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                                                                     EXHIBIT 2.1

                      [FRESHFIELDS BRUCKHAUS DERINGER LOGO]

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

                           SALE AND PURCHASE AGREEMENT

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

                                  regarding the

                            sale and purchase of the

                             Demedis Dental Business

                                Execution Version Demedis SPA - 23 December 2003



                                       2

                                 by and between

1.    all shareholders of demedis GmbH:

1.1   Sirona Dental Systems S.a.r.l., 73 Cote d'Eich, 1450 Luxembourg,
      Luxembourg

                                                                  - "SELLER 1" -

1.2   Oxanis AG, Kollinplatz 2, 6300 Zug, Switzerland

                                                                  - "SELLER 2" -

1.3   Peter Jung, with address at Grunerstrasse 13, 40239 Dusseldorf, Germany

                                                                  - "SELLER 3" -

1.4   Tilo Ploger, with address at Albert-Schweizer-Ring 2, 82256
      Furstenfeldbruck, Germany

                                                                  - "SELLER 4" -

1.5   Wolfgang Ni(beta)ing, with address at Dorkesdyck 20, 47661 Issum, Germany

                                                                  - "SELLER 5" -

- - on the one side -

2.    Blitz HH 02-650 GmbH, with business address at Am Neumarkt 34, 22041
      Hamburg, Germany

                                                             - "SHARE PURCHASER"

3.    Henry Schein Europe, Inc., with business address at 135 Duryea Road,
      Melville, New York 11747, USA


                                       3

                                                            - "LOAN PURCHASER" -

4.    Henry Schein, Inc, with business address at 135 Duryea Road, Melville, New
      York 11747, USA

                                                              - "HENRY SCHEIN" -

- - on the other side -

       - Seller 1 through Seller 5 are collectively referred to as "SELLERS" and
   individually as "SELLER", Loan Purchaser and Share Purchaser are collectively
    referred to as "PURCHASERS" and individually as "PURCHASER", Loan Purchaser,
     Share Purchaser, Sellers and Henry Schein are individually referred to as a
                                         "PARTY" and collectively as "PARTIES" -


                                       4

                                TABLE OF CONTENTS



CLAUSE                                                                                                PAGE
                                                                                                   
PREAMBLE............................................................................................    5
         Section 1 Corporate Structure .............................................................    6
         Section 2 Financial Debt / Debt Guarantees ................................................   10
         Section 3 Sale and Purchase of Shares and Shareholder Loans ...............................   13
         Section 4 Purchase Price ..................................................................   14
         Section 5 Economic Transfer Date / Signing Date / Closing Date / Closing ..................   16
         Section 6 Sellers' Guarantees .............................................................   24
         Section 7 Purchaser's Guarantees ..........................................................   37
         Section 8 Remedies ........................................................................   37
         Section 9 Expiration of Claims / Limitation of Claims .....................................   44
         Section 10 Sellers' Covenant ..............................................................   46
         Section 11 Indemnity ......................................................................   47
         Section 12 Restriction of Announcement / Stay Bonus / Cooperation / Confidentiality /
         Non-competition and Non-solicitation ......................................................   47
         Section 13 Notices / Exercise of Rights ...................................................   49
         Section 14 Miscellaneous ..................................................................   51
         Section 15 Exhibits / Disclosure Schedules / Definitions ..................................   55



                                       5

PREAMBLE

(A)   Sellers are the sole shareholders of demedis GmbH, a limited liability
      company organised under German law, registered in the Commercial Register
      maintained at the Lower Court of Offenbach am Main under registration
      number HRB 34827, having its legal domicile in Langen/Hessen, Germany
      ("DEMEDIS"), which, largely through its direct and indirect subsidiaries
      ("DEMEDIS GROUP") and to a small extent by direct sales, is engaged in the
      trading and distribution of dental products in Germany, Austria, Belgium,
      Luxembourg and The Netherlands ("DEMEDIS DENTAL BUSINESS").

      A corporate chart of the Demedis Group is attached as Exhibit A.

(B)   Sellers are interested to sell and transfer their shares in Demedis and
      Seller 1 is interested to sell and transfer one of its shareholder loans
      granted to Demedis to Purchasers and Purchasers are interested to acquire
      such shares and loan from Sellers upon the terms and conditions of this
      sale and purchase agreement ("AGREEMENT").

(C)   In addition to acquiring the Demedis Dental Business, Purchasers will
      enter into a sale and purchase agreement ("EDH AGREEMENT") to acquire (i)
      all shares in Euro Dental Holding GmbH, a limited liability company
      organised under German law, registered in the Commercial Register
      maintained at the Lower Court of Offenbach/Hessen under registration
      number HRB 34839 and having its legal domicile in Langen/Hessen, ("EDH"),
      which through its direct and indirect subsidiaries ("EDH GROUP") is also
      engaged in the trading and distribution of dental products and the
      ultimate owners of which are partly identical to the ultimate owners of
      the Demedis Group, as well as (ii) 1% of the shares in Krugg S.p.A., an
      Italian company registered in the Commercial Register of Milan under
      registration number 13088630150 (the remaining 99% of the shares are held
      by EDH).


                                       6

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

                                    SECTION 1
                               CORPORATE STRUCTURE

1.1   DEMEDIS SHARES. Sellers are the sole shareholder of Demedis and hold the
      following shares in the following nominal amounts in Demedis ("DEMEDIS
      SHARES"):



SHAREHOLDER                             NOMINAL AMOUNT OF SHARES IN EURO
- ------------------------------------------------------------------------
                                     
Sirona Dental Systems S.a.r.l.                     475,000
                                                    13,050
Oxanis AG                                            7,500
Peter Jung                                           2,950
Tilo Ploger                                          1,000
Wolfgang Ni(beta)ing                                   500


1.2   DIRECT SUBSIDIARIES. Demedis holds shares in the following companies:

      1.2.1 five shares in the nominal amounts of EUR 25,000, EUR 113,000, EUR
            2,000,000, EUR 2,046,000 and EUR 3,600,000 (which together represent
            100 % of the total registered share capital in the nominal amount of
            EUR 7,784,000) in demedis dental depot GmbH ("DDD SHARES"), a
            limited liability company organised under German law, registered in
            the Commercial Register maintained at the Lower Court of
            Offenbach/Hessen under registration number HRB 35008 and having its
            legal domicile in Langen/Hessen, Germany ("DDD");

      1.2.2 one share in the nominal amount of ATS 30,000,000 (which represents
            100 % of the total registered share capital) in Austrodent
            Handelsgesellschaft m.b.H. ("AUSTRODENT SHARE"), a limited liability
            company organised under Austrian law, registered in the Commercial
            Register maintained in Vienna under registration number FN 45564g
            and having its legal domicile in Vienna, Austria ("AUSTRODENT");

      1.2.3 600 shares in the nominal amounts of NLG 1000 each (which together
            represent 100 % of the total registered share capital in the amount
            of NLG 600,000) in Sirona Dental Systems B.V. ("SDS SHARES"), a
            limited liability company organised under Dutch law, registered in
            the Commercial


                                       7

            Register maintained in Tiel under registration number NR 30070331
            and having its legal domicile in Tiel, The Netherlands ("SDS").

