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                      FISHER SCIENTIFIC INTERNATIONAL INC.
                         1998 EQUITY AND INCENTIVE PLAN




<PAGE>






                      FISHER SCIENTIFIC INTERNATIONAL INC.
                         1998 EQUITY AND INCENTIVE PLAN

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Section                                                                                          Page
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<S>                                                                                         <C>
         1. Purpose; Types of Awards; Construction............................................1

         2. Definitions.......................................................................1

         3. Administration....................................................................5

         4. Eligibility.......................................................................6

         5. Stock Subject to the Plan.........................................................7

         6. Specific Terms of Awards..........................................................8

         7. Change in Control Provisions.....................................................13

         8. Loan Provisions..................................................................14

         9. General Provisions...............................................................14


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                                       i
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                      FISHER SCIENTIFIC INTERNATIONAL INC.
                         1998 EQUITY AND INCENTIVE PLAN

     1. Purpose; Types of Awards; Construction Purpose

     The purposes of the 1998 Equity and Incentive Plan of Fisher Scientific
International Inc. (the "Plan") are to afford an incentive to selected employees
and independent contractors of Fisher Scientific International Inc. (the
"Company") or any Subsidiary or Affiliate that now exists or hereafter is
organized or acquired, to continue as employees or independent contractors, as
the case may be, to increase their efforts on behalf of the Company and to
promote the success of the Company's business. Pursuant to the Long-Term
Incentive Program described herein, there may be granted stock options
(including "incentive stock options" and "nonqualified stock options"), stock
appreciation rights (either in connection with stock options granted under the
Plan or independently of stock options), restricted stock, restricted stock
units, dividend equivalents and other long-term stock- or cash-based Awards, and
pursuant to the Annual Incentive Bonus Program described herein, there may be
granted short-term stock- or cash-based Awards. The Plan also provides the
authority to make loans to exercise stock options or otherwise purchase shares
of stock. The Plan is designed so that Awards granted hereunder intended to
comply with the requirements for "performance-based compensation" under Section
162(m) of the Code may comply with such requirements and insofar as may be
applicable to such Awards, the Plan shall be interpreted in a manner consistent
with such requirements.

     2. Definitions

     For purposes of the Plan, the following terms shall be defined as set forth
below:

         (1) "Affiliate" means an affiliate of the Company, as defined in Rule
12b-2 promulgated under Section 12 of the Exchange Act.

         (2) "Award" means any Option, SAR, Restricted Stock, Restricted Stock
Unit, Dividend Equivalent or Other Stock-Based Award or Other Cash-Based Award
granted under the Plan.

         (3) "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award.



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<PAGE>



         (4) "Board" means the Board of Directors of the Company.

         (5) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

         (6) "Committee" means the committee established by the Board to
administer the Plan, the composition of which shall at all times satisfy the
provisions Section 162(m) of the Code. Each member of the Committee shall be a
Non-Employee Director as defined in Rule 16b-3 under the Exchange Act.

         (7) "Company" means Fisher Scientific International Inc., a corporation
organized under the laws of the State of Delaware, or any successor corporation.

         (8) "Dividend Equivalent" means a right, granted to a Grantee under
Section 6(b)(v), to receive cash, Stock, or other property equal in value to
dividends paid with respect to a specified number of shares of Stock. Dividend
Equivalents may be awarded on a free-standing basis or in connection with
another Award, and may be paid currently or on a deferred basis.

         (9) "Effective Date" means the date that the Plan was adopted by the
Board.

         (10) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and as now or hereafter construed, interpreted and
applied by regulations, rulings and cases.

         (11) "Fair Market Value" means, with respect to Stock or other
property, the fair market value of such Stock or other property determined by
such methods or procedures as shall be established from time to time by the
Committee. Unless otherwise determined by the Committee in good faith, the per
share Fair Market Value of Stock as of a particular date shall mean, if public
shareholders hold, as of the last day of the prior fiscal quarter, shares of
Stock worth $100,000,000 or more (as determined by the Committee), (i) the
closing sales price per share of Stock on the national securities exchange on
which the Stock is principally traded, for the last preceding date on which
there was a sale of such Stock on such exchange, or (ii) if the shares of Stock
are then traded in an over-the-counter market, the average of the closing bid
and asked prices for the shares 


                                       2
<PAGE>

of Stock in such over-the-counter market for the last preceding date on which
there was a sale of such Stock in such market, or if public shareholders do not
hold, as of the last day of the prior fiscal quarter, shares of Stock worth more
than $100,000,000 or if the shares of Stock are not then listed on a national
securities exchange or traded in an over-the-counter market, such value as the
Committee, in its sole discretion, shall determine in good faith.

