         1.30. "SDS Transnational Retirement Scheme" means the Sybron
Transnational Retirement Scheme which, prior to the Effective Date, was a Sybron
Pension Plan which the Dental Business Subsidiaries maintained solely for the
benefit of eligible Dental Business Employees and which SDS or the Dental
Business Subsidiaries shall continue to maintain, as an SDS Pension Plan, on or
after the Effective Date, pursuant to Section 7.2, for the benefit of eligible
Dental Business Employees, and which is listed on Schedule 2.

         1.31. "SDS Unfunded Salaried Pension Plan" means the Sybron Dental
Specialties, Inc. Unfunded Salaried Pension Plan, an SDS Pension Plan which SDS
or the Dental Business Subsidiaries shall establish, on or after the Effective
Date, pursuant to Section 6.1, for the benefit of eligible Active Dental
Business Employees, and which is listed on Schedule 2.

         1.32. "SDS Unfunded Salaried Pension Plan Trust" means the Trust Under
the Sybron Dental Specialties, Inc. Unfunded Salaried Pension Plan, a grantor
trust within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle
A of the Code which SDS or the Dental Business Subsidiaries shall establish, on
or after the Effective Date, pursuant to Section 6.1, as the funding vehicle for
the SDS Unfunded Salaried Pension Plan, and which is listed on Schedule 2.

         1.33. "SDS Union Savings and Thrift Plan" means the Sybron Dental
Specialties, Inc. Savings and Thrift Plan for Union Employees, an SDS Pension
Plan which SDS or the Dental Business Subsidiaries shall establish, on or after
the Effective Date, pursuant to Section 4.1(b), for the benefit of eligible
hourly union Dental Business Employees, and which is listed on Schedule 2.


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         1.34. "SDS VEBA Trust" means the Sybron Dental Specialties, Inc.
Employee Benefits Trust, a voluntary employees' beneficiary association under
section 501(c)(9) of the Code, which SDS or the Dental Business Subsidiaries
shall establish, on or after the Effective Date, pursuant to Section 8.1(a), as
the funding vehicle for the SDS Long Term Disability Plan, and which is listed
on Schedule 2.

         1.35. "SDS Welfare Plan" means any medical, dental, vision,
prescription drug, or any other employee welfare benefit plan, as defined in
section 3(1) of ERISA (or in any corresponding provisions of applicable foreign
law), and any cafeteria plan within the meaning of section 125 of the Code,
which SDS or the Dental Business Subsidiaries shall establish or continue to
maintain, on or after the Effective Date, pursuant to this Agreement, for the
benefit of eligible Dental Business Employees or their dependents or
beneficiaries, and which is listed on Schedule 2.

         1.36. "Sybron Accident and Sickness Plan" means the Sybron Accident and
Sickness Plan, a Sybron Welfare Plan which Sybron maintained, prior to the
Effective Date, for the benefit of eligible Laboratory Business Employees and
eligible Dental Business Employees, and which Sybron maintains, as of the
Effective Date, for the benefit of eligible Laboratory Business Employees, and
which is listed on Schedule 1.

         1.37. "Sybron Accidental Death & Dismemberment Plan" means the Sybron
Accidental Death and Dismemberment Plan, a Sybron Welfare Plan which Sybron
maintained, prior to the Effective Date, for the benefit of eligible Laboratory
Business Employees and eligible Dental Business Employees, and which Sybron
maintains, as of the Effective Date, for the benefit of eligible Laboratory
Business Employees, and which is listed on Schedule 1.

         1.38. "Sybron Benefit Plans" means, collectively, all Sybron Pension
Plans and Sybron Welfare Plans which Sybron or the Dental Business Subsidiaries
maintained, prior to the Effective Date, for the benefit of eligible Laboratory
Business Employees, eligible Dental Business Employees or their dependents or
beneficiaries, and any such Plans which Sybron maintains, as of the Effective
Date, for the benefit of eligible Laboratory Business Employees, eligible Former
Dental Business Employees or their dependents or beneficiaries, and which are
listed on Schedule 1.

         1.39. "Sybron Cafeteria Plan" means the Sybron Cafeteria Plan, a Sybron
Welfare Benefit Plan which Sybron maintained, prior to the Effective Date, for
the benefit of eligible Laboratory Business Employees and eligible Dental
Business Employees, and which Sybron maintains, as of the Effective Date, for
the benefit of eligible Laboratory Business Employees, and which is listed on
Schedule 1.

         1.40. "Sybron Deferred Compensation Plan" means the Sybron Corporation
Deferred Compensation Plan, a Sybron Pension Plan which Sybron maintained, prior
to the Effective Date, for the benefit of eligible Laboratory Business Employees
and eligible Dental Business Employees and which Sybron maintains, as of the
Effective Date, for the benefit of eligible Laboratory Business Employees, and
which is listed on Schedule 1.


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         1.41. "Sybron Deferred Compensation Plan Trust" means the Trust Under
the Sybron Corporation Deferred Compensation Plan, a grantor trust within the
meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code
which is the funding vehicle for the Sybron Deferred Compensation Plan and which
Sybron maintains, as of the Effective Date, in connection with such Plan, and
which is listed on Schedule 1.

         1.42. "Sybron Defined Benefit Pension Plan for Selected Non-U.S.
Employees" means the Defined Benefit Pension Plan for Selected Non-U.S.
Employees (also known as the "TCN Plan"), a Sybron Pension Plan which Sybron
maintained, prior to the Effective Date, for the benefit of eligible Laboratory
Business Employees and eligible Dental Business Employees and which Sybron
maintains, as of the Effective Date, for the benefit of eligible Laboratory
Business Employees, and which is listed on Schedule 1.

         1.43. "Sybron Dental Health Care Plan" means the Sybron Plan for Dental
Health Care, a Sybron Welfare Plan which Sybron maintained, prior to the
Effective Date, for the benefit of eligible Laboratory Business Employees and
eligible Dental Business Employees, and which Sybron maintains, as of the
Effective Date, for the benefit of eligible Laboratory Business Employees, and
which is listed on Schedule 1.

         1.44. "Sybron Dental Plan for Kerr Union" means the Midwestern Dental
Plan for Kerr Union which, prior to the Effective Date, was a Sybron Welfare
Plan which the Dental Business Subsidiaries maintained solely for the benefit of
eligible Dental Business Employees and which SDS or the Dental Business
Subsidiaries shall continue to maintain, as the SDS Dental Plan for Kerr Union,
on or after the Effective Date, pursuant to Section 8.2, for the benefit of
eligible Dental Business Employees, and which is listed on Schedule 1.

         1.45. "Sybron Employee Assistance Plan" means the Employee Assistance
Plan which, prior to the Effective Date, was a Sybron Welfare Plan which the
Dental Business Subsidiaries maintained solely for the benefit of eligible
Dental Business Employees and which SDS or the Dental Business Subsidiaries
shall continue to maintain, as the SDS Employee Assistance Plan, on or after the
Effective Date, pursuant to Section 8.2, for the benefit of eligible Dental
Business Employees and which is listed on Schedule 1.

         1.46. "Sybron Group" means Sybron and each Affiliate of Sybron, but not
including SDS and each Affiliate of SDS.

         1.47. "Sybron Group Life Insurance Plan" means the Sybron Group Life
Insurance Plan, a Sybron Welfare Plan which Sybron maintained, prior to the
Effective Date, for the benefit of eligible Laboratory Business Employees and
eligible Dental Business Employees, and which Sybron maintains, as of the
Effective Date, for the benefit of eligible Laboratory Business Employees, and
which is listed on Schedule 1.

         1.48. "Sybron Hourly Savings and Thrift Plan" means the Sybron
International Corporation Savings and Thrift Plan for Hourly Employees, a Sybron
Pension Plan which Sybron maintained, prior to the Effective Date, for the
benefit of eligible hourly union and non-union Laboratory Business Employees and
eligible hourly union and non-union Dental Business


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Employees, and which Sybron maintains, as of the Effective Date, for the benefit
of eligible hourly union and non-union Laboratory Business Employees, and which
is listed on Schedule 1.

         1.49. "Sybron Kerr UAW Union Retirement Plan" means the Retirement Plan
of Kerr Corporation for its Employees Represented for Collective Bargaining by
International Union, United Automobile, Aerospace and Agricultural Implement
Workers of America (UAW) and Its West Side Local 174, UAW which, prior to the
Effective Date, was a Sybron Pension Plan which the Dental Business Subsidiaries
maintained solely for the benefit of eligible Dental Business Employees and
which SDS or the Dental Business Subsidiaries shall continue to maintain, as the
SDS Kerr UAW Union Retirement Plan, on or after the Effective Date, pursuant to
Section 5.2(a), for the benefit of eligible Dental Business Employees, and which
is listed on Schedule 1.

         1.50. "Sybron Long Term Disability Plan" means the Sybron Long Term
Disability Plan, a Sybron Welfare Plan which Sybron maintained, prior to the
Effective Date, for the benefit of eligible Laboratory Business Employees and
eligible Dental Business Employees, and which Sybron maintains, as of the
Effective Date, for the benefit of eligible Laboratory Business Employees, and
which is listed on Schedule 1.

         1.51. "Sybron Medical Plans" means, collectively, the BlueCross of
California Medical Plans (Active Employees), the BlueCross of California Retiree
Medical Plans, the CHIP Medical Plan for Metrex, the HAP Medical Plan for Kerr
Union Active and Retired, the MEDICA Medical Plan for Pinnacle, the BlueCare
Network HMO Medical Plan for Kerr Union, the Express Script Prescription Plan
for Retirees, and the Vision Service Plan which, prior to the Effective Date,
the Dental Business Subsidiaries maintained solely for the benefit of eligible
Dental Business Employees and which SDS or the Dental Business Subsidiaries
shall continue to maintain, as the SDS Medical Plans, on or after the Effective
Date, pursuant to Section 8.2, for the benefit of eligible Dental Business
Employees, and which are listed on Schedule 1.

         1.52. "Sybron Pension Plan" means any employee pension benefit Plan, as
defined in section 3(2) of ERISA (or in any corresponding provisions of
applicable foreign law), which Sybron or the Dental Business Subsidiaries
maintained, prior to the Effective Date, for the benefit of eligible Laboratory
Business Employees, eligible Dental Business Employees or their dependents or
beneficiaries, and any such Plan which Sybron maintains, as of the Effective
Date, for the benefit of eligible Laboratory Business Employees, eligible Former
Dental Benefit Employees or their dependents or beneficiaries, and which is
listed on Schedule 1.

         1.53. "Sybron Pension Plan for Sybron Canada" means the Pension Plan
for Employees of Sybron Canada Limited which, prior to the Effective Date, was a
Sybron Pension Plan which the Dental Business Subsidiaries maintained solely for
the benefit of eligible Dental Business Employees and which SDS or the Dental
Business Subsidiaries shall continue to maintain, as the SDS Pension Plan for
Sybron Canada, on or after the Effective Date, pursuant to Section 7.1, for the
benefit of eligible Dental Business Employees, and which is listed on Schedule
1.