            (DDD, Austrodent and SDS are hereinafter collectively referred to as
            the "DIRECT SUBSIDIARIES" and each of them as "DIRECT SUBSIDIARY";
            the DDD Shares, the Austrodent Share and the SDS Shares are
            hereinafter collectively referred to as the "DIRECT SHARES".)

1.3   INDIRECT SUBSIDIARIES. The Direct Subsidiaries and their respective direct
      or indirect subsidiaries hold shares and partnership interests in the
      following companies and partnerships:

      1.3.1 DDD holds shares and partnership interests in the following
            companies and partnerships:

            (i)   one share in the nominal amount of DM 50,000 (which represents
                  100 % of the total registered share capital) in VBR
                  Vertriebsburo Rotierende Instrumente Gesellschaft mit
                  beschrankter Haftung, a limited liability company organised
                  under German law, registered in the Commercial Register
                  maintained at the Lower Court of Berlin Charlottenburg under
                  registration number HRB 45271 and having its legal domicile in
                  Berlin, Germany ("VBR");

            (ii)  one share in the nominal amount of EUR 8,400 (which represents
                  33.3 % of the total registered share capital in the nominal
                  amount of EUR 25,200) in DES Dental Events Gesellschaft fur
                  professionelles Veranstaltungsmanagement GmbH, a limited
                  liability company organised under German law, registered in
                  the Commercial Register maintained at the Lower Court of
                  Cologne under registration number HRB 31892 and having its
                  legal domicile in Cologne, Germany ("DES GMBH");

            (iii) one share in the nominal amount of EUR 3,000 (which represents
                  4.545 % of the total capital in the nominal amount of EUR
                  66,000) in Arbeitsgemeinschaft der Bayerischen Dentaldepots, a
                  civil law partnership (Gesellschaft burgerlichen Rechts)
                  organised under German law and having its legal domicile in
                  Munich, Germany ("ARGE");

            (iv)  four shares in the nominal amounts of DM 17,894.46, DM
                  17,894.46, DM 17,649.99 and DM 17,894.42 (which together


                                       8

                  represent 29.889 % of the total capital in the nominal amount
                  of DM 238,659.17) in Arbeitsgemeinschaft der Dental-Depots in
                  Baden-Wurttemberg und Rheinland-Pfalz im BVD, a civil law
                  partnership organised under German law and having its legal
                  domicile in Stuttgart, Germany ("DENTALDEPOT").

            (DES GmbH, Arge, Dentaldepot are collectively referred to as "DENTAL
            ASSOCIATIONS").

      1.3.2 Austrodent holds shares in the following companies:

            (i)   one share in the nominal amount of ATS 500,000 (which
                  represents 100 % of the total registered share capital) in
                  Muller Zahnwarenhandelsgesellschaft m.b.H., a limited
                  liability company organised under Austrian law, registered in
                  the Commercial Register maintained in Vienna under
                  registration number FN 74236x and having its legal domicile in
                  Vienna, Austria ("MULLER GmbH");

            (ii)  one share in the nominal amount of ATS 500,000 (which
                  represents 100 % of the total registered share capital) in
                  Golth Dentalwarenhandelsgesellschaft m.b.H., a limited
                  liability company organised under Austrian law, registered in
                  the Commercial Register maintained in Vienna under
                  registration number FN 89735k and having its legal domicile in
                  Vienna, Austria ("GOLTH GmbH").

      1.3.3 SDS holds 100 shares with a nominal value of NLG 1,000 each (which
            together represent 100 % of the total registered share capital in
            the amount of NLG 100,000) in NDO Leeflang Beeher B.V., a limited
            liability company organised under Dutch law, registered in the
            Commercial Register maintained in Almere under registration number
            39053828 and having its legal domicile in Almere, The Netherlands
            ("NDO BV").

      1.3.4 NDO BV holds 454 shares with a nominal value of EUR 100 each (which
            together represent 100 % of the total registered share capital in
            the amount of EUR 45,400) in B.V. Nederlandse Dental Onderneming
            J.W. Leeflang, a limited liability company organised under Dutch
            law, registered in the Commercial Register maintained in Almere
            under registration number 39052908 and having its legal domicile in
            Almere, The Netherlands ("NDO LEEFLANG").


                                       9

      1.3.5 NDO Leeflang holds shares in the following companies:

            (i)   236 shares with a nominal value of EUR 100 each (which
                  together represent 100 % of the total registered share capital
                  in the amount of EUR 23,600) in Double Precision B.V., a
                  limited liability company organised under Dutch law,
                  registered in the Commercial Register maintained in Almere
                  under registration number 39055454 and having its legal
                  domicile in Almere, The Netherlands ("DOUBLE BV");

            (ii)  7,550 shares without a nominal value but each with a
                  fractional value of EUR 24.7893 (which together represent 100
                  % of the total registered share capital of EUR 187,159.16) in
                  Demedis Dental N.V., a limited liability company organised
                  under Belgian law, registered in the Commercial Register
                  maintained at Antwerpen under registration number 322.094 and
                  having its legal domicile in Zwijndrecht, Belgium ("DEMEDIS
                  NV").

      (VBR, Muller GmbH, Golth GmbH, NDO BV, NDO Leeflang, Double BV and Demedis
      NV are hereinafter collectively referred to as "INDIRECT SUBSIDIARIES";
      Demedis, the Direct Subsidiaries and Indirect Subsidiaries, but excluding
      the Dental Associations, are collectively referred to as "COMPANIES" and
      individually as "COMPANY"; the Dental Associations and the Companies are
      collectively referred to as "GROUP COMPANIES" and individually as "GROUP
      COMPANY"; the shares and partnership interests directly or indirectly held
      by the Direct Subsidiaries and the Indirect Subsidiaries in the Indirect
      Subsidiaries are hereinafter collectively referred to as "INDIRECT
      SHARES"; the Demedis Shares, the Direct Shares and the Indirect Shares are
      collectively referred to as "SHARES").