         (12) "Grantee" means a person who, as a an employee of or independent
contractor with respect to the Company, a Subsidiary or an Affiliate, has been
granted an Award or Loan under the Plan.

         (13) "ISO" means any Option intended to be and designated as an
incentive stock option within the meaning of Section 422 of the Code.

         (14) "Loan" means the proceeds from the Company borrowed by a Grantee
under Section 8 of the Plan.

         (15) "NQSO" means any Option that is designated as a nonqualified stock
option.

         (16) "Option" means a right, granted to a Grantee under Section
6(b)(i), to purchase shares of Stock. An Option may be either an ISO or an NQSO;
provided that ISOs may be granted only to employees of the Company or a
Subsidiary.

         (17) "Other Cash-Based Award" means an Award under the Annual Incentive
Bonus Program or the Long-Term Incentive Program, which Award is not denominated
or valued by reference to Stock, including an Award which is subject to the
attainment of Performance Goals or otherwise as permitted under the Plan.

         (18) "Other Stock-Based Award" means an Award under the Long-Term
Incentive Program that is denominated or valued in whole or in part by reference
to Stock, including, but not limited to (1) restricted or unrestricted Stock
awarded subject to the attainment of Performance Goals or otherwise as permitted
under the Plan, and (2) a right granted to a Grantee to acquire Stock from the
Company for cash and/or the proceeds of a Loan.


                                       3
<PAGE>


         (19) "Performance Goals" means performance goals based on one or more
of the following criteria: (i) pre-tax income or after-tax income, (ii)
operating profit, (iii) return on equity, assets, capital or investment, (iv)
earnings or book value per share, (v) sales or revenues, (vi) operating
expenses, (vii) Stock price appreciation and (viii) implementation or completion
of critical projects or processes. Where applicable, the Performance Goals may
be expressed in terms of attaining a specified level of the particular criteria
or the attainment of a percentage increase or decrease in the particular
criteria, and may be applied to one or more of the Company, a Subsidiary or
Affiliate, or a division or strategic business unit of the Company, or may be
applied to the performance of the Company relative to a market index, a group of
other companies or a combination thereof, all as determined by the Committee.
The Performance Goals may include a threshold level of performance below which
no payment will be made (or no vesting will occur), levels of performance at
which specified payments will be made (or specified vesting will occur), and a
maximum level of performance above which no additional payment will be made (or
at which full vesting will occur). Each of the foregoing Performance Goals shall
be determined in accordance with generally accepted accounting principles and
shall be subject to certification by the Committee; provided that the Committee
shall have the authority to make equitable adjustments to the Performance Goals
in recognition of unusual or non-recurring events affecting the Company or any
Subsidiary or Affiliate or the financial statements of the Company or any
Subsidiary or Affiliate, in response to changes in applicable laws or
regulations, or to account for items of gain, loss or expense determined to be
extraordinary or unusual in nature or infrequent in occurrence or related to the
disposal of a segment of a business or related to a change in accounting
principles.

         (20) "Plan" means this Fisher Scientific International Inc. 1998 Equity
and Incentive Plan, as amended from time to time.

         (21) "Plan Year" means a calendar year.

         (22) "Restricted Stock" means an Award of shares of Stock to a Grantee
under Section 6(b)(iii) that may be subject to certain transferability and other
restrictions and to a risk of forfeiture (including by reason of not satisfying
certain Performance Goals).

         (23) "Restricted Stock Unit" means a right granted to a Grantee under
Section 6(b)(iv) to receive Stock or cash at the end of a specified deferral


                                       4
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period, which right may be conditioned on the satisfaction of certain
requirements (including the satisfaction of certain Performance Goals).

         (24) "Rule 16b-3" means Rule 16b-3, as from time to time in effect
promulgated by the Securities and Exchange Commission under Section 16 of the
Exchange Act, including any successor to such Rule.

         (25) "Stock" means shares of the common stock, par value $0.01 per
share, of the Company.