         1.54. "Sybron Retirement Security Plan" means the Sybron Retirement
Security Plan, a Sybron Pension Plan which Sybron maintained, prior to the
Effective Date, for the benefit of eligible Laboratory Business Employees and
eligible Dental Business Employees, and which


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Sybron maintains, as of the Effective Date, for the benefit of eligible
Laboratory Business Employees and eligible Former Dental Business Employees, and
which is listed on Schedule 1.

         1.55. "Sybron Salaried Savings and Thrift Plan" means the Sybron
International Corporation Savings and Thrift Plan for Salaried Employees, a
Sybron Pension Plan which Sybron maintained, prior to the Effective Date, for
the benefit of eligible salaried Laboratory Business Employees and eligible
salaried Dental Business Employees, and which Sybron maintains, as of the
Effective Date, for the benefit of eligible salaried Laboratory Business
Employees, and which is listed on Schedule 1.

         1.56. "Sybron Transnational Retirement Scheme" means the Sybron
Transnational Retirement Scheme which, prior to the Effective Date, was a Sybron
Pension Plan which the Dental Subsidiaries maintained solely for the benefit of
eligible Dental Business Employees and which SDS or the Dental Business
Employees shall continue to maintain, as the SDS Transnational Retirement
Scheme, on or after the Effective Date, pursuant to Section 7.2, for the benefit
of eligible Dental Business Employees, and which is listed on Schedule 1.

         1.57. "Sybron Unfunded Salaried Pension Plan" means the Sybron
Corporation Unfunded Salaried Pension Plan, a Sybron Pension Plan which Sybron
maintained, prior to the Effective Date, for the benefit of eligible Laboratory
Business Employees and eligible Dental Business Employees, and which Sybron
maintains, as of the Effective Date, for the benefit of eligible Laboratory
Business Employees and eligible Former Dental Business Employees, and which is
listed on Schedule 1.

         1.58. "Sybron Unfunded Salaried Pension Plan Trust" means the Trust
Under the Sybron Corporation Unfunded Salaried Pension Plan, a grantor trust
within the meaning of subpart E, part I, subchapter J, subtitle A of the Code
which Sybron maintained, prior to the Effective Date, as the funding vehicle for
the Sybron Unfunded Salaried Pension Plan and which Sybron maintains, as of the
Effective Date, in connection with such Plan, and which is listed on Schedule 1.

         1.59. "Sybron VEBA Trust" means the Sybron Corporation Employee
Benefits Trust, a voluntary employees' beneficiary association under section
501(c)(9) of the Code, which Sybron maintained, prior to the Effective Date, as
the funding vehicle for the Sybron Long Term Disability Plan, and which Sybron
maintains, as of the Effective Date, in connection with such Plan, and which is
listed on Schedule 1.

         1.60. "Sybron Welfare Plan" means any medical, dental, vision,
prescription drug, or any other employee welfare benefit plan, as defined in
section 3(1) of ERISA (or in any corresponding provisions of applicable foreign
law), and any cafeteria plan within the meaning of section 125 of the Code,
which Sybron or the Dental Business Subsidiaries maintained, prior to the
Effective Date, for the benefit of eligible Laboratory Business Employees,
eligible Dental Business Employees or their dependents or beneficiaries, and any
such Plan which Sybron maintains, as of the Effective Date, for the benefit of
eligible Laboratory Business Employees, eligible Former Dental Business
Employees or their dependents or beneficiaries, and which is listed on Schedule
1.


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                                   ARTICLE II

                 IDENTIFICATION OF SYBRON AND SDS BENEFIT PLANS

         2.1. List of Sybron Benefit Plans. Schedule 1 to this Agreement lists
all of the Sybron Benefit Plans. SDS acknowledges that it has been furnished
with Plan documents and descriptions (including summary plan descriptions for
any Sybron Benefit Plans which are ERISA Plans) of all Sybron Benefit Plans
which are listed on Schedule 1. There are two categories of Sybron Benefit Plans
which are listed on Schedule 1: Sybron Pension Plans and Sybron Welfare Plans.

         2.2. List of SDS Benefit Plans. Schedule 2 to this Agreement lists all
of the SDS Benefit Plans. There are two categories of SDS Benefit Plans which
are listed on Schedule 2: SDS Pension Plans and SDS Welfare Plans.

                                   ARTICLE III

                               GENERAL PRINCIPLES

         3.1. Responsibility for SDS Benefit Plans. As of the Effective Date,
SDS or the Dental Business Subsidiaries shall be solely responsible for the SDS
Benefit Plans, all of which are Plans that SDS or the Dental Business
Subsidiaries shall establish or continue to maintain, on or after the Effective
Date, pursuant to this Agreement, for the benefit of eligible Dental Business
Employees. Except as otherwise provided in this Agreement, SDS and the Dental
Business Subsidiaries shall not be required to establish or continue to maintain
any SDS Benefit Plan of any kind. Except as otherwise provided in this
Agreement, SDS and the Dental Business Subsidiaries may, at any time after the
Effective Date, amend, merge, modify, terminate, eliminate, reduce, or otherwise
alter, in any respect, any SDS Benefit Plan, any benefit under any SDS Benefit
Plan, or any contract, trust, insurance policy, or other funding vehicle related
to any SDS Benefit Plan (to the extent permitted by law).

         3.2. Termination of Participating Employer Status. As of the Effective
Date, SDS and the Dental Business Subsidiaries automatically shall cease to be
Participating Employers in the following Sybron Benefit Plans, which Sybron
maintains, as of the Effective Date, subject to Section 3.5, for the benefit of
eligible Laboratory Business Employees and, in the case of the Sybron Retirement
Security Plan, the Sybron Unfunded Salaried Pension Plan and Trust, and the
Sybron Long Term Disability Plan, eligible Laboratory Business Employees and
eligible Former Dental Business Employees:

                  (a) Sybron Pension Plans: the Sybron Deferred Compensation
         Plan and Trust, the Sybron Defined Benefit Pension Plan for Selected
         Non-U.S. Employees, the Sybron Hourly Savings and Thrift Plan, the
         Sybron Retirement Security Plan, the Sybron Salaried Savings and Thrift
         Plan, and the Sybron Unfunded Salaried Pension Plan and Trust.

                  (b) Sybron Welfare Plans: the Sybron Accident and Sickness
         Plan, the Sybron Accidental Death & Dismemberment Plan, the Sybron
         Cafeteria Plan, the Sybron Dental


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         Health Care Plan, the Sybron Group Life Insurance Plan, and the Sybron
         Long Term Disability Plan.

         3.3. Terms of Participation In the SDS Benefit Plans.

                  (a) Non-Duplication of Benefits. As of the Effective Date or
         such other date that applies to the particular SDS Benefit Plan, the
         SDS Benefit Plans shall be, with respect to eligible Dental Business
         Employees, in all respects the successors in interest to, and shall not
         provide benefits that duplicate benefits provided by, the corresponding
         Sybron Benefit Plans. Sybron and SDS shall agree on methods and
         procedures, including amending their respective Plan documents, to
         prevent eligible Dental Business Employees from receiving duplicate
         benefits from the Sybron Benefit Plans and the SDS Benefit Plans.

                  (b) Service Credit. Except as otherwise specified in this
         Agreement, with respect to eligible Dental Business Employees, each SDS
         Benefit Plan shall provide that all service, all compensation, and all
         other benefit-affecting determinations that, as of the Effective Date,
         were recognized under the corresponding Sybron Benefit Plan shall, as
         of the Effective Date or such other date that applies to the particular
         SDS Benefit Plan, receive full recognition and credit and be taken into
         account under such SDS Benefit Plan to the same extent as if such items
         occurred under the corresponding Sybron Benefit Plan, except to the
         extent provided in Section 3.3(a). Sybron and SDS shall recognize
         service with either the Sybron Group or the SDS Group that was
         recognized as of the Effective Date, except to the extent provided in
         Section 3.3(a) and, unless a Sybron Benefit Plan or an SDS Benefit Plan
         contains an express, contrary provision, so long as the break in
         service from the Sybron Group or the SDS Group does not exceed five (5)
         years. The service crediting provisions of this clause (b) shall be
         subject to any respectively applicable "service spanning," "break in
         service," "employment date," "adjusted hire date," or "eligibility
         date" rules under the Sybron Benefit Plans, the SDS Benefit Plans, or
         other provisions of this Agreement.

                  (c) Assumption of Benefit Liabilities. The provisions of this
         Agreement for the transfer of assets from certain Sybron Benefit Plans
         to SDS and/or the corresponding SDS Benefit Plans are based upon the
         understanding of the parties that SDS and/or the appropriate SDS
         Benefit Plan shall assume the benefit liabilities of the corresponding
         Sybron Benefit Plan relating to such transferred assets, with respect
         to Dental Business Employees or their dependents or beneficiaries, as
         provided for herein. If any such benefit liabilities are not
         effectively assumed by SDS and/or the corresponding SDS Benefit Plan,
         then the amount of transferred assets shall be recomputed accordingly,
         taking into account the retention of such benefit liabilities by the
         corresponding Sybron Benefit Plan, and assets shall be transferred from
         SDS and/or the corresponding SDS Benefit Plan back to Sybron and/or the
         corresponding Sybron Benefit Plan so as to place SDS and/or the
         corresponding SDS Benefit Plan in the position it would have been in,
         had the initial asset transfer been made in accordance with such
         recomputed amount of assets.


                                       11

<PAGE>   12


         3.4. Payments from SDS to Sybron Prior to the Effective Date. SDS shall
continue to reimburse Sybron for all costs, expenses, fees and premiums which
SDS historically has paid to Sybron for services or benefits provided to
eligible Dental Business Employees or their dependents or beneficiaries of a
nature governed by this Agreement from the date hereof through and including the
Effective Date, unless this Agreement specifically provides to the contrary.

         3.5. Impact on Sybron Benefit Plans. Nothing in this Agreement shall
limit the rights of Sybron and the Laboratory Business Subsidiaries to amend,
merge, modify, terminate, eliminate, reduce or otherwise alter in any respect
any Sybron Benefit Plan, any benefit under any Sybron Benefit Plan, or any
contract, trust, insurance policy, or other funding vehicle related to any
Sybron Benefit Plan (to the extent permitted by law).