1.4   OTHER PARTICIPATIONS. NDO Leeflang also holds interests in the so-called
      "STICHTING BONUS FONDS NDO LEEFLANG", a Dutch entity that legally does not
      have any shareholders and merely serves the purpose of administrating
      bonus certificates granted by NDO Leeflang to customers as well as the
      making to and receiving payments from customers in connection with such
      bonus certificates.


                                       10

                                    SECTION 2
                        FINANCIAL DEBT / DEBT GUARANTEES

2.1   SHAREHOLDER LOAN. Seller 1 has granted to Demedis the following
      shareholder loans:

      2.1.1 one shareholder loan bearing interest to be accrued at a variable
            interest rate of 7% p.a. during the financial year ending on 30
            September 2003 and 8% p.a. during the financial year ending on 30
            September 2004 which, as of the Economic Transfer Date, (as defined
            in Section 5.1.1) provided for a total amount (including both
            principal and accrued interest) of EUR 70,838,037.89 (in words: Euro
            seventy million eight hundred thirty eight thousand thirty seven and
            eighty nine Cents) ("SHAREHOLDER LOAN").

            (The loan agreement on the basis of which the Shareholder Loan has
            been granted is hereinafter referred to as "SHAREHOLDER LOAN
            AGREEMENT".)

      2.1.2 one shareholder loan bearing interest at a (variable) interest rate
            of 8% p.a. which as of the Economic Transfer Date provided for a
            total amount (including both principal and accrued interest) of EUR
            2,968,213.15 (in words: Euro two million nine hundred sixty eight
            thousand two hundred thirteen and fifteen Cents) ("REPAID
            SHAREHOLDER LOAN").

2.2   BANK DEBT.

      2.2.1 SDS SENIOR FACILITY. Under a certain senior facility dated 5
            September 2001 (as amended) ("SDS SENIOR FACILITY AGREEMENT") SDS,
            NDO BV and NDO Leeflang have been granted a senior loan facility at
            varying interest rates ("SDS SENIOR FACILITY") by Deutsche Bank AG
            ("SDS SENIOR LENDER"). In order to secure the claims of the SDS
            Senior Lender under the SDS Senior Facility Agreement, certain
            security has been granted to the SDS Senior Lender. As of the
            Economic Transfer Date the principal plus accrued and unpaid
            interest outstanding under the SDS Senior Facility amounted to EUR
            7,035,620 (in words: Euro seven million thirty five thousand six
            hundred twenty) ("SDS SENIOR FACILITY AMOUNT").

      2.2.2 DDD WORKING CAPITAL FACILITY. Under a working capital facility
            agreement dated 27 February 2002 (as amended) ("DDD WORKING CAPITAL
            FACILITY AGREEMENT I") DDD has been granted a working capital
            facility at varying interest rates ("DDD WORKING CAPITAL FACILITY")
            by Bayrische Hypo- und Vereinsbank AG ("DDD LENDER"). In order to
            secure the claims of the DDD Lender under the DDD Working Capital
            Facility Agreement, certain security


                                       11

            has been granted to the DDD Lender. As of the Economic Transfer Date
            the principal plus accrued and unpaid interest outstanding under the
            Working Capital Facility amounted to EUR 3,000,000 (in words: Euro
            three million) ("DDD WORKING CAPITAL FACILITY AMOUNT").

      2.2.3 AUSTRODENT WORKING CAPITAL FACILITY. Under a working capital
            facility agreement dated 24 November 2000 (as amended) ("AUSTRODENT
            WORKING CAPITAL FACILITY AGREEMENT I") Austrodent has been granted a
            working capital facility at varying interest rates ("AUSTRODENT
            WORKING CAPITAL FACILITY") by Allgemeine Sparkasse Oberosterreich
            Bankaktiengesellschaft ("AUSTRODENT LENDER"). In order to secure the
            claims of the Austrodent Lender under the Austrodent Working Capital
            Facility Agreement, certain security has been granted to the
            Austrodent Lender. As of the Economic Transfer Date the principal
            plus accrued and unpaid interest outstanding under the Austrodent
            Working Capital Facility amounted to EUR 657,420.71 (in words: Euro
            six hundred fifty seven thousand four hundred twenty and seventy one
            Cents ("AUSTRODENT WORKING CAPITAL FACILITY AMOUNT").

            (The SDS Senior Facility, the DDD Working Capital Facility and the
            Austrodent Working Capital Facility are hereinafter collectively
            referred to as "BANK DEBT".)

2.3   REPAYMENT OF BANK DEBT AND REPAID SHAREHOLDER LOAN. The Parties agree that
      the Bank Debt and the Repaid Shareholder Loan shall be repaid by Share
      Purchaser as set out below.

      Except as modified by Section 2.4, on the Closing Date (as defined in
      Section 5.1.3) Share Purchaser shall:

      2.3.1 pay the outstanding principal plus accrued and unpaid interest as
            well as any prepayment and all other charges in respect of the SDS
            Senior Facility as of the Closing Date ("SDS SENIOR FACILITY
            REPAYMENT AMOUNT") in discharge of all payment obligations under the
            SDS Senior Facility as set forth in Section 5.4.3;

      2.3.2 pay the outstanding principal plus accrued and unpaid interest as
            well as any prepayment and all other charges in respect of the DDD
            Working Capital Facility as of the Closing Date ("DDD WORKING
            CAPITAL REPAYMENT AMOUNT") in discharge of all payment obligations
            under the DDD Working Capital Facility as set forth in Section
            5.4.4;


                                       12

      2.3.3 pay the outstanding principal plus accrued and unpaid interest as
            well as any prepayment and all other charges in respect of the
            Austrodent Working Capital Facility as of the Closing Date
            ("AUSTRODENT WORKING CAPITAL REPAYMENT AMOUNT") in discharge of all
            payment obligations under the Austrodent Working Capital Facility as
            set forth in Section 5.4.5;

      2.3.4 pay the outstanding principal plus accrued and unpaid interest of
            the Repaid Shareholder Loan as of the Closing Date ("REPAID
            SHAREHOLDER LOAN REPAYMENT AMOUNT") in discharge of all payment
            obligations under the Repaid Shareholder Loan as set forth in
            Section 5.4.5a.