         (26) "SAR" or "Stock Appreciation Right" means the right, granted to a
Grantee under Section 6(b)(ii), to be paid an amount measured by the
appreciation in the Fair Market Value of Stock from the date of grant to the
date of exercise of the right, with payment to be made in cash, Stock, or
property as specified in the Award or determined by the Committee.

         (27) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if, at the time of granting of an Award,
each of the corporations (other than the last corporation in the unbroken chain)
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.

     3. Administration

     At the discretion of the Board, the Plan shall be administered either (i)
by the Board or (ii) by the Committee. In the event the Board is the
administrator of the Plan, references herein to the Committee shall be deemed to
include the Board. The Board may from time to time appoint a member or members
of the Committee in substitution for or in addition to the member or members
then in office and may fill vacancies on the Committee however caused. The
Committee shall choose one of its members as Chairman and shall hold meetings at
such times and places as it shall deem advisable. A majority of the members of
the Committee shall constitute a quorum and any action may be taken by a
majority of those present and voting at any meeting.

     Any action may also be taken without the necessity of a meeting by a
written instrument signed by a majority of the Committee. The decision of the
Committee as to all questions of interpretation and application of the Plan
shall be final, binding and conclusive on all persons. The Committee shall have
the 


                                       5
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authority in its discretion, subject to and not inconsistent with the express
provisions of the Plan, to administer the Plan and to exercise all the powers
and authorities either specifically granted to it under the Plan or necessary or
advisable in the administration of the Plan, including, without limitation, the
authority to grant Awards and make Loans; to determine the persons to whom and
the time or times at which Awards shall be granted and Loans shall be made; to
determine the type and number of Awards to be granted and the amount of any
Loan, the number of shares of Stock to which an Award may relate and the terms,
conditions, restrictions and Performance Goals relating to any Award or Loan; to
determine Performance Goals no later than such time as is required to ensure
that an underlying Award which is intended to comply with the requirements of
Section 162(m) of the Code so complies; to determine whether, to what extent,
and under what circumstances an Award may be settled, cancelled, forfeited,
exchanged, or surrendered; to make adjustments in the terms and conditions
(including Performance Goals) applicable to Awards; to designate Affiliates; to
construe and interpret the Plan and any Award or Loan; to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the terms and
provisions of the Award Agreements and any promissory note or agreement related
to any Loan (which need not be identical for each Grantee); and to make all
other determinations deemed necessary or advisable for the administration of the
Plan. The Committee may correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any or Award Agreement granted hereunder in
the manner and to the extent it shall deem expedient to carry the Plan into
effect and shall be the sole and final judge of such expediency. No Committee
member shall be liable for any action or determination made in good faith.

     4. Eligibility

     ISOs shall be granted only to key employees (including officers and
directors who are also employees) of the Company, its parent or any of its
Subsidiaries. All other Awards may be granted to officers, independent
contractors, key employees and non-employee directors of the Company or of any
of its Subsidiaries and Affiliates.

     No ISO shall be granted to any employee of the Company, its parent or any
of its Subsidiaries if such employee owns, immediately prior to the grant of the
ISO, stock representing more than 10% of the voting power or more than 10% of
the value of all classes of stock of the Company or a parent or a Subsidiary,
unless the purchase price for the stock under such ISO shall be at least 110% of
its Fair 


                                       6
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Market Value at the time such ISO is granted and the ISO, by its terms, shall
not be exercisable more than five years from the date it is granted. In
determining the stock ownership under this paragraph, the provisions of Section
424(d) of the Code shall be controlling.

     5. Stock Subject to the Plan

     The maximum number of shares of Stock reserved for the grant or settlement
of Awards under the Plan shall be 2,000,000 subject to adjustment as provided
herein. No more than 1,000,000 shares of Stock may be awarded in respect of
stock-based awards (including Options, SARs, Restricted Stock and Restricted
Stock Units) to a single individual over the term of the Plan, which number
shall be subject to adjustment as provided herein. Determinations made in
respect of the limitation set forth in the preceding sentence shall be made in a
manner consistent with Section 162(m) of the Code. Such shares may, in whole or
in part, be authorized but unissued shares or shares that shall have been or may
be reacquired by the Company in the open market, in private transactions or
otherwise. If any shares subject to an Award are forfeited, cancelled, exchanged
or surrendered or if an Award otherwise terminates or expires without a
distribution of shares to the Grantee, the shares of stock with respect to such
Award shall, to the extent of any such forfeiture, cancellation, exchange,
surrender, termination or expiration, again be available for Awards under the
Plan. Upon the exercise of any Award granted in tandem with any other Awards or
awards, such related Awards or awards shall be cancelled to the extent of the
number of shares of Stock as to which the Award is exercised and,
notwithstanding the foregoing, such number of shares shall no longer be
available for Awards under the Plan.

