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                                                                     EXHIBIT 2.8

                   CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT


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

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

         WHEREAS, Sybron and the Laboratory Business Subsidiaries (as defined in
the Contribution Agreement) (together, the "Sybron Parties") are the proprietary
owners of confidential information concerning their business operations,
including but not limited to customer lists, business practices, trade secrets,
pricing information, technical know-how, and competitive information (the
"Sybron Proprietary Information");

         WHEREAS, SDS and the Dental Business Subsidiaries (as defined in the
Contribution Agreement) (together, the "SDS Parties") are the proprietary owners
of confidential information concerning their business operations, including but
not limited to customer lists, business practices, trade secrets, pricing
information, technical know-how, and competitive information (the "SDS
Proprietary Information");

         WHEREAS, prior to the Effective Date (as defined in the Contribution
Agreement) certain employees of the SDS Parties were privy to the Sybron
Proprietary Information;

         WHEREAS, prior to the Effective Date, certain employees of the Sybron
Parties were privy to the SDS Proprietary Information;

         WHEREAS, Sybron and SDS have entered into certain agreements to govern
their relationship after the Effective Date which will require that Sybron and
SDS disclose information to one another which one or the other safeguards as
confidential (the "Spin-Off Information") (the Sybron Proprietary Information,
the SDS Proprietary Information, and the Spin-Off Information is referred to
collectively as the "Confidential Information"); and

         WHEREAS, Sybron and SDS consider the Confidential Information to be
valuable, confidential and not otherwise available for disclosure.




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         NOW, THEREFORE, in consideration of the promises set forth herein, the
parties do hereby agree as follows:

         1.       Proprietary Information.

                  (a)      From the Effective Date, Sybron and SDS agree to
                           treat the other party's Confidential Information as
                           confidential and acknowledge that the equivalent of a
                           confidential relationship between Sybron and SDS is
                           established with respect to the Confidential
                           Information.

                  (b)      Each party agrees to disclose the Confidential
                           Information of the other party only to such
                           employee(s), representatives, advisers, officers,
                           directors and agents as necessary and only if such
                           persons agree to respect the confidential
                           relationship between Sybron and SDS. Neither party,
                           nor any of their respective employee(s),
                           representatives, advisers, officers, directors and
                           agents shall make any use or disclosure of the
                           Confidential Information to any other third party
                           without the other party's prior written consent.

         2.       Non-Confidential Information.

                  The provisions of this Agreement shall not apply to:

                  (a)      information which at the time of disclosure is
                           generally available to the public in a published
                           work; or

                  (b)      information which, after disclosure by either a
                           Sybron Party or an SDS Party to the other, becomes
                           published or generally available to the public, other
                           than through any act or omission on the part of a
                           Sybron Party or an SDS Party in violation of this
                           Agreement; or

                  (c)      information which either a Sybron Party or an SDS
                           Party can show was in its possession at the time of
                           disclosure by the other party and which was not
                           acquired directly or indirectly from the other party
                           either prior to, on or after the Effective Date; or

                  (d)      information rightfully acquired from third parties
                           who did not obtain it under pledge of secrecy to
                           either a Sybron Party or an SDS Party; or

                  (e)      information required to be disclosed pursuant to a
                           court, federal regulatory agency, or state regulatory
                           agency order, or required to be disclosed pursuant to
                           any federal or state statutory or regulatory
                           provision; provided that the disclosing party
                           provides the other party with at least five (5)
                           business days advance written notice of such
                           disclosure; and provided further that the



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                           disclosing party shall provide the other party with
                           the opportunity to obtain a protective order
                           restricting the disclosure of the information.

         3.       Conflicts between this Agreement and Any Other Agreement(s).
Sybron and SDS agree that these provisions of this Agreement are superseded by
corresponding provisions that are included in the Contribution Agreement and
Contribution Documents (as defined in the Contribution Agreement).

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

         5.       Notices.

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

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

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

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

          6.      Miscellaneous.

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




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                  (b)      Assignment. This Agreement and all the provisions
                           hereof shall be binding upon and inure to the benefit
                           of the parties and their respective successors and
                           permitted assigns, but neither this Agreement nor any
                           of the rights, interests or obligations hereunder
                           shall be assigned by either party without the prior
                           written consent of the other party; except that this
                           Agreement may be assigned to a parent or subsidiary
                           of a party, or to a third party acquiring
                           substantially all of the assets of a party, without
                           such prior written consent to such an assignment,
                           provided that any such third party expressly assumes,
                           and agrees to be bound by the terms of, this
                           Agreement, and provided further that the assigning
                           party shall not be relieved of any of its obligations
                           hereunder in the event of such an assignment.

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

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

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

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




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                           negotiate in good faith to modify this Agreement so
                           as to effect the original intent of the parties as
                           closely as possible.

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

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

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

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



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


                               SYBRON INTERNATIONAL CORPORATION



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


                               SYBRON DENTAL SPECIALTIES, INC.



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




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