      Without undue delay following the satisfaction of all Closing Conditions
      (as defined in Section 5.2), but in any event not later than three (3)
      Business Days thereafter, Sellers shall notify Share Purchaser in writing
      of the SDS Senior Facility Repayment Amount, the DDD Working Capital
      Repayment Amount, the Austrodent Working Capital Repayment Amount and the
      Repaid Shareholder Loan Repayment Amount.

2.4   ASSUMPTION OF BANK DEBT. Instead of repaying the entire Bank Debt on the
      Closing Date, Share Purchaser or Sellers in respect of the Austrodent
      Working Capital Facility may also request from the respective other Party
      in writing that Bank Debt which does not need to be repaid on the Closing
      Date due to the exercise of a change-of-control right or other agreement
      between the relevant lenders and borrowers stays within the Demedis Group
      ("DEBT ASSUMPTION REQUEST", such part of the Bank Debt that will not be
      repaid "ASSUMED BANK DEBT"). The Debt Assumption Request can only be
      issued before the relevant Companies have agreed with the relevant lenders
      to repay the relevant Bank Debt on the Closing Date or are required to
      repay the Bank Debt on the Closing Date for any other reason and in no
      event later than five (5) Business Days (as defined in Section 14.6) prior
      to the Closing Date. A Debt Assumption Request issued by Share Purchaser
      shall include a confirmation by the relevant lender(s) of the Assumed Bank
      Debt that it/they agree that the Assumed Bank Debt stays within the
      relevant Company. In case a valid Debt Assumption Request has been issued,
      Share Purchaser will not be required to repay the Assumed Bank Debt as set
      forth in the relevant Sections 5.4.3 to 5.4.5 on the Closing Date and
      Sellers will not need to deliver the relevant release and discharge of
      debt or other confirmations in relation to the Assumed Bank Debt as set
      forth in the relevant Sections 5.4.9 to 5.4.11.

2.5   SELLER 1 DEBT GUARANTEE. Seller 1 has issued a guarantee to HVB Banque
      Luxembourg S.A. to secure liabilities of DDD resulting from the DDD
      Working Capital Facility as well as the guarantees listed in Exhibit 2.5
      (all those guarantees collectively "SELLER 1 DEBT GUARANTEES").


                                       13

2.6   RELEASE OF GUARANTEES. Purchasers shall procure that, at the Closing Date,
      Seller 1 is fully and irrevocably released from all its obligations and
      liabilities under the Seller 1 Debt Guarantees on behalf or for the
      benefit of the Demedis Group or any Group Company or any customers or
      suppliers of the Demedis Group or any Group Company (hereinafter
      collectively referred to as "RELEASED GUARANTEES") by Purchasers
      substituting its own collateral for the Seller 1 Debt Guarantees or
      otherwise. If and to the extent that the beneficiaries of the Released
      Guarantees are not prepared to release Seller 1, Purchasers shall fully
      indemnify and hold Seller 1 harmless from any claims under or in
      connection with the relevant Released Guarantees and shall provide Seller
      1 on the Closing Date with an irrevocable and unconditional back-up
      guarantee (Ruckburgschaft) in favour of Seller 1, payable on first written
      demand in the form attached as Exhibit 2.6, such guarantee to be issued by
      a German savings institution (Sparkasse) or a Standard & Poor's AA (or
      equivalent rating agency) or better rated German or U.S. bank.

                                    SECTION 3
                SALE AND PURCHASE OF SHARES AND SHAREHOLDER LOANS

3.1   OBJECT OF SALE AND PURCHASE. Subject to the terms and conditions of this
      Agreement,

      3.1.1 Sellers hereby sell the Demedis Shares to Share Purchaser and Share
            Purchaser purchases from Sellers the Demedis Shares; and

      3.1.2 Seller 1 hereby sells the Shareholder Loan to Loan Purchaser and
            Loan Purchaser hereby purchases the Shareholder Loan from Seller 1.

      (The Demedis Shares and the Shareholder Loan are hereinafter collectively
      referred to as the "SOLD ASSETS")

3.2   RIGHTS AND OBLIGATIONS ATTACHED TO THE SOLD ASSETS. The Sold Assets are
      sold to Purchasers with all rights and obligations attached thereto as
      from the Economic Transfer Date including the right to receive the
      interest accrued on the Shareholder Loan and the right to receive all
      dividends in respect of the Demedis Shares relating to periods as from the
      Economic Transfer Date.

3.3   CONSENT REQUIREMENTS. All consents required under the articles of
      association of Demedis to effect the sale and transfer of the Demedis
      Shares have been, or shall have been duly obtained prior to, or on the
      Closing Date. The consent of Demedis for the transfer of the Shareholder
      Loan is attached hereto as Exhibit 3.3.


                                       14

                                    SECTION 4
                                 PURCHASE PRICE

4.1   PURCHASE PRICE. The aggregate purchase price for the Sold Assets (the
      "PURCHASE PRICE") is EUR 44,341,099 (in words: Euro forty four million
      three hundred forty one thousand ninety nine). The Purchase Price shall be
      fixed and not be subject to any adjustments unless otherwise set forth in
      this Agreement.

4.2   PAYMENT AMOUNT / HOLDBACK ESCROW AMOUNT. The Purchase Price shall consist
      of a portion of EUR 34,341,099.00 (in words: Euro thirty four million
      three hundred forty one thousand ninety nine) ("PAYMENT AMOUNT") and EUR
      10,000,000 (in words: Euro ten million) ("HOLDBACK ESCROW AMOUNT").

4.3   PURCHASE PRICE INTEREST. The Purchase Price shall bear interest at a rate
      of six per cent (6%) p.a. as from and including the Economic Transfer Date
      until and including the Closing Date ("PURCHASE PRICE INTEREST"),
      provided, however, that in case of a Down Payment in accordance with
      Section 4.3a, the amount subject to interest pursuant to this Section
      shall be, as from the Down Payment Date, reduced to the Purchase Price
      minus the Down Payment.

4.3a  DOWN PAYMENT. Purchaser shall make a down payment in the amount of EUR
      25,000,000 (in words: Euro twenty five million) to the Escrow Account (as
      defined in the Escrow Agreement) on January 20, 2004 ("DOWN PAYMENT") if
      the Closing has not yet occurred by this date ("DOWN PAYMENT DATE").