     Except as provided in an Award Agreement, in the event that the Committee
shall determine that any dividend or other distribution (whether in the form of
cash, Stock, or other property), recapitalization, Stock split, reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase, or
share exchange, or other similar corporate transaction or event, affects the
Stock such that an adjustment is appropriate in order to prevent dilution or
enlargement of the rights of Grantees under the Plan, then the Committee shall
make such equitable changes or adjustments as it deems necessary or appropriate
to any or all of (i) the number and kind of shares of Stock or other property
(including cash) that may thereafter be issued in connection with Awards, (ii)
the number and kind of shares of Stock or other property (including cash) issued
or issuable in respect of outstanding Awards, (iii) the exercise price, grant
price, or purchase price relating to 


                                       7
<PAGE>


any Award; provided that, with respect to ISOs, such adjustment shall be made in
accordance with Section 424(h) of the Code, (iv) the Performance Goals and (v)
the individual limitations applicable to Awards.

     6. Specific Terms of Awards

         (1) General. The term of each Award shall be for such period as may be
determined by the Committee. Subject to the terms of the Plan and any applicable
Award Agreement, payments to be made by the Company or a Subsidiary or Affiliate
upon the grant, maturation, or exercise of an Award may be made in such forms as
the Committee shall determine at the date of grant or thereafter, including,
without limitation, cash, Stock, or other property, and may be made in a single
payment or transfer, in installments, or on a deferred basis. The Committee may
make rules relating to installment or deferred payments with respect to Awards,
including the rate of interest to be credited with respect to such payments. In
addition to the foregoing, the Committee may impose on any Award or the exercise
thereof, at the date of grant or thereafter, such additional terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee
shall determine.

         (2) Awards. The Committee is authorized to grant to Grantees the
following Awards, as deemed by the Committee to be consistent with the purposes
of the Plan. The Committee shall determine the terms and conditions of such
Awards at the date of grant or thereafter.

                  (1) Options. The Committee is authorized to grant Options to
         Grantees on the following terms and conditions:

                           (1) Type of Award. The Award Agreement evidencing the
                  grant of an Option under the Plan shall designate the Option
                  as an ISO or an NQSO.

                           (2) Exercise Price. The exercise price per share of
                  Stock purchasable under an Option shall be determined by the
                  Committee, but in no event shall the exercise price of an NQSO
                  per share of Stock be less than 50% of the Fair Market Value
                  of a share of Stock as of the date of grant of such NQSO, and
                  in event shall the exercise price of an ISO per share of Stock
                  be less than the Fair Market Value of a share of Stock as of
                  the date of grant of such


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                  ISO. The purchase price of the Stock as to which an Option is
                  exercised shall be paid in full at the time of exercise;
                  payment may be made in cash, which may be paid by check, or
                  other instrument acceptable to the Company, or, with the
                  consent of the Committee, in shares of Stock, valued at the
                  Fair Market Value on the date of exercise, or if there were no
                  sales on such date, on the next preceding day on which there
                  were sales or (if permitted by the Committee and subject to
                  such terms and conditions as it may determine) by surrender of
                  outstanding Awards under the Plan. In addition, any amount
                  necessary to satisfy applicable federal, state or local tax
                  requirements shall be paid promptly upon notification of the
                  amount due. The Committee may permit such amount to be paid in
                  shares of Stock previously owned by the employee, or a portion
                  of the shares of Stock that otherwise would be distributed to
                  such employee upon exercise of the Option, or a combination of
                  cash and shares of such Stock.

                           (3) Term and Exercisability of Options. Options shall
                  be exercisable over the exercise period (which shall not
                  exceed ten years from the date of grant), at such times and
                  upon such conditions as the Committee may determine, as
                  reflected in the Award Agreement; provided that, the Committee
                  shall have the authority to -------- accelerate the
                  exercisability of any outstanding Option at such time and
                  under such circumstances as it, in its sole discretion, deems
                  appropriate. An Option may be exercised to the extent of any
                  or all full shares of Stock as to which the Option has become
                  exercisable, by giving written notice of such exercise to the
                  Committee or its designated agent. No partial exercise may be
                  made for less than one hundred (100) full shares of Stock.