                                   ARTICLE IV

                       QUALIFIED SAVINGS AND THRIFT PLANS

         4.1. Establishment of SDS Savings and Thrift and Union Savings and
Thrift Plans and Trusts Required.

                  (a) SDS Savings and Thrift Plan. Effective as of the Effective
         Date or such later date upon which Sybron and SDS mutually agree, SDS
         shall establish, for the benefit of eligible salaried and hourly
         non-union Dental Business Employees and their beneficiaries, the SDS
         Savings and Thrift Plan, a profit-sharing retirement plan which shall
         include a cash or deferred arrangement and a related trust intended to
         be qualified under sections 401(a) and 401(k) of the Code and to be
         exempt from taxation under section 501(a) of the Code. As of the date
         of its establishment, the SDS Savings and Thrift Plan shall be
         identical or at least substantially similar, in all material respects,
         to the Sybron Salaried Savings and Thrift Plan. Thereafter, however,
         and in accordance with Section 3.1, SDS in its sole discretion shall
         determine the features of the SDS Savings and Thrift Plan; provided,
         however, that any protected benefit (including any optional form of
         distribution) under section 411(d)(6) of the Code, and any service
         rules, vesting rules or other features which must be preserved under
         the SDS Savings and Thrift Plan in order to comply with applicable Code
         requirements with respect to all or any portion of the transferred
         assets and benefit liabilities described in Section 4.2(a) and Section
         4.2(b) shall continue to be in effect, on and after the Effective Date,
         with respect to the portion of the transferred assets and benefit
         liabilities to which such requirements apply.

                  (b) SDS Union Savings and Thrift Plan. Effective as of the
         Effective Date or such later date upon which Sybron and SDS mutually
         agree, SDS shall establish, for the benefit of eligible hourly union
         Dental Business Employees and their beneficiaries, the SDS Union
         Savings and Thrift Plan, a profit-sharing retirement plan which shall
         include a cash or deferred arrangement and a related trust intended to
         be qualified under sections 401(a) and 401(k) of the Code and to be
         exempt from taxation under section 501(a) of the Code. As of the date
         of its establishment, the SDS Union Savings and Thrift Plan shall be
         identical or at least substantially similar, in all material respects,
         to the Sybron Hourly Savings and Thrift Plan. Thereafter, however, and
         in accordance with Section 3.1, SDS in its sole discretion shall
         determine the features of the SDS Union Savings and Thrift


                                       12

<PAGE>   13


         Plan; provided, however, that any protected benefit (including any
         optional form of distribution) under section 411(d)(6) of the Code, and
         any service rules, vesting rules or other features which must be
         preserved under the SDS Union Savings and Thrift Plan in order to
         comply with applicable Code requirements with respect to all or any
         portion of the transferred assets and benefit liabilities described in
         Section 4.2(b) shall continue to be in effect, on and after the
         Effective Date, with respect to the portion of the transferred assets
         and benefit liabilities to which such requirements apply.

         4.2. Transfer of Certain Assets and Benefit Liabilities to the SDS
Savings and Thrift and Union Savings and Thrift Plans.

                  (a) Transfer of Certain Assets and Benefit Liabilities to the
         SDS Savings and Thrift Plan. Effective as of the dates established
         pursuant to Section 4.1(a) and Section 4.1(b), (i) the SDS Savings and
         Thrift Plan shall assume and be solely responsible for all benefit
         liabilities for eligible salaried Dental Business Employees and their
         beneficiaries under the Sybron Salaried Savings and Thrift Plan and all
         benefit liabilities for eligible hourly non-union Dental Business
         Employees and their beneficiaries under the Sybron Hourly Savings and
         Thrift Plan, and (ii) Sybron shall cause the accounts of such Dental
         Business Employees and their beneficiaries under the Sybron Salaried
         and Hourly Savings and Thrift Plans and the assets attributable thereto
         that are held by their related trusts as of such dates to be
         transferred to the SDS Savings and Thrift Plan and its related trust,
         and SDS shall cause such transferred accounts and assets to be accepted
         by the SDS Savings and Thrift Plan and its related trust. As of the
         date of the establishment of the SDS Savings and Thrift Plan, the
         trustee of the trust which relates to such Plan shall be the same as
         the trustee of the trusts which relate to the Sybron Salaried and
         Hourly Savings and Thrift Plans. Thereafter, however, and in accordance
         with Section 3.1, SDS in its sole discretion may appoint a successor
         trustee of the trust which relates to the SDS Savings and Thrift Plan.
         The transfer of the assets described in Section 4.2(a)(ii) shall be
         made, in kind, from the trusts which relate to the Sybron Salaried and
         Hourly Savings and Thrift Plans to the trust which relates to the SDS
         Savings and Thrift Plan. To the extent that SDS or the Dental Business
         Subsidiaries have not made all contributions due to the Sybron Salaried
         and Hourly Savings and Thrift Plans as Participating Employers
         thereunder by the dates established pursuant to Section 4.1(a) and
         Section 4.1(b) or Sybron has not transferred to the trustee of the
         trusts which relate to such Plans all of the contributions made to them
         by SDS or the Dental Business Subsidiaries, Sybron, SDS or the Dental
         Business Subsidiaries shall make such contributions to the trustee of
         the trusts which relate to the Sybron Salaried and Hourly Savings and
         Thrift Plans promptly after such dates, and Sybron shall instruct such
         trustee to transfer such amounts immediately, in cash, to the trustee
         of the trust which relates to the SDS Savings and Thrift Plan to be
         held, along with the other transferred amounts, in the accounts of the
         Dental Business Employees and their beneficiaries under the SDS Savings
         and Thrift Plan. Sybron and SDS shall cooperate with one another and
         with the respective trustees of the trusts which relate to the Sybron
         Salaried and Hourly Savings and Thrift Plans and the SDS Savings and
         Thrift Plan in facilitating such transfer of SDS's or the Dental
         Business Subsidiaries' final contributions to the Sybron Salaried and
         Hourly Savings and Thrift Plans. SDS hereby further agrees to take all
         actions necessary to obtain, as soon as practicable, an Internal
         Revenue Service determination that the SDS



                                       13

<PAGE>   14


         Savings and Thrift Plan meets the applicable requirements of section
         401(a) and 401(k) of the Code and that the trust which relates to the
         SDS Savings and Thrift Plan meets the applicable requirements of
         section 401(a) of the Code and is exempt from tax under section 501(a)
         of the Code.

                  (b) Transfer of Certain Assets and Benefit Liabilities to the
         SDS Union Savings and Thrift Plan. Effective as of the date established
         pursuant to Section 4.1(b), (i) the SDS Union Savings and Thrift Plan
         shall assume and be solely responsible for all benefit liabilities for
         eligible hourly union Dental Business Employees and their beneficiaries
         under the Sybron Hourly Savings and Thrift Plan, and (ii) Sybron shall
         cause the accounts of such Dental Business Employees and their
         beneficiaries under the Sybron Hourly Savings and Thrift Plan and the
         assets attributable thereto that are held by its related trust as of
         such date to be transferred to the SDS Union Savings and Thrift Plan
         and its related trust, and SDS shall cause such transferred accounts
         and assets to be accepted by the SDS Union Savings and Thrift Plan and
         its related trust. As of the date of the establishment of the SDS Union
         Savings and Thrift Plan, the trustee of the trust which relates to such
         Plan shall be the same as the trustee of the trust which relates to the
         Sybron Hourly Savings and Thrift Plan. Thereafter, however, and in
         accordance with Section 3.1, SDS in its sole discretion may appoint a
         successor trustee of the trust which relates to the SDS Union Savings
         and Thrift Plan. The transfer of the assets described in Section
         4.2(b)(ii) shall be made, in kind, from the trust which relates to the
         Sybron Hourly Savings and Thrift Plan to the trust which relates to the
         SDS Union Savings and Thrift Plan. To the extent that SDS or the Dental
         Business Subsidiaries have not made all contributions due to the Sybron
         Hourly Savings and Thrift Plan as Participating Employers thereunder by
         the date established pursuant to Section 4.1(b) or Sybron has not
         transferred to the trustee of the trust which relates to such Plan all
         of the contributions made to it by SDS or the Dental Business
         Subsidiaries, Sybron, SDS or the Dental Business Subsidiaries shall
         make such contributions to the trustee of the trust which relates to
         the Sybron Hourly Savings and Thrift Plan promptly after such date, and
         Sybron shall instruct such trustee to transfer such amounts
         immediately, in cash, to the trustee of the trust which relates to the
         SDS Union Savings and Thrift Plan to be held, along with the other
         transferred amounts, in the accounts of the Dental Business Employees
         and their beneficiaries under the SDS Union Savings and Thrift Plan.
         Sybron and SDS shall cooperate with one another and with the respective
         trustees of the trusts which relate to the Sybron Hourly Savings and
         Thrift Plan and the SDS Union Savings and Thrift Plan in facilitating
         such transfer of SDS's or the Dental Business Subsidiaries' final
         contributions to the Sybron Hourly Savings and Thrift Plan. SDS hereby
         further agrees to take all actions necessary to obtain, as soon as
         practicable, an Internal Revenue Service determination that the SDS
         Union Savings and Thrift Plan meets the applicable requirements of
         section 401(a) and 401(k) of the Code and that the trust which relates
         to the SDS Union Savings and Thrift Plan meets the applicable
         requirements of section 401(a) of the Code and is exempt from tax under
         section 501(a) of the Code.

         4.3. No Savings and Thrift Plan Distributions to Dental Business
Employees or Their Beneficiaries. The account balances of any Dental Business
Employee or his beneficiary shall not be distributed from the Sybron Salaried
and Hourly Savings and Thrift Plans or the SDS Savings and Thrift and Union
Savings and Thrift Plans in connection with SDS and the Dental


                                     14

<PAGE>   15


Business Subsidiaries ceasing to be Affiliates of Sybron and its Affiliates and
ceasing to be Participating Employers under the Sybron Salaried and Hourly
Savings and Thrift Plans as of the Effective Date. Such events shall not be
treated as a termination of employment for purposes of any such Plan and
distributions shall not be otherwise specifically permitted under any such Plan
as a result of the cessation of Affiliate and Participating Employer status.

         4.4. Plan Loans. Effective as of the dates established pursuant to
Section 4.1(a) and Section 4.1(b), all outstanding loans of Dental Business
Employees from the Sybron Salaried and Hourly Savings and Thrift Plans shall be
transferred to the SDS Savings and Thrift and Union Savings and Thrift Plans
pursuant to Section 4.2(a) and Section 4.2(b). As of such dates, the SDS Group
shall be solely responsible for implementing its own payroll system and making
payroll deductions for repayment of such loans.

         4.5. Qualified Domestic Relations Orders. Effective as of the dates
established pursuant to Section 4.1 (a) and Section 4.1(b), all QDROs pertaining
to accounts of Dental Business Employees under the Sybron Salaried and Hourly
Savings and Thrift Plans shall be transferred to the SDS Savings and Thrift and
Union Savings and Thrift Plans pursuant to Section 4.2(a) and Section 4.2(b),
and shall be the sole responsibility of the SDS Group.