4.4   PURCHASE PRICE AND PURCHASE PRICE INTEREST ALLOCATION. The Parties agree
      that the Purchase Price and the Purchase Price Interest shall be allocated
      to the Demedis Shares and the Shareholder Loan as set out in Exhibit 4.4.

4.5   PAYMENT OF PAYMENT AMOUNT / PURCHASE PRICE INTEREST. On the Closing Date,
      Purchasers shall pay the Payment Amount (minus the Down Payment if already
      paid in accordance with Section 4.3a) and the Purchase Price Interest into
      the Sellers' Account (as defined in Section 4.7) pursuant to Section
      5.4.1.

4.6   PAYMENT OF HOLDBACK ESCROW AMOUNT. On the Closing Date, Purchasers shall
      pay the Holdback Escrow Amount to the escrow agent under the Escrow
      Agreement (as defined in Section 4.10) ("ESCROW AGENT") in accordance with
      Section 5.4.2.

4.7   SELLERS' ACCOUNT. Except for the Holdback Escrow Amount and the Down
      Payment all payments owed by Purchasers to Sellers under this Agreement,
      including the Purchase


                                       15

      Price and the Purchase Price Interest, shall be paid by Purchasers in
      immediately available funds free of any charges, taxes or other deductions
      by wire transfer to Sellers' bank account, the details of which will be
      notified in writing by the Sellers to Purchasers at the latest five (5)
      Business Days prior to the Closing Date ("SELLERS' ACCOUNT").

4.8   DEFAULT INTEREST. If Purchasers fail to pay the Purchase Price or the
      Purchase Price Interest on the Closing Date, with value (Wertstellung)
      prior to 5:00 p.m. Central European Time or to make any other payment when
      due under this Agreement, interest at the rate of 600 basis points above
      EURIBOR as from and including the relevant due date until, and including,
      the date of payment shall become due and payable on the relevant due date,
      without prejudice to any other rights and remedies of Sellers arising from
      such failure.

4.9   NO RETENTION OR SET-OFF. Purchasers shall not be entitled to exercise a
      right of set-off (Aufrechnung) or retention (Zuruckbehaltungsrecht) with
      respect to its obligations to pay the Purchase Price and Purchase Price
      Interest or to make any other payments under this Agreement, unless
      Purchasers' claim on which Purchasers have based their right of set-off or
      retention has been acknowledged by Sellers in writing or has been
      determined by a final and non-appealable court judgement or arbitral
      award, as the case may be.

4.10  RELEASE OF HOLDBACK ESCROW AMOUNT. The Holdback Escrow Amount shall be
      released to Sellers and/or Purchasers, as the case may be, in accordance
      with the escrow agreement to be entered into prior to 20 January 2004 or
      the Closing (whichever occurs earlier) and substantially in the form as
      set forth in Exhibit 4.10 ("ESCROW AGREEMENT").

4.11  FUTURE CAPITAL SUPPLY AND FINANCING. Purchasers are aware that the Demedis
      Group, besides its bank credit lines, depends on capital supply and
      financing by its shareholders which is presently provided by the
      Shareholder Loans. With effect as of the Closing Date, Sellers have no
      continuing responsibility to provide capital or financing to the Demedis
      Group; rather, the capital supply and financing of the Demedis Group will
      be assumed, as of the Closing Date, by Purchasers.

4.12  PAYMENT GUARANTEE. At any time prior to the Closing Date, Purchasers will,
      upon written request of Sellers, deliver an unconditional and irrevocable
      guarantee payable on first written demand for the obligations of
      Purchasers to pay the Purchase Price and the Purchase Price Interest (less
      the Down Payment if already paid in accordance with Section 4.3a) under,
      or in connection with, this Agreement issued by a German saving
      institution (Sparkasse) or a Standard & Poor's AA or better rated German
      or US bank


                                       16

      of international standing ("PAYMENT GUARANTEE"). Sellers' will bear the
      costs of the guarantee fee (Avalprovision) for the Payment Guarantee,
      provided, however, that the costs need to be agreed by Sellers before
      delivery of the Payment Guarantee and provided further that Purchasers
      will have no obligation to deliver the Payment Guarantee if Sellers cannot
      agree on the relevant costs.

                                    SECTION 5
 ECONOMIC TRANSFER DATE / SIGNING DATE / CLOSING DATE / REFERENCE DATE / CLOSING

5.1   DEFINITIONS. Economic Transfer Date, Signing Date, Closing Date and
      Reference Date shall have the following meanings in this Agreement:

      5.1.1 "ECONOMIC TRANSFER DATE" shall be 30 September 2003, 24:00 o'clock;

      5.1.2 "SIGNING DATE" shall be the day on which this Agreement has been
            duly executed before a notary public;

      5.1.3 "CLOSING DATE" shall be the day defined in Section 5.4;

      5.1.4 "REFERENCE DATE " shall be 23 December 2003.

5.2   CLOSING CONDITIONS. The transactions contemplated under this Agreement
      (the "TRANSACTION") shall be completed (erfullt) pursuant to Section 5.4
      below only if

      5.2.1 (a) the Federal Cartel Office (Bundeskartellamt) has notified
            Sellers or Purchasers that the Transaction does not fulfil the
            prohibition prerequisites of Sec. 36 (1) of the Act Against
            Restraints of Competition (Gesetz gegen Wettbewerbsbeschrankungen,
            GWB) or (b) the one month period pursuant to Sec. 40 (1) sentence 1
            GWB has expired, unless the Federal Cartel Office has stated to
            enter into an examination of the Transaction in accordance with Sec.
            40 (1) sentence 1 GWB or (c) the Federal Cartel Office has cleared
            the Transaction pursuant to Sec. 40 (2) sentence 1 GWB or (d) the
            examination period set forth in Sec. 40 (2) sentences 2 and 3 GWB
            has expired, unless the Federal Cartel Office has issued a decision
            to prohibit the Transaction;

      5.2.2 the pledge over the Demedis Shares granted to the holders of a High
            Yield Bond issued by Seller 1 has been released.

      5.2.3 the Appellate Court of Vienna as Cartel Court (Oberlandesgericht
            Wien als Kartellgericht) (i) has decided to issue a confirmation
            according to


                                       17

            Section 42b (1) or (5) of the Austrian Cartel Act (Kartellgesetz),
            or (ii) has decided that the transaction is not subject to
            pre-merger notification, or (iii) has decided pursuant to Section
            42b (2) fig 3 or (3) of the Austrian Cartel Act that the merger is
            not prohibited. (The condition precedents listed in Section 5.2 are
            hereinafter referred to as "CLOSING CONDITIONS".)