                           (4) Termination of Employment, etc. Unless provided
                  to the contrary in the applicable Award Agreement:

                                    (1) except as set forth herein or in II or
                           III below, an Option may not be exercised unless the
                           Grantee is then in the employ of, maintains a
                           independent contractor relationship with, or is a
                           director of, the Company or a Subsidiary or an
                           Affiliate (or a company or a parent or subsidiary
                           company of such company issuing or assuming


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                           the Option in a transaction to which Section 424(a)
                           of the Code applies), and unless the Grantee has
                           remained continuously so employed, or continuously
                           maintained such relationship, since the date of grant
                           of the Option; provided that, (i) the Award Agreement
                           may contain provisions extending the exercisability
                           of Options, in the event of specified terminations,
                           to a date not later than the expiration date of such
                           Option, and (ii) the Committee may determine, in its
                           sole discretion, to allow the exercise of any Option
                           in any individual case after the termination of the
                           employment or other relationship, but in any event,
                           such exercise shall not be allowed after the
                           expiration date of such Option.

                                    (2) If the Grantee's employment or service
                           terminates because the Grantee has died, retired from
                           the Company at his or her normal retirement date
                           under the Company's qualified retirement plan or
                           become permanently disabled (within the meaning of
                           Section 22(e)(3) of the Code), such Grantee's Options
                           (to the extent then exercisable) shall remain
                           outstanding until the earlier of (i) one year from
                           the date Grantee's employment or service terminates,
                           and (ii) expiration of the term of the Option.

                                    (3) If the Grantee's employment or service
                           terminates other than for cause, such Grantee's
                           Options (to the extent then exercisable) shall remain
                           outstanding until the earlier of (i) three months
                           from the date Grantee's employment or service
                           terminates, and (ii) expiration of the term of the
                           Option.

                           (5) Other Provisions. Options may be subject to such
                  other conditions including, but not limited to, restrictions
                  on transferability of the shares acquired upon exercise of
                  such Options, as the Committee may prescribe in its discretion
                  or as may be required by applicable law.

         (2) SARs. The Committee is authorized to grant SARs to Grantees on the
following terms and conditions:



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                  (1) In General. Unless the Committee determines otherwise, an
         SAR (1) granted in tandem with an NQSO may be granted at the time of
         grant of the related NQSO or at any time thereafter or (2) granted in
         tandem with an ISO may only be granted at the time of grant of the
         related ISO. An SAR granted in tandem with an Option shall be
         exercisable only to the extent the underlying Option is exercisable.

                  (2) SARs. An SAR shall confer on the Grantee a right to
         receive an amount with respect to each share subject thereto, upon
         exercise thereof, equal to the excess of (1) the Fair Market Value of
         one share of Stock on the date of exercise over (2) the grant price of
         the SAR (which in the case of an SAR granted in tandem with an Option
         shall be equal to the exercise price of the underlying Option, and
         which in the case of any other SAR shall be such price as the Committee
         may determine).

                  (3) Restricted Stock. The Committee is authorized to grant
         Restricted Stock to Grantees on the following terms and conditions:

                           (1) Issuance and Restrictions. Restricted Stock shall
                  be subject to such restrictions on transferability and other
                  restrictions, if any, as the Committee may impose at the date
                  of grant or thereafter, which restrictions may lapse
                  separately or in combination at such times, under such
                  circumstances, in such installments, or otherwise, as the
                  Committee may determine. The Committee may place restrictions
                  on Restricted Stock that shall lapse, in whole or in part,
                  upon the attainment of Performance Goals. Except to the extent
                  restricted under the Award Agreement relating to the
                  Restricted Stock, a Grantee granted Restricted Stock shall
                  have all of the rights of a stockholder including, without
                  limitation, the right to vote Restricted Stock and the right
                  to receive dividends thereon.