         4.6. Testing. Sybron shall conduct applicable nondiscrimination tests
for contributions made to the Sybron Salaried and Hourly Savings and Thrift
Plans for the plan year of such Plans in which the dates established pursuant to
Section 4.1(a) and Section 4.1(b) occur. To the extent that Sybron concludes
that a distribution or reallocation must be made from a Dental Business
Employee's account balance in the Sybron Salaried Savings and Thrift Plan or the
Sybron Hourly Savings and Thrift Plan to facilitate compliance with such tests
after such account balance has been transferred to the SDS Savings and Thrift
Plan or the SDS Union Savings and Thrift Plan, SDS agrees that it shall cause
the SDS Savings and Thrift Plan and/or the SDS Union Savings and Thrift Plan,
whichever applies, to make such distribution or reallocation as Sybron, in its
sole discretion, directs.

         4.7. Stock Considerations. As a result of the Distribution and the
transfer of assets and benefit liabilities from the Sybron Salaried and Hourly
Savings and Thrift Plans to the SDS Savings and Thrift and Union Savings and
Thrift Plans described in Section 4.2(a) Section 4.2(b), the assets of the
Sybron Salaried and Hourly Savings and Thrift Plans and the SDS Savings and
Thrift and Union Savings and Thrift Plans each shall include common stock of
both Sybron and SDS. Sybron and SDS each is solely responsible for determining
the extent to which their respective Plans may continue to hold the common stock
of the other. Sybron and SDS each recognize that certain legal requirements
apply to the extent to which their respective Plans may continue to hold the
common stock of the other, and each is solely responsible for maintaining its
Plans in compliance with all applicable legal requirements. However, Sybron and
SDS each shall provide such information as the other may reasonably request in
order to facilitate compliance with applicable legal requirements.

         4.8. Partial Termination of Sybron Salaried and Hourly Savings and
Thrift Plans. SDS and the Dental Business Subsidiaries ceasing to be Affiliates
of Sybron and its Affiliates and ceasing to be Participating Employers under the
Sybron Salaried and Hourly Savings and Thrift Plans as of the Effective Date
shall constitute a partial termination of each such Plan as of the


                                       15

<PAGE>   16


Effective Date with respect to those Dental Business Employees who are affected
by the partial termination of either such Plan. As a result of such partial
termination of the Sybron Salaried and Hourly Savings and Thrift Plans, the
value of the affected Dental Business Employees' accounts under such Plans
(which already are 100% vested and nonforfeitable under such Plans prior to the
Effective Date) shall be determined as of the Effective Date, and thereafter
such accounts shall be transferred, pursuant to Sections 4.2(a) and 4.2(b), to
the SDS Savings and Thrift and Union Savings and Thrift Plans.

                                    ARTICLE V

                     QUALIFIED DEFINED BENEFIT PENSION PLANS

         5.1. Establishment of SDS Retirement Security Plan Required.

                  (a) SDS Retirement Security Plan. Effective as of the
         Effective Date or such later date upon which Sybron and SDS mutually
         agree, SDS shall establish, for the benefit of eligible Active Dental
         Business Employees and their beneficiaries, the SDS Retirement Security
         Plan, a defined benefit pension plan which shall include a related
         trust intended to be qualified under section 401(a) of the Code and to
         be exempt from taxation under section 501(a) of the Code. As of the
         date of its establishment, the SDS Retirement Security Plan shall be
         identical or at least substantially similar, in all material respects,
         to the Sybron Retirement Security Plan. Thereafter, however, and in
         accordance with Section 3.1, SDS in its sole discretion shall determine
         the features of the SDS Retirement Security Plan; provided, however,
         that any protected benefit (including any optional form of
         distribution) under section 411(d)(6) of the Code, and any service
         rules, vesting rules or other features which must be preserved under
         the SDS Retirement Security Plan in order to comply with applicable
         Code requirements with respect to all or any portion of the transferred
         assets and benefit liabilities described in Section 5.1(b) shall
         continue to be in effect, on and after the Effective Date, with respect
         to the portion of the transferred assets and benefit liabilities to
         which such requirements apply.

                  (b) Transfer of Certain Assets and Benefit Liabilities from
         the Sybron Retirement Security Plan. Effective as of the date
         established pursuant to Section 5.1(a), (i) the SDS Retirement Security
         Plan shall assume and be solely responsible for all benefit liabilities
         for eligible Active Dental Business Employees and their beneficiaries
         under the Sybron Retirement Security Plan, and (ii) Sybron shall cause
         the accrued benefits of such Active Dental Business Employees and their
         beneficiaries under the Sybron Retirement Security Plan and the assets
         attributable thereto that are held by its related trust as of such date
         to be transferred to the SDS Retirement Security Plan and its related
         trust, and SDS shall cause such transferred accrued benefits and assets
         to be accepted by the SDS Retirement Security Plan and its related
         trust.

                  Sybron agrees to cause the trustee of the trust related to the
         Sybron Retirement Security Plan to transfer assets to the trustee of
         the trust related to the SDS Retirement Security Plan equal to the
         present value of the benefits that would be provided exclusively by the
         Plan assets pursuant to section 4044 of ERISA and the regulations
         thereunder if the Plan terminated, to the extent permitted under
         section 414(l) of the Code and in accordance with Schedule 3. Sybron's
         actuaries shall provide a certification that


                                       16


<PAGE>   17

         such transfer complies with section 414(l) of the Code. The assets to
         be transferred shall be computed as of the Effective Date and shall be
         adjusted as of the asset transfer date established pursuant to Section
         5.1(a) in the manner described in Schedule 3. Sybron and SDS agree to
         comply with all applicable rules and procedures established by the
         Internal Revenue Service and the Pension Benefit Guaranty Corporation
         in connection with the transfer of assets described in this Section
         5.1(b). In the event that the assets transferred from the trust related
         to the Sybron Retirement Security Plan to the trust related to the SDS
         Retirement Security Plan are less than the related benefit liabilities,
         the amount of the shortfall shall be recorded as an Assumed Liability
         (as defined in the Assignment Agreement) of SDS. In the event the
         assets transferred from the trust related to the Sybron Retirement
         Security Plan to the trust related to the SDS Retirement Security Plan
         are greater than the related benefit liabilities, the amount of the
         excess shall be deducted from the Assumed Liability (as so defined) of
         SDS. Upon the transfer of assets to the SDS Retirement Security Plan,
         SDS shall cause the SDS Retirement Security Plan to assume all benefit
         obligations accrued by Active Dental Business Employees as of the
         Effective Date.

                  As of the date of the establishment of the SDS Retirement
         Security Plan, the trustee of the trust which relates to such Plan
         shall be the same as the trustee of the trust which relates to the
         Sybron Retirement Security Plan. Thereafter, however, and in accordance
         with Section 3.1, SDS in its sole discretion may appoint a successor
         trustee of the trust which relates to the SDS Retirement Security Plan.
         The transfer of the assets described in Section 5.1(b)(ii) shall be
         made, in kind, from the trust which relates to the Sybron Retirement
         Security Plan to the trust which relates to the SDS Retirement Security
         Plan. To the extent that SDS or the Dental Business Subsidiaries have
         not made all contributions due to the Sybron Retirement Security Plan
         as Participating Employers thereunder by the date established pursuant
         to Section 5.1(a) or Sybron has not transferred to the trustee of the
         trust which relates to such Plan all the contributions made to it by
         SDS or the Dental Business Subsidiaries, Sybron, SDS or the Dental
         Business Subsidiaries shall make such contributions to the trustee of
         the trust which relates to the Sybron Retirement Security Plan promptly
         after such date, and Sybron shall instruct such trustee to transfer
         such amounts immediately, in cash, to the trustee of the trust which
         relates to the SDS Retirement Security Plan to be held, along with the
         other transferred amounts, for the benefit of the Active Dental
         Business Employees and their beneficiaries under the SDS Retirement
         Security Plan. Sybron and SDS shall cooperate with one another and with
         the respective trustees of the trusts which relate to the Sybron
         Retirement Security Plan and the SDS Retirement Security Plan in
         facilitating such transfer of SDS's or the Dental Business
         Subsidiaries' final contributions to the Sybron Retirement Security
         Plan. SDS hereby further agrees to take all actions necessary to
         obtain, as soon as practicable, an Internal Revenue Service
         determination that the SDS Retirement Security Plan meets the
         applicable requirements of section 401(a) of the Code and that the
         trust which relates to the SDS Retirement Security Plan meets the
         applicable requirements of section 401(a) of the Code and is exempt
         from tax under section 501(a) of the Code.

                  (c) No Retirement Security Plan Distributions to Active Dental
         Business Employees or Their Beneficiaries. The accrued benefits of any
         Active Dental Business

                                       17

<PAGE>   18


         Employee or his beneficiary shall not be distributed from the Sybron
         Retirement Security Plan or the SDS Retirement Security Plan in
         connection with SDS and the Dental Business Subsidiaries ceasing to be
         Affiliates of Sybron and its Affiliates and ceasing to be Participating
         Employers under the Sybron Retirement Security Plan as of the Effective
         Date. Such events shall not be treated as a termination of employment
         for purposes of either such Plan and distributions shall not be
         otherwise specifically permitted under either such Plan as a result of
         the cessation of Affiliate and Participating Employer status.

                  (d) Final Year Contribution to the Sybron Retirement Security
         Plan. If SDS has not established the SDS Retirement Security Plan
         effective for the plan year beginning January 1, 2001, SDS or the
         Dental Business Subsidiaries also shall make pension contributions to
         the Sybron Retirement Security Plan for the plan year ending December
         31, 2001 in the amount required under the terms of such Plan, based on
         compensation, years of benefit accrual service, and such other
         benefit-determining factors earned by Active Dental Business Employees
         from January 1, 2001 through, but not after, the Effective Date (or
         such earlier date agreed to pursuant to Section 5.1(a)). SDS shall make
         such contributions with respect to Active Dental Business Employees who
         have earned an accrued benefit for the plan year ending December 31,
         2001 under the terms of the Sybron Retirement Security Plan, taking
         into account employment with the SDS Group after the Effective Date (or
         such earlier date agreed to pursuant to Section 5.1(a)); provided,
         however, that if Sybron, in its sole discretion, determines that, in
         order to preserve the tax-qualified status of the Sybron Retirement
         Security Plan, SDS or the Dental Business Subsidiaries also must make
         such contributions with respect to any individual who is not a highly
         compensated employee within the meaning of section 414(q) of the Code)
         of the SDS Group for the plan year beginning January 1, 2001 and who
         was an employee of the SDS Group on the Effective Date (or such earlier
         date agreed to pursuant to Section 5.1(a)), then SDS or the Dental
         Business Subsidiaries also shall make such contributions to the Sybron
         Retirement Security Plan. SDS or the Dental Business Subsidiaries shall
         make such contributions at such time, on or before September 15, 2002,
         which Sybron, in its sole discretion, determines. Immediately after its
         receipt of such amounts from SDS or the Dental Business Subsidiaries,
         the trustee of the trust which relates to the Sybron Retirement
         Security Plan shall transfer such amounts, in cash, to the trustee of
         the trust which relates to the SDS Retirement Security Plan, to be
         held, along with the other amounts transferred pursuant to section
         5.1(b) for the benefit of the Active Dental Business Employees and
         their beneficiaries under the SDS Retirement Security Plan. Sybron and
         SDS shall cooperate with one another and with the respective trustees
         of the trusts which relate to the Sybron Retirement Security Plan and
         the SDS Retirement Security Plan in facilitating such transfer of SDS's
         or the Dental Business Subsidiaries' final contributions to the Sybron
         Retirement Security Plan.