      The Parties shall make all reasonable endeavours and render to each other
      all reasonably necessary support and cooperation to ensure that the
      Closing Conditions are fulfilled as soon as possible after the Signing
      Date. The Parties shall inform each other in writing without undue delay
      as soon as any or all of the Closing Conditions have been fulfilled.

5.3   MERGER CONTROL AND OTHER GOVERNMENTAL FILINGS.

      5.3.1 Purchasers shall ensure that any filings to be made pursuant to
            Section 5.2 with the German Federal Cartel Office and the Austrian
            cartel court will be made within five (5) Business Days after the
            Signing Date unless the applicable laws and regulations require an
            earlier filing, and in such case the filing shall be made at the
            earlier date. Although each Party remains responsible for preparing
            and making its own required filings, Sellers and Purchasers shall
            fully cooperate with one another in preparing and making the
            relevant filings and in furnishing all information required in
            connection therewith. Purchasers shall fully involve Sellers in any
            proceedings with the relevant merger control authorities, in
            particular Purchasers shall (i) not take any actions in respect of
            the relevant merger control filings or contact the merger control
            authorities without Sellers' prior consultation, (ii) provide
            Sellers with all reasonable information on the filing(s), allow
            Sellers, at their request, to attend all meetings or other contacts
            with the merger control authorities without getting actively
            involved in such contacts and meetings, (iii) promptly notify
            Sellers about any contacts planned or made, actions planned or taken
            or information received in respect of any relevant merger control
            filings or contacts with any merger control authorities and (iv)
            provide Sellers with all relevant documents related thereto.

      5.3.2 Purchasers shall undertake or cause to be undertaken all reasonable
            steps necessary to remove any impediments, restrictions, or
            conditions that may affect the timely satisfaction of the Closing
            Condition set forth in Section 5.2.1, however, Purchasers shall not
            be obliged to dispose of any of their assets or any of one of their
            Affiliates.


                                       18

5.4   CLOSING ACTIONS. The consummation of the Transaction ("CLOSING") shall
      take place six (6) Business Days after the Closing Conditions have been
      fulfilled at the offices of Freshfields Bruckhaus Deringer, Taunusanlage
      11, 60329 Frankfurt am Main, Germany, starting at 9.00 a.m., or at such
      place, day and time as agreed between the Parties ("CLOSING DATE"). On the
      Closing Date the Parties shall take, or cause to be taken, the following
      actions ("CLOSING ACTIONS") which shall be taken in the order set forth
      below and which shall be deemed to have been taken simultaneously (Zug um
      Zug):

      5.4.1 Purchasers shall pay the Payment Amount and the Purchase Price
            Interest (minus the Down Payment if already paid in accordance with
            Section 4.3a) in immediately available funds free of any charges,
            taxes or other deductions by wire transfer to Sellers' Account;

      5.4.2 Purchasers shall pay the Holdback Escrow Amount in immediately
            available funds free of any charges, taxes or other deductions by
            wire transfer to the Escrow Agent's account as set forth in the
            Escrow Agreement ("ESCROW ACCOUNT");

      5.4.2a Sellers and Purchasers shall instruct the Escrow Agent in writing
            to (i) release the Down Payment and (ii) pay the amount of the Down
            Payment in immediately available funds free of any charges, taxes or
            other deductions by wire transfer to Sellers' Account;

      5.4.3 Share Purchaser shall pay the SDS Senior Facility Repayment Amount
            in immediately available funds free of any charges, taxes or other
            deductions by wire transfer to the SDS Senior Lenders. The payment
            shall be made to a bank account to be notified in writing by Sellers
            to Share Purchaser at the latest 5 (five) Business Days prior to the
            Closing Date ("SDS SENIOR LENDERS' ACCOUNT");

      5.4.4 Share Purchaser shall pay the DDD Working Capital Repayment Amount
            in immediately available funds free of any charges, taxes or other
            deductions by wire transfer to the DDD Lender. The payment shall be
            made to a bank account to be notified in writing by Sellers to Share
            Purchaser at the latest 5 (five) Business Days prior to the Closing
            Date ("DDD LENDER'S ACCOUNT");

      5.4.5 Share Purchaser shall pay the Austrodent Working Capital Repayment
            Amount in immediately available funds free of any charges, taxes or
            other deductions by wire transfer to the Austrodent Lender. The
            payment shall be made to a bank account to be notified in writing by
            Sellers to Share Purchaser


                                       19

             at the latest 5 (five) Business Days prior to the Closing Date
             ("AUSTRODENT LENDER'S ACCOUNT");

      5.4.5a Share Purchaser shall pay the Repaid Shareholder Loan Amount in
             immediately available funds free of any charges, taxes or other
             deductions by wire transfer to Seller 1. The payment shall be made
             to Sellers' Account;

      5.4.6  with respect to the Guarantees, Purchasers shall deliver to Seller
             1 release letters from the holders of the Seller 1 Debt Guarantees
             in the form attached in Exhibit 5.4.6 and, in respect of Seller 1
             Debt Guarantees where no release has been granted, provide Seller 1
             with back-up guarantees in the form attached hereto as Exhibit 2.6;

      5.4.7  Share Purchaser and Sellers shall execute a notarial deed in
             respect of the assignment of the Demedis Shares before a German
             notary in the form attached hereto as Exhibit 5.4.7;

      5.4.8  Loan Purchaser and Seller 1 shall execute an agreement providing
             for the transfer of the Shareholder Loan by way of the assumption
             of all rights and obligations arising under and in connection with
             the Shareholder Loan Agreements by Loan Purchaser with full
             discharging effect for Seller 1 (Vertragsubernahme mit
             schuldbefreiender Wirkung) in the form attached hereto as Exhibit
             5.4.8;

      5.4.9  Sellers shall deliver to Share Purchaser a letter of the SDS Senior
             Lender (i) confirming that all payment obligations under the SDS
             Senior Facility Agreement have been fully discharged and (ii)
             releasing all security rights granted to the SDS Senior Lender in
             connection with the SDS Senior Facility;

      5.4.10 Sellers shall deliver to Share Purchaser a letter of the DDD Lender
             (i) confirming that all payment obligations under the DDD Working
             Capital Facility have been fully discharged and (ii) releasing all
             security rights granted to the DDD Lender in connection with the
             DDD Working Capital Facility;