                           (2) Forfeiture. Upon termination of employment or
                  service during the applicable restriction period, Restricted
                  Stock and any accrued but unpaid dividends or Dividend
                  Equivalents that are at that time subject to restrictions
                  shall be forfeited; provided that, the Committee may provide,
                  by rule or regulation or in any Award Agreement, or may
                  determine in any individual case, that



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<PAGE>

                  restrictions or forfeiture conditions relating to Restricted
                  Stock will be waived in whole or in part in the event of
                  terminations resulting from specified causes, and the
                  Committee may in other cases waive in whole or in part the
                  forfeiture of Restricted Stock.

                           (3) Certificates for Stock. Restricted Stock granted
                  under the Plan may be evidenced in such manner as the
                  Committee shall determine. If certificates representing
                  Restricted Stock are registered in the name of the Grantee,
                  such certificates shall bear an appropriate legend referring
                  to the terms, conditions, and restrictions applicable to such
                  Restricted Stock, and the Company shall retain physical
                  possession of the certificate.

                           (4) Dividends. Dividends paid on Restricted Stock
                  shall be either paid at the dividend payment date, or deferred
                  for payment to such date as determined by the Committee, in
                  cash or in shares of unrestricted Stock having a Fair Market
                  Value equal to the amount of such dividends. Stock distributed
                  in connection with a stock split or stock dividend, and other
                  property distributed as a dividend, shall be subject to
                  restrictions and a risk of forfeiture to the same extent as
                  the Restricted Stock with respect to which such Stock or other
                  property has been distributed.

                  (4) Restricted Stock Units. The Committee is authorized to
         grant Restricted Stock Units to Grantees, subject to the following
         terms and conditions:

                           (1) Award and Restrictions. Delivery of Stock or
                  cash, as determined by the Committee, will occur upon
                  expiration of the deferral period specified for Restricted
                  Stock Units by the Committee. The Committee may condition the
                  vesting and/or payment of Restricted Stock Units, in whole or
                  in part, upon the attainment of Performance Goals.

                           (2) Forfeiture. Upon termination of employment or
                  service during the applicable deferral period or portion
                  thereof to which forfeiture conditions apply, or upon failure
                  to satisfy any other conditions precedent to the delivery of
                  Stock or cash to which such Restricted Stock Units relate, all
                  Restricted Stock Units that are 


                                       12
<PAGE>

                  then subject to deferral or restriction shall be forfeited;
                  provided that, the Committee may provide, by rule or
                  regulation or in any Award Agreement, or may determine in any
                  individual case, that restrictions or forfeiture conditions
                  relating to Restricted Stock Units will be waived in whole or
                  in part in the event of termination resulting from specified
                  causes, and the Committee may in other cases waive in whole or
                  in part the forfeiture of Restricted Stock Units.

                           (5) Dividend Equivalents. The Committee is 
         authorized to grant Dividend Equivalents to Grantees. The Committee 
         may provide, at the date of grant or thereafter, that Dividend 
         Equivalents shall be paid or distributed when accrued or shall be 
         deemed to have been reinvested in additional Stock, or other 
         investment vehicles as the Committee may specify, provided that 
         Dividend Equivalents (other than freestanding Dividend Equivalents) 
         shall be subject to all conditions and restrictions of the 
         underlying Awards to which they relate.
 
                           (6) Other Stock- or Cash-Based Awards. The 
         Committee is authorized to grant Awards to Grantees in the form of 
         Other Stock-Based Awards or Other Cash-Based Awards, as deemed by 
         the Committee to be consistent with the purposes of the Plan. Awards 
         granted pursuant to this paragraph may be granted with value and 
         payment contingent upon the attainment of certain Performance Goals, 
         so long as such goals relate to periods of performance in excess of 
         one calendar year. The Committee shall determine the terms and 
         conditions of such Awards at the date of grant or thereafter. The 
         maximum payment that any Grantee may receive pursuant to Cash-Based 
         Award granted under this paragraph in respect of any performance 
         period shall be $750,000. Payments earned hereunder may be decreased 
         or, with respect to any Grantee who is not a "covered employee" 
         within the meaning of Section 162(m) of the Code (a "Covered 
         Employee"), increased in the sole discretion of the Committee based 
         on such factors as it deems appropriate. No payment shall be made 
         prior to the certification by the Committee that any applicable 
         Performance Goals have been attained. The Committee may establish 
         such other rules applicable to the Other Stock- or Cash-Based Awards 
         to the extent not inconsistent with Section 162(m) of the Code with 
         respect to any Award intended to comply therewith.