                  (e) Qualified Domestic Relations Orders. Effective as of the
         date established pursuant to Section 5.1(a), all QDROs pertaining to
         accrued benefits of Active Dental Business Employees under the Sybron
         Retirement Security Plan shall be transferred to the SDS Retirement
         Security Plan pursuant to Section 5.1(b) and shall be the sole
         responsibility of the SDS Group.

                                       18


<PAGE>   19


                  (f) Testing. Sybron shall conduct applicable nondiscrimination
         tests for benefits accrued under the Sybron Retirement Security Plan
         for the plan year of such Plan in which the date established pursuant
         to Section 5.1(a) occurs. To the extent that Sybron concludes that
         adjustments must be made to an Active Dental Business Employee's
         accrued benefit in the Sybron Retirement Security Plan to facilitate
         compliance with such tests after such accrued benefit has been
         transferred to the SDS Retirement Security Plan, SDS agrees that it
         shall cause the SDS Retirement Security Plan to make such adjustments
         as Sybron, in its sole discretion, directs.

                  (g) Partial Termination of Sybron Retirement Security Plan.
         SDS and the Dental Business Subsidiaries ceasing to be Affiliates of
         Sybron and its Affiliates and ceasing to be Participating Employers
         under the Sybron Retirement Security Plan shall constitute a partial
         termination of such Plan as of the Effective Date with respect to those
         Active Dental Business Employees who are affected by the partial
         termination of such Plan. As a result of such partial termination of
         the Sybron Retirement Security Plan, the rights of all affected Active
         Dental Business Employees to their accrued benefits as of the Effective
         Date to the extent then funded or guaranteed by the Pension Benefit
         Guaranty Corporation shall become 100% vested and nonforfeitable, and
         thereafter such accrued benefits shall be transferred, pursuant to
         Section 5.1(b), to the SDS Retirement Security Plan.

         5.2. Continuation of Kerr UAW Union Retirement Plan Required.

                  (a) SDS Kerr UAW Union Retirement Plan. Effective as of the
         Effective Date, SDS or the Dental Business Subsidiaries shall continue
         to maintain the SDS Kerr UAW Union Retirement Plan and its related
         trust for the benefit of eligible Dental Business Employees and their
         beneficiaries. Prior to the Effective Date, the Dental Business
         Subsidiaries maintained such Plan as the Sybron Kerr UAW Union
         Retirement Plan. As of the Effective Date, the SDS Kerr UAW Union
         Retirement Plan shall continue to be identical, in all material
         respects, to the Sybron Kerr UAW Union Retirement Plan which the Dental
         Business Subsidiaries maintained prior to the Effective Date.
         Thereafter, however, and in accordance with Section 3.1, SDS in its
         sole discretion shall determine the features of the SDS Kerr UAW Union
         Retirement Plan; provided, however, that any protected benefit
         (including any optional form of distribution) under section 411(d)(6)
         of the Code, and any service rules, vesting rules or other features
         which must be preserved under the SDS Kerr UAW Union Retirement Plan in
         order to comply with applicable Code requirements with respect to all
         or any portion of the accrued benefits thereunder shall continue to be
         in effect, on and after the Effective Date, with respect to all or any
         portion of such accrued benefits. As of the Effective Date, the trustee
         of the trust which relates to the SDS Kerr UAW Union Retirement Plan
         shall be the same as the trustee of the trust which related to the
         Sybron Kerr UAW Union Retirement Plan prior to the Effective Date.
         Thereafter, however, and in accordance with Section 3.1, SDS in its
         sole discretion may appoint a successor trustee of the trust which
         relates to the SDS Kerr UAW Union Retirement Plan. Sybron and SDS shall
         cooperate with one another and with the trustee of the SDS Kerr UAW
         Union Retirement Plan in facilitating SDS's or the Dental Business
         Subsidiaries' continued maintenance of such Plan on and after the
         Effective Date. SDS hereby further agrees to take all actions necessary
         to obtain, as soon

                                       19


<PAGE>   20

         as practicable, an Internal Revenue Service determination that the SDS
         Kerr UAW Union Retirement Plan continues to meet the applicable
         requirements of section 401(a) of the Code and that the trust which
         relates to the SDS Kerr UAW Union Retirement Plan meets the applicable
         requirements of section 401(a) of the Code and is exempt from tax under
         section 501(a) of the Code.

                  (b) No Kerr UAW Union Retirement Plan Distributions to Dental
         Business Employees. The accrued benefits of any Dental Business
         Employee or his beneficiary shall not be distributed from the SDS Kerr
         UAW Union Retirement Plan in connection with SDS and the Dental
         Business Subsidiaries ceasing to be Affiliates of Sybron and its
         Affiliates as of the Effective Date. Such event shall not be treated as
         a termination of employment for purposes of such Plan and distributions
         shall not be otherwise specifically permitted under such Plan as a
         result of the cessation of Affiliate status.

                  (c) Qualified Domestic Relations Orders. Effective as of the
         Effective Date, all QDROs pertaining to accrued benefits of Dental
         Business Employees under the SDS Kerr UAW Union Retirement Plan shall
         be the sole responsibility of the SDS Group.

                  (d) Testing. SDS shall conduct applicable nondiscrimination
         tests for benefits accrued under the SDS Kerr UAW Union Retirement Plan
         for the plan year of such Plan in which the Effective Date occurs.

                                   ARTICLE VI

                           NON-QUALIFIED PENSION PLANS

         6.1. Establishment of SDS Unfunded Salaried Pension Plan and Trust
Required. Effective as of the Effective Date or such later date upon which
Sybron and SDS mutually agree, SDS shall establish, for the benefit of eligible
Active Dental Business Employees and their beneficiaries, the SDS Unfunded
Salaried Pension Plan, an unfunded, nonqualified deferred compensation plan, and
the SDS Unfunded Salaried Pension Plan Trust, a related grantor trust, of which
SDS shall be the grantor, within the meaning of subpart E, part I, subchapter J,
chapter 1, subtitle A of the Code. As of the date of their establishment, the
SDS Unfunded Salaried Pension Plan and Trust shall be identical or at least
substantially similar, in all material respects, to the Sybron Unfunded Salaried
Pension Plan and Trust. Thereafter, however, and in accordance with Section 3.1,
SDS in its sole discretion shall determine the features of the SDS Unfunded
Salaried Pension Plan and Trust. All benefit liabilities for or relating to
eligible Active Dental Business Employees under the Sybron Unfunded Salaried
Pension Plan shall be transferred from Sybron to SDS on the Effective Date, but
only to the extent that any eligible Active Dental Business Employee or his
beneficiary who is a participant in such Plan on the Effective Date consents in
writing to said transfer and releases Sybron from any obligations Sybron may
have to him under such Plan. All assets held in the Sybron Unfunded Salaried
Pension Plan Trust which relate to the benefit liabilities transferred pursuant
to this Section 6.1 promptly shall be transferred to the SDS Unfunded Salaried
Pension Plan Trust effective as of the date established pursuant to this Section
6.1.


                                       20


<PAGE>   21


                                   ARTICLE VII

                              FOREIGN PENSION PLANS

         7.1. Continuation of SDS Pension Plan for Sybron Canada Required.
Effective as of the Effective Date, SDS or the Dental Business Subsidiaries
shall continue to maintain the SDS Pension Plan for Sybron Canada for the
benefit of eligible Dental Business Employees and their beneficiaries. Prior to
the Effective Date, the Dental Business Subsidiaries maintained such Plan as the
Sybron Pension Plan for Sybron Canada. As of the Effective Date, the SDS Pension
Plan for Sybron Canada shall continue to be identical or at least substantially
similar, in all material respects, to the Sybron Pension Plan for Sybron Canada
which the Dental Business Subsidiaries maintained prior to the Effective Date.
Thereafter, however, and in accordance with Section 3.1, SDS in its sole
discretion shall determine the features of the SDS Pension Plan for Sybron
Canada. As of the Effective Date, the trustee or issuer of any contract, trust,
insurance policy or other funding vehicle which relates to the SDS Pension Plan
for Sybron Canada shall be the same as the trustee or issuer of any such funding
vehicle which related to the Sybron Pension Plan for Sybron Canada prior to the
Effective Date. Thereafter, however, and in accordance with Section 3.1, SDS in
its sole discretion may appoint a successor trustee or issuer of the contract,
trust, insurance policy or other funding vehicle which relates to the SDS
Pension Plan for Sybron Canada. Sybron and SDS shall cooperate with one another
and with the trustee or issuer of any contract, trust, insurance policy or other
funding vehicle relating to the SDS Pension Plan for Sybron Canada in
facilitating SDS's or the Dental Business Subsidiaries' continued maintenance of
such Plan on and after the Effective Date. The accrued benefits of any Dental
Business Employee or his beneficiary shall not be distributed from the SDS
Pension Plan for Sybron Canada in connection with SDS and the Dental Business
Subsidiaries ceasing to be Affiliates of Sybron and its Affiliates as of the
Effective Date. Such event shall not be treated as a termination of employment
for purposes of such Plan and distributions shall not be otherwise specifically
permitted under such Plan as a result of the cessation of Affiliate status.

         7.2. SDS Transnational Retirement Scheme.

                  (a) Continuation of SDS Transnational Retirement Scheme
         Required. Effective as of the Effective Date, SDS or the Dental
         Business Subsidiaries shall continue to maintain the SDS Transnational
         Retirement Scheme for the benefit of eligible Dental Business Employees
         and their beneficiaries. Prior to the Effective Date, the Dental
         Business Subsidiaries maintained such Plan as the Sybron Transnational
         Retirement Scheme. As of the Effective Date, the SDS Transnational
         Retirement Scheme shall continue to be identical or at least
         substantially similar, in all material respects, to the Sybron
         Transnational Retirement Scheme which the Dental Business Subsidiaries
         maintained prior to the Effective Date. Thereafter, however, and in
         accordance with Section 3.1, SDS in its sole discretion shall determine
         the features of the SDS Transnational Retirement Scheme. As of the
         Effective Date, the trustee or issuer of any contract, trust, insurance
         policy or other funding vehicle which relates to the SDS Transnational
         Retirement Scheme shall be the same as the trustee or issuer of any
         contract, trust, insurance policy or other funding vehicle which
         related to the Sybron Transnational Retirement Scheme prior to the
         Effective Date. Thereafter, however, and in accordance with Section
         3.1, SDS in its sole discretion may appoint a successor trustee

                                       21



<PAGE>   22

         or issuer of the contract, trust, insurance policy or other funding
         vehicle which relates to the SDS Transnational Retirement Scheme.
         Sybron and SDS shall cooperate with one another and with the trustee or
         issuer of any contract, trust, insurance policy or other funding
         vehicle relating to the SDS Transnational Retirement Scheme in
         facilitating SDS's or the Dental Business Subsidiaries' continued
         maintenance of such Plan on and after the Effective Date. The accrued
         benefits of any Dental Business Employee or his beneficiary shall not
         be distributed from the SDS Transnational Retirement Scheme in
         connection with SDS and the Dental Business Subsidiaries ceasing to be
         Affiliates of Sybron and its Affiliates as of the Effective Date. Such
         event shall not be treated as a termination of employment for purposes
         of such Plan and distributions shall not be otherwise specifically
         permitted under such Plan as a result of the cessation of Affiliate
         status.