      5.4.11 Sellers shall deliver to Share Purchaser a letter of the Austrodent
             Lender (i) confirming that all payment obligations under the
             Austrodent Working Capital Facility have been fully discharged and
             (ii) releasing all security rights granted to the Austrodent Lender
             in connection with the Austrodent Working Capital Facility;


                                       20

      5.4.12 Sellers shall deliver to Purchasers a certificate confirming that,
             to Sellers' Knowledge, (i) the guarantees given in Section 6 were
             and/or are true and correct in all "material" respects as of the
             date applicable to such guarantees (ignoring, however, for the
             purpose of confirming that these guarantees were and are true in
             all "material" respects that certain guarantees are already
             qualified by materiality, Material Adverse Effect or similar words,
             i.e., the materiality standard shall not be taken into account
             twice in respect of one and the same guarantee) or, (ii), list in
             the form of subject headings (schlagwortartig) whether and to which
             extent these guarantees were not or are not true and correct as of
             the relevant date ("GUARANTEE CONFIRMATION"). For the avoidance of
             doubt, the Guarantee Confirmation shall not create or increase any
             liability of Sellers or confer any withdrawal right to the Parties
             not otherwise existing under this Agreement; and

      5.4.13 Sellers shall deliver a letter substantially in the form attached
             hereto as Exhibit 5.4.13 confirming that following the completion
             of Closing Actions in Sections 5.4.1 to 5.4.12 they have no more
             claims in connection with this Transaction against any of the
             Companies other than those (i) expressly set forth in this
             Agreement or (ii) related to any employment matters.

5.5   WITHDRAWAL RIGHTS. The Parties may withdraw from this Agreement as
      follows:

      5.5.1  Sellers may withdraw from this Agreement if

             (i)  the Closing Conditions have not been satisfied at the latest
                  10 (ten) months after the Reference Date;

             (ii) if any of the Purchasers have not fully performed their
                  obligations under Section 5.4 at the latest within 10 (ten)
                  Business Days following the Closing Date.

      5.5.2  prior to the Closing Date, Purchasers may withdraw from this
             Agreement

             (i)  if a MAC (as defined in Section 5.5.3) has occurred and the
                  withdrawal is expressly based on the MAC ("MAC WITHDRAWAL");

             (ii) for any other reason ("NON-MAC WITHDRAWAL").

      5.5.3  "MAC" shall mean if between the Reference Date and the beginning of
             the Closing set forth in Section 5.4 or the end of the 90th day
             following the Reference Date (whichever occurs earlier) an act,
             event or occurrence or a series of


                                       21

            acts, events or occurrences has occurred that has a material adverse
            effect on the business, operations, assets, liabilities or financial
            condition of the Demedis Group, taken as a whole, that either result
            or are reasonably likely to result in a reduction of the (a) Net
            Equity (as defined below) of more than EUR 20,000,000 (in words:
            Euro twenty million), or, (b) Sustainable Annual Operating Profit
            (as defined below) of more than EUR 6,000,000 (in words: Euro six
            million), in each case of the Demedis Group on a consolidated basis,
            and in case of the Sustainable Annual Operating Profit in comparison
            to the fiscal year of the Demedis Group ending on 30 September 2003
            (i.e, EUR 6,064,083.84 (in words: Euro six million sixty four
            thousand eighty three and eighty four cents)), provided that;

            (i)   adverse effects from the development or changes of the general
                  economic, financial, regulatory, legal or political conditions
                  (including the relevant market in which the Demedis Group is
                  active and the financing market);

            (ii)  adverse effects to the extent related to, or caused by, the
                  acquisition of the Demedis Group by Purchasers, including the
                  identity of Purchasers and its shareholders;

            (iii) adverse effects to the extent they are covered by insurance or
                  valid claims against third parties to the extent such claims
                  would be recorded as a receivable on the asset side of a
                  balance sheet in accordance with German generally accepted
                  accounting principles on a balance sheet end date
                  (Bilanzstichtag) and

            (iv)  effects resulting from changes in (i) accounting principles or
                  standards, or (ii) good will;

            (v)   sales force attrition, i.e., any reduction in the number of
                  sales representatives and the financial implications resulting
                  therefrom;

            shall be disregarded (if and to the extent applicable) for purposes
            of determining whether or not a material adverse effect within the
            meaning of this clause has occurred.

            ("NET EQUITY" shall be determined in accordance with German general
            accepted accounting principles (German Commercial Code - HGB)
            applied on a basis consistent with the audited Financial Statements
            2003 and is defined as the equity position of the Demedis Group as
            set out in the audited Financial


                                       22

            Statements 2003. According to this definition, Net Equity shall
            consist of the following items: equity (Eigenkapital) as per Section
            266 subsec. 3, no. A I, A II, A III, A IV and A V HGB; badwill as
            per Section 301 subsec. 3 HGB; minority interests as per Section 307
            subsec. 1 HGB, foreign exchange differences as per Section 244 and
            Section 298 subsec. 1 HGB. To the extent that Net Equity as defined
            above is negative, Section 268 subsec. 3 HGB applies.)

            ("SUSTAINABLE ANNUAL OPERATING PROFIT" shall mean earnings before
            interest, taxes and good will effects as prepared by the management
            of the Demedis Group and reflected in the Financial Statements 2003
            and adjusted for the following items in order to arrive at
            "sustainable" earnings:

                  (a)   effects from changes in accounting principles, policies
                        and procedures since the Economic Transfer Date;

                  (b)   effects from changes in the principles applied in
                        establishing accounting estimates since the Economic
                        Transfer Date;

                  (c)   effects from changes in the group of consolidated
                        companies or other non-organic growth (acquisitions /
                        disposals) since the Economic Transfer Date;

                  (d)   effects on the Demedis Group to the extent related to,
                        or caused by, the acquisition of the Demedis Group by
                        Purchasers, including the identity of Purchasers and its
                        shareholders;

                  (e)   extraordinary income / expenses as defined by the German
                        Commercial Code;

                  (f)   other one-off, non-recurring income / expense items;

                  (g)   restructuring and restructuring related expenses;

                  (h)   non-periodic income / expense items unless of a
                        recurring nature.)

5.6   NOTICE OF WITHDRAWAL. A withdrawal (Rucktritt) pursuant to Section 5.5 is
      only valid if the other party and the Escrow Agent have received a notice
      of withdrawal (Rucktrittserklarung) in writing ("WITHDRAWAL NOTICE"). In
      the event that the Closing Condition has not been satisfied within twelve
      (12) months after the Signing Date and neither Party has withdrawn from
      this Agreement, this Agreement shall be deemed void.