                                       13
<PAGE>

          7. Change in Control Provisions

         (1) Except as set forth in an Award Agreement, upon the occurrence of a
Change in Control (as hereinafter defined), any Award carrying a right to
exercise that was not previously exercisable and vested shall become fully
exercisable and vested and the restrictions, and forfeiture conditions
applicable to any other Award granted under the Plan shall lapse and such Award
shall be deemed fully vested, and any Performance Goals imposed with respect to
Awards shall be deemed to be fully achieved. Notwithstanding anything in the
Plan to the contrary, upon the occurrence of a Change in Control, the
purchaser(s) of the Company's assets or stock may, in his, her, or its
discretion, deliver to the Grantee the same kind of consideration that is
delivered to the shareholders of the Company as a result of such sale,
conveyance or Change in Control, or the Board may cancel all outstanding Options
in exchange for consideration in cash or in kind which consideration in both
cases shall be equal in value to the higher of (i) the Fair Market Value of
those shares of stock or other securities the Grantee would have received had
the Option been exercised and no disposition of the shares acquired upon such
exercise been made prior to such sale, conveyance or Change in Control, less the
exercise price therefor, and (ii) the Fair Market Value of those shares of stock
or other securities the Grantee would have received had the Option been
exercised and no disposition of the shares acquired upon such exercise been made
immediately following such sale, conveyance or Change in Control, less the
exercise price therefor. A "Change in Control" shall be deemed to have occurred
if (i) any person, or any two or more persons acting as a group, and all
affiliates of such person or persons, who prior to such time owned less than ten
percent (10%) of the then outstanding Common Stock of the Company, shall
acquire, whether by purchase, exchange, tender offer, merger, consolidation or
otherwise, such additional shares of the Company's Common Stock in one or more
transactions, or series of transactions, such that following such transaction or
transactions, such person or group and affiliates beneficially own fifty percent
(50%) or more of the Company's Common Stock outstanding, or (ii) the following
individuals cease for any reason to constitute a majority of the number of
directors then serving: individuals who, on January 22, 1998, constitute the
Board (as such individuals are identified on Schedule III to the Investors'
Agreement dated January 21, 1998 among Fisher Scientific International, Inc.,
Thomas H. Lee Equity Fund III, L.P. and certain other persons named therein) and
any new director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of directors of the
Company) whose appointment or election by the Board 



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<PAGE>

or nomination for election by the Company's stockholders was approved or
recommended by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors on the January 22, 1998 or whose
appointment, election or nomination for election was previously so approved or
recommended.

         (2) Upon dissolution or liquidation of the Company, all Options and
other Awards granted under this Plan shall terminate, but each Grantee shall
have the right, immediately prior to such dissolution or liquidation, to
exercise his or her Option to the extent then exercisable.

     8. Loan Provisions. Subject to the provisions of the Plan and all
applicable federal and state laws, rules and regulations, the Committee shall
have the authority to make Loans to Grantees (on such terms and conditions as
the Committee shall determine), to enable such Grantees to purchase shares of
Stock. Loans shall be evidenced by a promissory note or other agreement, signed
by the borrower, which shall contain provisions for repayment and such other
terms and conditions as the Committee shall determine.

     9. General Provisions

         (1) Nontransferability. Unless otherwise determined by the Committee or
provided in an Award Agreement, Awards shall not be transferable by a Grantee
except by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined under the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended, and shall be
exercisable during the lifetime of a Grantee only by such Grantee or his
guardian or legal representative. Any Award shall be null and void and without
effect upon the bankruptcy of the Grantee to whom the Award is granted, or upon
any attempted assignment or transfer, except as herein provided, including
without limitation any purported assignment, whether voluntary or by operation
of law, pledge, hypothecation or other disposition, attachment, divorce, trustee
process or similar process, whether legal or equitable, upon such Award.

         (2) No Right to Continued Employment, etc. Nothing in the Plan or in
any Award or Loan granted or any Award Agreement, promissory note or other
agreement entered into pursuant hereto shall confer upon any Grantee the right
to continue in the employ or service of the Company, any Subsidiary or any
Affiliate or to be entitled to any remuneration or benefits not set forth in the
Plan or such Award Agreement, promissory note or other agreement or to interfere
with 


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<PAGE>

or limit in any way the right of the Company or any such Subsidiary or Affiliate
to terminate such Grantee's employment or service.