                  (b) Transfer of Certain Assets and Benefit Liabilities from
         the Sybron Defined Benefit Pension Plan for Selected Non-U.S.
         Employees. Effective as of the Effective Date or such later date upon
         which Sybron and SDS mutually agree, (i) the SDS Transnational
         Retirement Scheme shall assume and be solely responsible for all
         benefit liabilities for eligible Dental Business Employees and their
         beneficiaries under the Sybron Defined Benefit Pension Plan for
         Selected Non-U.S. Employees, and (ii) Sybron shall cause the accrued
         benefits of such Dental Business Employees and their beneficiaries
         under the Sybron Defined Benefit Pension Plan and the assets
         attributable thereto that are held in its related contract, trust,
         insurance policy, or other funding vehicle as of such date to be
         transferred to the SDS Transnational Retirement Scheme and its related
         contract, trust, insurance policy or other funding vehicle, and SDS
         shall cause such transferred accrued benefits and assets to be accepted
         by the SDS Transnational Retirement Scheme and its related contract,
         trust, insurance policy or other funding vehicle.

                                  ARTICLE VIII

                                  WELFARE PLANS

         8.1. Establishment of Certain SDS Welfare Plans and Trusts Required.

                  (a) Certain SDS Welfare Plans. Effective as of the Effective
         Date or such later date upon which Sybron and SDS mutually agree, SDS
         or the Dental Business Subsidiaries shall establish, for the benefit of
         eligible Dental Business Employees and their dependents or
         beneficiaries, the following SDS Welfare Plans: the SDS Accident and
         Sickness Plan, the SDS Accidental Death & Dismemberment Plan, the SDS
         Cafeteria Plan, the SDS Dental Health Care Plan, the SDS Group Life
         Insurance Plan, and the SDS Long Term Disability Plan and its related
         SDS VEBA Trust. For purposes of the preceding sentence, the term
         "eligible Dental Business Employees," when used in connection with the
         SDS Long Term Disability Plan excludes any Former Dental Business
         Employee who, as of the Effective Date, has been determined to be
         eligible to receive or who is receiving long-term disability benefits
         under the Sybron Long Term Disability Plan; any such Former Dental
         Business Employee shall continue to be covered by the Sybron Long Term
         Disability Plan on or after the Effective Date. As of the date of its
         establishment, each such SDS Welfare Plan shall be identical or at
         least substantially

                                       22


<PAGE>   23



         similar, in all material respects, to the corresponding Sybron Welfare
         Plans, specifically: the Sybron Accident and Sickness Plan, the Sybron
         Accidental Death & Dismemberment Plan, the Sybron Cafeteria Plan, the
         Sybron Dental Health Care Plan, the Sybron Group Life Insurance Plan,
         and the Sybron Long Term Disability Plan and its related Sybron VEBA
         Trust. Thereafter, however, and in accordance with Section 3.1, SDS in
         its sole discretion shall determine the features of all such SDS
         Welfare Plans.

                  (b) Transfer of Certain Assets and Benefit Liabilities From
         the Sybron VEBA Trust. Effective as of the date established pursuant to
         Section 8.1(a), (i) the SDS Long Term Disability Plan shall assume and
         be solely responsible for all benefit liabilities of eligible Dental
         Business Employees (excluding any Former Dental Business Employee who,
         as of the Effective Date, has been determined to be eligible to receive
         or who is receiving long-term disability benefits under the Sybron Long
         Term Disability Plan) and their dependents or beneficiaries under the
         Sybron Long Term Disability Plan, and (ii) Sybron shall cause the
         benefit liabilities of such eligible Dental Business Employees and
         their dependents or beneficiaries and the assets attributable thereto
         as of such date to be transferred from the Sybron VEBA Trust to the SDS
         VEBA Trust, and SDS shall cause such transferred benefit liabilities
         and assets to be accepted by the SDS VEBA Trust. Sybron agrees to cause
         the trustee of the Sybron VEBA Trust to transfer assets to the SDS VEBA
         Trust equal to the ratio of the actuarially computed value of the
         future premium payment stream for such eligible Dental Business
         Employees and their dependents or beneficiaries to the total
         actuarially computed value of the future premium payment stream for all
         eligible Laboratory Business Employees, eligible Dental Business
         Employees and their dependents or beneficiaries under the Sybron VEBA
         Trust.

                  (c) Transfer of Certain Assets and Benefit Liabilities From
         the Sybron Cafeteria Plan. Effective as of the date established
         pursuant to Section 8.1(a), (i) the SDS Cafeteria Plan shall assume and
         be solely responsible for all benefit liabilities of eligible Dental
         Business Employees and their dependents or beneficiaries under the
         Sybron Cafeteria Plan, and (ii) Sybron shall cause the benefit
         liabilities of such eligible Dental Business Employees and their
         dependents or beneficiaries and the assets attributable thereto as of
         such date to be transferred from the Sybron Cafeteria Plan to the SDS
         Cafeteria Plan, and SDS shall cause such transferred benefit
         liabilities and assets to be accepted by the SDS Cafeteria Plan. The
         elections that eligible Dental Business Employees made under the Sybron
         Cafeteria Plan for the plan year of such Plan during which the date
         established pursuant to Section 8.1(a) occurs and which are in force
         with respect to that Plan on such date shall remain in force, for the
         remainder of such plan year, under the SDS Cafeteria Plan.

         8.2 Continuation of Certain Other SDS Welfare Plans Required. Effective
as of the Effective Date, SDS or the Dental Business Subsidiaries shall continue
to maintain, for the benefit of eligible Dental Business Employees and their
dependents or beneficiaries, the following other SDS Welfare Plans: the SDS
Dental Plan for Kerr Union, the SDS Employee Assistance Plan, and the SDS
Medical Plans. Prior to the Effective Date, the Dental Business Subsidiaries
maintained such Plans as the following Sybron Welfare Plans: the Sybron Dental
Plan for Kerr Union, the Sybron Employee Assistance Plan, and the Sybron Medical
Plans. As of the Effective Date, such other SDS Welfare Plans listed above shall
be identical or at least


                                       23



<PAGE>   24

substantially similar, in all material respects, to the corresponding Sybron
Welfare Plans listed above. Thereafter, however, and in accordance with Section
3.1, SDS in its sole discretion shall determine the features of all such SDS
Welfare Plans.

         8.3. Elections, Deductibles, Co-Payments and Maximum Benefits. In
designing the SDS Welfare Plans, SDS shall use its reasonable best efforts to
recognize and give credit for (a) all amounts applied to deductibles,
out-of-pocket maximums, co-payments and other applicable benefit coverage limits
with respect to which such expenses have been incurred by Dental Business
Employees or their dependents or beneficiaries under the Sybron Welfare Plans
for the remainder of the calendar year in which the Effective Date occurs, and
(b) all benefits paid to Dental Business Employees or their dependents or
beneficiaries under the Sybron Welfare Plans for purposes of determining when
such persons have reached their lifetime maximum benefits under, the SDS Welfare
Plans.

         8.4. HCFA Administration. As of the Effective Date, SDS shall assume
all liabilities relating to, arising out of or resulting from claims verified by
Sybron or SDS under the HCFA data match reports that relate to Dental Business
Employees or their dependents or beneficiaries.

         8.5. COBRA. Effective as of the Effective Date, SDS shall be solely
responsible for ensuring that the administrator of each SDS Welfare Plan which
is a group health plan (within the meaning of section 4980B(g)(2) of the Code
and section 607(1) of ERISA) provides and gives notice of the required COBRA
continuation coverage available to each Dental Business Employee who is a COBRA
qualified beneficiary (within the meaning of section 4980B(g)(1) of the Code and
section 607(3) of ERISA) whose COBRA qualifying event (within the meaning of
section 4980B(f)(3) of the Code and section 603 of ERISA) occurred prior to, on,
or after the Effective Date.

                                   ARTICLE IX

                       RESPONSIBILITY AND INDEMNIFICATION

         9.1. Sybron to Indemnify SDS. Sybron is solely responsible for any
Sybron Benefit Plan which Sybron or the Dental Business Subsidiaries maintained,
prior to the Effective Date, for the benefit of Laboratory Business Employees,
Dental Business Employees, or any of their respective dependents or
beneficiaries, other than any Sybron Benefit Plan which the Dental Business
Subsidiaries maintained, prior to the Effective Date, solely for the benefit of
Dental Business Employees or their dependents or beneficiaries. Sybron also is
solely responsible for any Sybron Benefit Plan which Sybron maintains, on or
after the Effective Date, for the benefit of Laboratory Business Employees,
Former Dental Business Employees, or any of their respective dependents or
beneficiaries. Consequently, Sybron, on behalf of itself and the Laboratory
Business Subsidiaries, shall indemnify, hold harmless and defend SDS and the
Dental Business Subsidiaries from and against any damages, claims (including,
but not limited to, unfair labor practice claims), liabilities, obligations,
costs of defense (including attorneys' fees), expenses, fines, levies,
assessments, charges, penalties, damages, settlements or awards asserted against
SDS or the Dental Business Subsidiaries associated with any Sybron Benefit Plans
for which Sybron is solely responsible pursuant to this Section 9.1.

         9.2. SDS to Indemnify Sybron. SDS is solely responsible for any Sybron
Benefit Plan which the Dental Business Subsidiaries maintained, prior to the
Effective Date, solely for the

                                       24


<PAGE>   25


benefit of Dental Business Employees or their dependents or beneficiaries. SDS
also is solely responsible for any SDS Benefit Plan which SDS maintains, on or
after the Effective Date, for the benefit of Dental Business Employees or their
dependents or beneficiaries. Consequently, SDS, on behalf of itself and the
Dental Business Subsidiaries, shall indemnify, hold harmless and defend Sybron
and the Laboratory Business Subsidiaries from and against any damages, claims
(including, but not limited to, unfair labor practice claims), liabilities,
obligations, costs of defense (including attorneys' fees), expenses, fines,
levies, assessments, charges, penalties, damages, settlements or awards asserted
against Sybron or the Laboratory Business Subsidiaries associated with any
Sybron Benefit Plan or SDS Benefit Plan for which SDS is solely liable pursuant
to this Section 9.2. Without limiting the foregoing, it is specifically
contemplated that SDS's indemnity shall extend to any claims made against Sybron
or the Laboratory Business Subsidiaries for benefits which would have been
provided by Sybron or the Laboratory Business Subsidiaries to Dental Business
Employees or their dependents or beneficiaries under the Sybron Benefit Plans
had the Dental Business Employees remained employees of Sybron or the Laboratory
Business Subsidiaries on or after the Effective Date and which would have
applied to them had they continued to be eligible to participate under the
Sybron Benefit Plans, but which are not provided by SDS or the Dental Business
Subsidiaries on or after the Effective Date.

