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                                                                   EXHIBIT 10.42


                        SYBRON INTERNATIONAL CORPORATION
                  DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
                                    1994 PLAN

         Option granted this __ day of _______, 19__, by SYBRON INTERNATIONAL
CORPORATION, a Wisconsin corporation (hereinafter called the "Company"), to
                    (hereinafter called the "Grantee") pursuant to the
Sybron International Corporation Amended and Restated 1994 Outside Directors'
Stock Option Plan (the "Plan"). Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Plan.

         NOW, THEREFORE, it is agreed as follows:

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

         2.       Period for Exercise. This Option shall become exercisable
                  beginning six months from the date of grant (______ __, 19__),
                  regardless of whether Grantee is still a Director on such
                  date. All rights to exercise this Option shall terminate upon
                  the earlier of (a) ten (10) years from the date the Option is
                  granted (_____ __, ____), or (b) two (2) years from the date
                  the Grantee ceases to be a Director.

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

         4.       Method of Valuation. For all purposes of this Agreement, the
                  Fair Market Value of shares of Company Stock on any date shall
                  mean the average of the highest and lowest quoted selling
                  prices for the Company Stock on the relevant date, or (if
                  there were no sales on such date) the weighted average of the
                  means between the highest and lowest quoted

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                  selling prices on the nearest day before and the nearest day
                  after the relevant date, as reported in The Wall Street
                  Journal or a similar publication selected by the Committee.

         5.       Deferral of Exercise. If at any time the Board of Directors of
                  the Company shall determine, in its discretion, that the
                  listing, registration, or qualification of securities upon any
                  securities exchange or under any state or federal law, or the
                  consent or approval of any government regulatory body, is
                  necessary or desirable as a condition of, or in connection
                  with, the granting of this Option or the issue or purchase of
                  securities hereunder, this Option may not be exercised in
                  whole or in part unless such listing, registration,
                  qualification, consent or approval shall have been effected or
                  obtained free of any conditions not acceptable to the Board.
                  In particular, without limitation, although the Company
                  intends to exert its best efforts so that the shares
                  purchasable upon the exercise of the Option will be registered
                  under, or exempt from the registration requirements of, the
                  federal Securities Act of 1933 (the "Act") and any applicable
                  state securities law, if the exercise of this Option or any
                  part of it would otherwise result in the violation by the
                  Company of any provision of the Act or of any state securities
                  law, the Company may require that such exercise be deferred
                  until the Company has taken appropriate action to avoid any
                  such violation.

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

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

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

         9.       Notices. Any notice to be given to the Company under the terms
                  of this Option shall be addressed to the Company, in care of
                  its Secretary, at 411

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

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

         11.      Successors. All obligations of the Company under the Plan
                  shall be binding on any successor to the Company, whether the
                  existence of such successor is the result of a direct or
                  indirect purchase, merger, consolidation, or otherwise, of all
                  or substantially all of the business and/or assets of the
                  Company.

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

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

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


         IN WITNESS WHEREOF, the Company has caused these presents to be
executed in its behalf by its President and attested by its Secretary or one of
its Assistant Secretaries, and the Grantee has hereunto set his/her hand and
seal, all as of the day and

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year first above written, which is the date of the granting of the Option
evidenced hereby.


                                                SYBRON INTERNATIONAL CORPORATION



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


ATTEST:


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



                                                -------------------------------
                                                Grantee




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