         (3) Taxes. The Company or any Subsidiary or Affiliate is authorized to
withhold from any Award granted, any payment relating to an Award under the
Plan, including from a distribution of Stock, or any other payment to a Grantee,
amounts of withholding and other taxes due in connection with any transaction
involving an Award, and to take such other action as the Committee may deem
advisable to enable the Company and Grantees to satisfy obligations for the
payment of withholding taxes and other tax obligations relating to any Award.
This authority shall include authority to withhold or receive Stock or other
property and to make cash payments in respect thereof in satisfaction of a
Grantee's tax obligations.

         (4) Stockholder Approval; Amendment and Termination. The Plan shall
take effect on the Effective Date but the Plan (and any grants of Awards made
prior to the stockholder approval mentioned herein) shall be subject to the
requisite approval of the stockholders of the Company, which approval must occur
within twelve (12) months of the date that the Plan is adopted by the Board. In
the event that the stockholders of the Company do not ratify the Plan at a
meeting of the stockholders at which such issue is considered and voted upon,
then upon such event the Plan and all rights hereunder shall immediately
terminate and no Grantee (or any permitted transferee thereof) shall have any
remaining rights under the Plan or any Award Agreement entered into in
connection herewith. The Board may at any time and from time to time alter,
amend, suspend, or terminate the Plan or Award Agreement in whole or in part.
Notwithstanding the foregoing, no amendment shall affect adversely any of the
rights of any Grantee, without such Grantee's consent, under any Award or Loan
theretofore granted under the Plan. Unless earlier terminated by the Board
pursuant to the provisions of the Plan, the Plan shall terminate on the tenth
anniversary of its Effective Date. No Awards shall be granted under the Plan
after such termination date.

         (5) No Rights to Awards or Loans; No Stockholder Rights. No Grantee
shall have any claim to be granted any Award or Loan under the Plan, and there
is no obligation for uniformity of treatment of Grantees. Except as provided
specifically herein, a Grantee or a transferee of an Award shall have no rights
as a stockholder with respect to any shares covered by the Award until the date
of the issuance of a stock certificate to him for such shares.



                                       16
<PAGE>

         (6) Unfunded Status of Awards. The Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Grantee pursuant to an Award, nothing contained in
the Plan or any Award shall give any such Grantee any rights that are greater
than those of a general creditor of the Company.

         (7) No Fractional Shares. No fractional shares of Stock shall be issued
or delivered pursuant to the Plan or any Award. The Committee shall determine
whether cash, other Awards, or other property shall be issued or paid in lieu of
such fractional shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.

         (8) Regulations and Other Approvals.

                  (1) The obligation of the Company to sell or deliver Stock
         with respect to any Award granted under the Plan shall be subject to
         all applicable laws, rules and regulations, including all applicable
         federal and state securities laws, and the obtaining of all such
         approvals by governmental agencies as may be deemed necessary or
         appropriate by the Committee.

                  (2) Each Award is subject to the requirement that, if at any
         time the Committee determines, in its absolute discretion, that the
         listing, registration or qualification of Stock issuable pursuant to
         the Plan is required by any securities exchange or under any state or
         federal law, or the consent or approval of any governmental regulatory
         body is necessary or desirable as a condition of, or in connection
         with, the grant of an Award or the issuance of Stock, no such Award
         shall be granted or payment made or Stock issued, in whole or in part,
         unless listing, registration, qualification, consent or approval has
         been effected or obtained free of any conditions not acceptable to the
         Committee.


                  (3) In the event that the disposition of Common Stock acquired
         pursuant to the Plan is not covered by a then current registration
         statement under the Securities Act of 1933, as amended (the "Securities
         Act"), and is not otherwise exempt from such registration, such Stock
         shall be restricted against transfer to the extent required by the
         Securities Act or regulations thereunder, and the Committee may require
         a Grantee receiving Stock pursuant to the Plan, as a condition
         precedent to receipt of such 


                                       17
<PAGE>

         Stock, to represent to the Company in writing that the Stock acquired
         by such Grantee is acquired for investment only and not with a view to
         distribution.

         (9) Governing Law. The Plan and all determinations made and actions
taken pursuant hereto shall be governed by the laws of the State of Delaware
without giving effect to the conflict of laws principles thereof.






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