         9.3. Procedures. Sybron and SDS agree generally to follow the
procedures for notification of a claim for defense or indemnification and the
procedures for obtaining indemnification or defense as set forth in Articles V
and VI of the General Assignment, Assumption and Agreement Regarding Litigation,
Claims, and Other Liabilities attached as Exhibit C to the Contribution
Agreement (the "Assignment Agreement").

                                    ARTICLE X

                             ADMINISTRATIVE MATTERS

         10.1. Reporting and Disclosure Communications to Participants. While
SDS is a Participating Employer in the Sybron Benefit Plans, SDS shall take, or
cause to be taken, all actions necessary or appropriate to facilitate the
distribution of all Sybron Benefit Plan-related communications and materials to
Dental Business Employees, including (without limitation) summary plan
descriptions and related summaries of material modification(s), summary annual
reports, investment information, prospectuses, notices and enrollment material
for the Sybron Benefit Plans. SDS shall reimburse Sybron for any and all actual
costs and expenses relating to the copies of all such documents provided to SDS,
except to the extent such costs are otherwise addressed in this Agreement or
pursuant to another agreement between the parties. SDS shall assist, and SDS
shall cause each other applicable member of the SDS Group to assist, Sybron in
complying with all reporting and disclosure requirements of ERISA and the Code,
including the preparation of Form Series 5500 annual reports for the Sybron
Benefit Plans, where applicable.

         10.2. Audits Regarding Vendor Contracts. From the period beginning as
of the Effective Date and ending on such date as Sybron and SDS may mutually
agree, Sybron and SDS and their duly authorized representatives shall have the
right to conduct joint audits with respect to any vendor contracts that relate
to both the Sybron Welfare Plans and the SDS Welfare Plans. The scope of such
audits shall encompass the review of all correspondence, account records, claim
forms, canceled drafts (unless retained by the bank), provider bills, medical
records submitted with claims, billing corrections, vendors' internal
corrections of previous errors and any other


                                       25



<PAGE>   26

documents or instruments relating to the services performed by the vendor under
the applicable vendor contracts. Sybron and SDS shall agree on the performance
standards, audit methodology, auditing policy and quality measures, reporting
requirements, and the manner in which costs incurred in connection with such
audits will be shared.

         10.3. Employee Identification Numbers. Until the Effective Date, Sybron
and SDS shall not change any employee identification numbers assigned by Sybron.
Sybron and SDS mutually agree to establish a policy pursuant to which employee
identification numbers assigned to either employees of Sybron or SDS shall not
be duplicated between Sybron and SDS.

         10.4. Beneficiary Designations. All life insurance beneficiary
designations made by Dental Business Employees for any of the Sybron Benefit
Plans shall be transferred to and shall continue to be in full force and effect
under the corresponding SDS Benefit Plans until they are replaced or revoked by
the Dental Benefit Employees who made them; provided, however, that any such SDS
Benefit Plan may provide otherwise. All beneficiary designations made by Dental
Business Employees under the Sybron Pension Plans shall continue to be in full
force and effect under such Plans until they are replaced or revoked by the
Dental Business Employees who made them. Dental Business Employees shall
designate beneficiaries pursuant to the terms of any SDS Pension Plans, and such
beneficiary designations, once made, shall supersede all beneficiary
designations previously made by Dental Business Employees under the
corresponding Sybron Pension Plans, but only to the extent and as of the later
of the date that SDS has either assumed, established, or continued sponsoring
such Plans and, if applicable, the date that the Dental Business Employees'
accounts and/or accrued benefits under the applicable Sybron Pension Plans have
been transferred to the corresponding SDS Pension Plans pursuant to this
Agreement. If a Dental Business Employee fails to designate a beneficiary under
any SDS Pension Plan, his account or accrued benefit under such Plan shall be
payable pursuant to the automatic beneficiary rules thereunder.

         10.5. Requests for IRS and DOL Opinions. Sybron and SDS shall make such
applications to regulatory agencies, including the IRS and DOL, as may be
necessary or appropriate. SDS and Sybron shall cooperate fully with one another
on any issue relating to the transactions contemplated by this Agreement for
which Sybron and/or SDS elects to seek a determination letter or private letter
ruling from the IRS or an advisory opinion from the DOL. SDS shall reimburse
Sybron for all out-of-pocket costs and expenses incurred by Sybron in connection
with any such applications made on behalf of SDS.

         10.6. Fiduciary Matters. Sybron and SDS each acknowledge that actions
contemplated to be taken pursuant to this Agreement may be subject to fiduciary
duties or standards of conduct under ERISA or other applicable law, and no party
shall be deemed to be in violation of this Agreement if such party fails to
comply with any provisions hereof based upon such party's good faith
determination that to do so would violate such a fiduciary duty or standard.

         10.7. Consent of Third Parties. If any provision of this Agreement is
dependent upon the consent of any third party (such as a vendor) and such
consent is withheld, Sybron and SDS shall use their commercially reasonable best
efforts to implement the applicable provisions of this Agreement. If any
provision of this Agreement cannot be implemented due to the failure of such


                                       26



<PAGE>   27

third party to consent, Sybron and SDS shall negotiate in good faith to
implement the provision in a mutually satisfactory manner.

         10.8. Tax Cooperation. In connection with the interpretation and
administration of this Agreement, Sybron and SDS shall take into account the
agreements and policies established pursuant to the Contribution Agreement and
the parties' intent to qualify the Distribution as a tax-free reorganization
under the Code.

                                   ARTICLE XI

                           EMPLOYMENT-RELATED MATTERS

         11.1. Terms of SDS Employment. Except as otherwise provided in this
Agreement, on and after the Effective Date, SDS shall have sole responsibility
for determining all basic terms and conditions of employment for Dental Business
Employees including, without limitation, their pay and benefits in the
aggregate. Nothing in this Agreement or the Contribution Agreement or any other
agreement between the parties should be construed to change the at-will status
of any of the employees of the Sybron Group or the SDS Group.

         11.2. Confidentiality and Proprietary Information. No provision of this
Agreement or the Contribution Agreement or any ancillary agreement shall be
deemed to release any individual for any violation of the Sybron or SDS
agreement or policy pertaining to confidential or proprietary information of any
member of the Sybron Group or SDS Group, as the case may be, or otherwise
relieve any individual of his or her obligations under such agreement or policy.

         11.3. Personnel and Pay Records. For the period beginning on the
Effective Date and ending on such date as Sybron and SDS may mutually agree,
Sybron shall make reasonably available to SDS, subject to applicable laws on
confidentiality and data protection, all current and historic forms, documents
or information, no matter in what format stored, relating to pre-Effective Date
personnel, medical records, and payroll information for Dental Business
Employees. Such forms, documents or information may include, but is not limited
to: (a) information regarding a Dental Business Employee's ranking or
promotions; (b) the existence and nature of garnishment orders or other judicial
or administrative actions or orders affecting an employee's or service
provider's compensation; and (c) performance evaluations. SDS shall fully
reimburse Sybron for all out-of-pocket costs and expenses incurred by Sybron in
connection with such availability and access.

         11.4. Non-Termination of Employment; No Third-Party Beneficiaries. No
provision of this Agreement or the Contribution Agreement or any other agreement
between the parties shall be construed to create any right, or accelerate
entitlement, to any compensation or benefit whatsoever on the part of any Dental
Business Employee or other future, present or former employee of Sybron or SDS
under any Sybron Benefit Plan, SDS Benefit Plan or otherwise. Without limiting
the generality of the foregoing, except as provided in this Agreement, neither
the Distribution nor the termination of the Participating Employer status of SDS
or any member of the SDS Group under the Sybron Benefit Plans shall cause any
employee to be deemed to have incurred a termination of employment.


                                       27


<PAGE>   28


                                   ARTICLE XII

                               DISPUTE RESOLUTION

         12.1. Attempt to Settle. In an effort to resolve informally and
amicably any claim or controversy arising out of or related to the
interpretation or performance of this Agreement without resorting to litigation,
a party shall first notify the other of any difference or dispute under this
Agreement that requires resolution. Sybron and SDS each shall designate an
employee to investigate, discuss and seek to settle the matter between them. If
the two are unable to settle the matter within 30 days after notification (or
such longer period as may be agreed to expressly by the parties), the matter
shall be submitted to a senior officer of Sybron and SDS, respectively, for
consideration.

         12.2. Alternative Dispute Resolution: Litigation. If a settlement
cannot be reached through the efforts of the senior officers within an
additional 30 days, or such longer time period as they shall agree upon, the
parties shall consider mediation, arbitration or other alternative means to
resolve the dispute. If they are unable to agree on an alternative dispute
resolution mechanism, either party may initiate legal proceedings to resolve the
matter.

                                  ARTICLE XIII

                                     NOTICES

         13.1. General. 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 actually 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 Specialties, Inc.
                                         1717 West Collins Avenue
                                         Orange, California 92867
                                         Attention:  General Counsel


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

                                   ARTICLE XIV

                                  MISCELLANEOUS

         14.1. Effect If Distribution Does Not Occur. If the Distribution does
not occur, then all actions and events that are, under this Agreement, to be
taken or occur effective as of the Effective Date, or otherwise in connection
with the Distribution, shall not be taken or occur except to the extent
specifically agreed by Sybron and SDS.

                                       28



<PAGE>   29

         14.2. 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.

         14.3. 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 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.

         14.4. 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.

         14.5. 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.

         14.6. 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.

         14.7. 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.

         14.8. 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
limitation, matters of validity, construction, effect, performance and remedies.


                                       29



<PAGE>   30


         14.9. 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.

         14.10. Gender and Number. When the context requires, masculine,
feminine and neuter genders shall be used interchangeably, and the singular
shall be deemed to include the plural and vice versa.

         14.11. 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.

         14.12. 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.

         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



                                       30


<PAGE>   31


                                   SCHEDULE 1

                              SYBRON BENEFIT PLANS

I.  Sybron Pension Plans

         A.   Qualified Savings and Thrift Plans.

                  1.  Sybron International Corporation Savings and Thrift
                      Plan for Salaried Employees; and
                  2.  Sybron International Corporation Savings and Thrift
                      Plan for Hourly Employees.

         B.   Qualified Defined Benefit Pension Plans.

                  1.  Sybron Retirement Security Plan; and
                  2.  Retirement Plan of Kerr Corporation for its Employees
                      Represented for Collective Bargaining by International
                      Union, United Automobile, Aerospace and Agricultural
                      Implement Workers of America (UAW) and Its West Side Local
                      174, UAW.

         C.   Non-Qualified Pension Plans.

                  1.  Sybron Corporation Unfunded Salaried Pension Plan and
                      the Trust Under the Sybron Corporation Unfunded
                      Salaried Pension Plan; and
                  2.  Sybron Corporation Deferred Compensation Plan and the
                      Trust Under the Sybron Corporation Deferred
                      Compensation Plan.

         D.   Foreign Pension Plans.

                  1.  Pension Plan for Employees of Sybron Canada Limited;
                  2.  Defined Benefit Pension Plan for Selected Non-US
                      Employees (also known as the "TCN" Plan); and
                  3.  Sybron Transnational Retirement Scheme.

II.  Sybron Welfare Plans

         A.   Plans Covering, Among Others, Eligible Dental Business Employees.

                  1.  Sybron Plan for Dental Health Care (self-insured;
                      third-party administrator is BlueCross BlueShield,
                      Rochester, NY);
                  2.  Sybron Cafeteria Plan;
                  3.  Sybron Long Term Disability Plan (UNUM Policy Numbers
                      501897 and 102973) and Sybron Corporation Employee
                      Benefits Trust;
                  4.  Sybron Accident and Sickness Plan (UNUM Policy Number
                      501897, NYDBL Policy Number 455827, and NJTDB Policy
                      Number 391682);
                  5.  Sybron Group Life Insurance Plan (UNUM Policy Number
                      501897); and
                  6.  Sybron Accidental Death & Dismemberment Plan (UNUM
                      Policy Numbers GRS 14072 and GBR 14073).


                                      1-1

<PAGE>   32

         B.  Plans Covering Dental Business Employees Only.
                  1.  BlueCross of California Medical Plans, Active Employees:
                           a.  California Care HMO, 57P10A, California;
                           b.  Prudent Buyer PPO, 1249FA, California;
                           c.  Blue Card Plus Traditional, 1249FL;
                           d.  Blue Card PPO, 1249FR, 1249FT:
                           e.  Blue Card EPO, 1323XA-K, Wisconsin, Washington,
                               Massachusetts, Connecticut, and Michigan; and
                           f.  Fee-For-Service for International Employees,
                               1249FC.
                  2.  BlueCross of California Retiree Medical Plans:
                           a.  California Care HMO, 57P10C, 57P10D;
                           b.  Blue Card PPO, Under 65, 1249FV'
                           c.  Blue Card Plus Traditional:
                                    i.  Grandfather Plan, Under 65, 1249FN;
                                    ii. Core Plan, Under 65, 1249FP;
                                    iii.High Option Plan, Under 65, 1249FQ.
                           d.  Fee-For-Service:
                                    i.  Retirees Over 65, frozen out of
                                        grandfather/core/high options, 1249FG;
                                    ii. Grandfather Plan, Over 65, 1249FH;
                                    iii.Core Plan, Over 65, 1249FJ;
                                    iv. High Option, Over 65, 1249FK.
                  3.  CHIP Medical Plan for Metrex, Colorado,
                      Group # METREXR02718;
                  4.  HAP Medical Plan for Kerr Union Active and Retired,
                      Michigan, Group Numbers 001590091,
                      001590054, and 001590067;
                  5.  MEDICA, Group Number 20385, Medical for Pinnacle,
                      Minnesota;
                  6.  BlueCare Network HMO Medical Plan for Kerr Union:
                           a.  Active, Number 15503001; and
                           b.  Retired:
                                    i.  Under 65, Number 15503999; and
                                    ii. Over 65, Number 15503901;
                  7.  Express Script Prescription Plan for Retirees, Tax
                      Identification Number 43-1420563;
                  8.  Midwestern Dental Plan for Kerr Union, Group 6267,
                      Plan 006;
                  9.  Vision Service Plan, Group Number 00105129; and
                  10. Employee Assistance Plan, The Wellness Group,
                      Southfield, Michigan.


                                      1-2


<PAGE>   33


                                   SCHEDULE 2

                                SDS BENEFIT PLANS

I.  SDS Pension Plans

         A.   Qualified Savings and Thrift Plans.
                  1.  Sybron Dental Specialties, Inc. Savings and Thrift Plan
                      for Salaried Employees;1 and
                  2.  Sybron Dental Specialties, Inc. Savings and Thrift Plan
                      for Hourly Employees.1

         B.   Qualified Defined Benefit Pension Plans.
                  1.  Sybron Dental Specialties, Inc. Retirement
                      Security Plan;1 and
                  2.  Retirement Plan of Kerr Corporation for its Employees
                      Represented for Collective Bargaining by
                      International Union, United Automobile, Aerospace and
                      Agricultural Implement Workers of America (UAW) and
                      Its West Side Local 174, UAW.2

         C.   Non-Qualified Pension Plans.
                  1.  Sybron Dental Specialties, Inc. Unfunded Salaried
                      Pension Plan and the Trust Under the Sybron Dental
                      Specialties, Inc. Unfunded Salaried Pension Plan.1

         D.   Foreign Pension Plans.
                  1.  Pension Plan for Employees of Sybron Canada Limited;2 and
                  2.  Sybron Transnational Retirement Scheme.2

II.  SDS Welfare Plans
                  1.  Sybron Dental Specialties, Inc. Plan for Dental
                      Health Care ;1
                  2.  Sybron Dental Specialties, Inc. Cafeteria Plan;1
                  3.  Sybron Dental Specialties, Inc. Long Term Disability Plan
                      and Sybron Dental Specialties, Inc. Employee Benefits
                      Trust;1
                  4.  Sybron Dental Specialties, Inc. Accident and
                      Sickness Plan;1
                  5.  Sybron Dental Specialties, Inc. Group Life
                      Insurance Plan;1
                  6.  Sybron Dental Specialties, Inc. Accidental Death &
                      Dismemberment Plan;1
                  7.  BlueCross of California Medical Plans, Active Employees;2
                           a.  California Care HMO, 57P10A, California;2
                           b.  Prudent Buyer PPO, 1249FA, California;2
                           c.  Blue Card Plus Traditional, 1249FL;2
                           d.  Blue Card PPO, 1249FR, 1249FT;2
                           e.  Blue Card EPO, 1323XA-K, Wisconsin, Washington,
                               Massachusetts, Connecticut, and Michigan;2 and
                           f.  Fee-For-Service for International
                               Employees, 1249FC.2


----------
1    Established pursuant to Employee Benefits Agreement.
2    Continued to be maintained pursuant to Employee Benefits Agreement.



                                      2-1



<PAGE>   34


                  8.  BlueCross of California Retiree Medical Plans;2
                           a.  California Care HMO, 57P10C, 57P10D; 2
                           b.  Blue Card PPO, Under 65, 1249FV;2
                           c.  Blue Card Plus Traditional:2
                                    i.  Grandfather Plan, Under 65, 1249FN;2
                                    ii. Core Plan, Under 65, 1249FP;2
                                    iii.High Option Plan, Under 65, 1249FQ.2
                           d.  Fee-For-Service:2
                                    i.  Retirees Over 65, frozen out of
                                        grandfather/core/high options, 1249FG;2
                                    ii. Grandfather Plan, Over 65, 1249FH;2
                                    iii.Core Plan, Over 65, 1249FJ;2
                                    iv. High Option, Over 65, 1249FK.2
                  9.  CHIP Medical Plan for Metrex, Colorado,
                      Group # METREXR02718;2
                  10. HAP Medical Plan for Kerr Union Active and Retired,
                      Michigan, Group Numbers 001590091, 001590054, and
                      001590067;2
                  11. MEDICA, Group Number 20385, Medical for Pinnacle,
                      Minnesota;2
                  12. BlueCare Network HMO Medical Plan for Kerr Union;2
                           a.  Active, Number 15503001;2 and
                           b.  Retired:2
                                    i.  Under 65, Number 15503999;2 and
                                    ii. Over 65, Number 15503901;2
                  13. Express Script Prescription Plan for Retirees, Tax
                      Identification Number 43-1420563;2
                  14. Midwestern Dental Plan for Kerr Union, Group 6267,
                      Plan 006;2
                  15. Vision Service Plan, Group Number 00105129;2 and
                  16. Employee Assistance Plan, The Wellness Group,
                      Southfield, Michigan.2



                                      2-2


<PAGE>   35


                                   SCHEDULE 3

           Transfer of Assets from the Sybron Retirement Security Plan

                       to the SDS Retirement Security Plan



         The Sybron Retirement Security Plan covers participants other than the
Active Dental Business Employees. As a result, the transfer of assets from the
trust related to the Sybron Retirement Security Plan to the trust related to the
SDS Retirement Security Plan shall be made in accordance with the rules for the
spin-off of liabilities from an ongoing pension plan under section 414(l) of the
Code. Using Pension Benefit Guaranty Corporation (PBGC) plan termination
assumptions (which will satisfy both section 414(l) of the Code and the PBGC),
the Sybron Retirement Security Plan will be underfunded as of the Effective
Date. The procedure for the transfer of assets from the trust related to the
Sybron Retirement Security Plan to the trust related to the SDS Retirement
Security Plan shall be as follows:

                  1. The value of the assets and liabilities as of the Effective
         Date shall be determined for the Sybron Retirement Security Plan.
         Liabilities shall be calculated separately for all participants under
         the Sybron Retirement Security Plan and for those participants under
         such Plan who are Active Dental Business Employees. Liabilities for
         accrued benefits shall be allocated to the PBGC's priority categories
         under section 4044 of ERISA, with proper reflection of applicable
         provisions of the Sybron Retirement Security Plan, as if such Plan had
         terminated on the Effective Date.

                  2. Assets shall be allocated to those participants under the
         Sybron Retirement Security Plan who are Active Dental Business
         Employees to fully cover the amount of liability in each successive
         priority category under section 4044 of ERISA (starting with category
         1) until the priority category is reached in which previously
         unallocated assets do not fully cover all liabilities for all
         participants under the Sybron Retirement Security Plan. For that
         priority category, assets for the liabilities of all participants under
         the Sybron Retirement Security Plan who are Active Dental Business
         Employees will be allocated in the same ratio as the remaining assets
         are able to fund the liabilities in that priority category for all
         participants under such Plan.

                  3. As soon as practicable after the Effective Date and
         provided the PBGC does not raise objections during the notice period,
         assets of the Sybron Retirement Security Plan shall be transferred from
         the trust related to such Plan to the trust related to the SDS
         Retirement Security Plan for the accrued benefits of all participants
         under the Sybron Retirement Security Plan who are Active Dental
         Business Employees to the extent funded (as described in subsection 2.,
         above). The amount of assets to be transferred to the trust related to
         the SDS Retirement Security Plan shall be adjusted by a pro rata share
         of Sybron Retirement Security Plan earnings, appreciation and
         depreciation for the period of time between the Effective Date and the
         date on which the assets actually are transferred, taking into account
         any payments made to participants during that period.


                                      3-1