                                       23

5.7   CONSEQUENCES OF WITHDRAWAL. In case of a withdrawal under Section 5.5 the
      following rules shall apply:

      5.7.1 In case of a

            (i)   MAC Withdrawal by Purchasers, the Parties shall instruct the
                  Escrow Agent to (a) release the Down Payment and (b) pay the
                  Down Payment to Purchasers within 5 (five) Business Days
                  following the Withdrawal Notice to an account to be notified
                  by Purchasers to Sellers in writing together with the
                  Withdrawal Notice. The provisions of Sections 5.5 to 5.7 and
                  Sections 12.4, 12.5, 13, 14.1, 14.2, 14.3, 14.7 and 14.10
                  shall survive a withdrawal pursuant to Section 5.5 to 5.7.

            (ii)  Non MAC Withdrawal by Purchasers or a withdrawal by Sellers
                  based on Section 5.5.1 or an automatic termination of this
                  Agreement pursuant to Section 5.5.6 2nd sentence the Parties
                  shall instruct the Escrow Agent to (a) release the Down
                  Payment and (b) pay the Down Payment to Sellers by wire
                  transfer to an account to be notified by Sellers and Sellers
                  shall be irrevocably entitled to retain the Down Payment as a
                  compensation for the significant efforts, costs and expenses
                  incurred in connection with the sales process, the significant
                  risk of the Demedis Dental Business being seriously adversely
                  affected in case a closing has not occurred by this date as
                  well as the additional efforts, costs and expenses to be
                  incurred in connection with a new sales process to be
                  initiated with a view to disposing of the Demedis Dental
                  Business. Purchasers are fully aware that in case of a Non MAC
                  Withdrawal Sellers will retain the Down Payment, have received
                  legal advise in this respect and acknowledge that the Down
                  Payment will be an amount for an adequate compensation for all
                  such efforts, risks, costs and expenses involved in case of
                  such withdrawal. The provisions of Sections 5.5 to 5.7 and
                  Sections 12.4, 12.5, 13, 14.1, 14.2, 14.3, 14.7 and 14.10
                  shall survive a withdrawal pursuant to Section 5.5 to 5.7.

      5.7.2 Save as provided for in Section 5.7.1, if a Party withdraws from
            this Agreement in accordance with Section 5.5, such withdrawal shall
            be without any liability of either Party (or any shareholder,
            director, officer, employee, agent, consultant, adviser or
            representative of such Party) to the other Party.

5.8   NO FURTHER CONDITIONS / WITHDRAWAL RIGHTS. The Parties agree that except
      for the Closing Conditions (as defined in Section 5.2) and the withdrawal
      rights set forth in Section 5.5 the obligations of the Parties to
      consummate the Transaction shall not be


                                       24

      subject to any other conditions, requirements or withdrawal rights and
      none of the Parties may withdraw from, rescind or terminate this Agreement
      or refuse to fulfil any of its obligations thereunder, except as expressly
      provided for in this Agreement.

5.9   NON-SATISFACTION OF CLOSING CONDITION 5.2.2. If the Closing Condition set
      forth in Section 5.2.2 is not fulfilled earlier than the Closing Condition
      5.2.1 or not fulfilled within a period of four (4) months after the
      Signing Date (whichever occurs earlier) each Party has the right to
      request that, instead of selling and transferring the Sold Assets ("SHARE
      DEAL"), Purchasers will, and Sellers will procure that Demedis will, enter
      into an agreement between Purchasers and Demedis pursuant to which Demedis
      will sell and transfer all of its assets, liabilities and contractual
      relationship ("ASSET DEAL") in a way that the Asset Deal is commercially
      and legally (to the extent technically possible) identical to the Share
      Deal, which agreement shall then replace this Agreement.

                                    SECTION 6
                               SELLERS' GUARANTEES

6.1   SELLERS' GUARANTEES. Sellers hereby guarantee, except as set forth in the
      disclosure letter attached hereto as Exhibit 6.1 and subject to any
      limitations contained in this Agreement, including the remedies set out in
      Section 8 and the limitations set out in Section 9, in particular the Time
      Limitations, the De Minimis Amount, the Basket and the Liability Cap (each
      as defined in Section 9) by way of an independent guarantee
      (selbststandige Garantie) pursuant to Section 311 (1) German Civil Code
      (Burgerliches Gesetzbuch) that the statements set forth hereinafter are
      correct as of the Signing Date and will be correct at the Closing Date,
      unless expressly specified otherwise herein; provided, however, that

            (i)   in respect of Section 6.1.1 the guarantee shall be given by
                  each Seller only with respect to itself;

            (ii)  in respect of Section 6.1.2, 2nd sentence the guarantee shall
                  be given by each Seller only with respect to the share sold by
                  such Seller;

            (iii) in respect of Section 6.1.7 the guarantee shall only be given
                  by Seller 1;

            (iv)  guarantees made as of a specific date shall be correct only as
                  of such date;


                                       25

            (v)   guarantees which are subject to Sellers' Knowledge (as defined
                  below) shall only be correct as of the Signing Date;

            (vi)  the term "SELLERS' KNOWLEDGE" shall mean the actual knowledge
                  (positive Kenntnis) as of the Signing Date of Norbert Orth,
                  Dr. Karlheinz Hildenbrand, Helmut Wakolbinger, Klaus
                  Reidegeld, Nils Walter, Gotz Volland, Cees Balder, Cees van
                  den Brink, Eduard van Nieuwkerk and Manfred Ganaus ("SELLERS'
                  KNOWLEDGE INDIVIDUALS") and in respect of the guarantees in
                  Sections 6.1.8, 6.1.11, 6.1.13, 6.1.21 and 6.1.22 the term
                  Sellers' Knowledge shall mean the actual knowledge as of the
                  Signing Date of the Sellers' Knowledge Individuals and the
                  knowledge they could have obtained after due inquiry with the
                  relevant key employees of the Companies responsible for the
                  relevant aspects covered by the guarantees in Sections 6.1.8,
                  6.1.11, 6.1.13, 6.1.21 and 6.1.22;

            (vii) the term "MATERIAL ADVERSE EFFECT" shall mean any state of
                  facts, events, changes or effects having a material adverse
                  effect on the assets, liabilities, financial condition or
                  business operations of the Demedis Group as a whole.

      6.1.1 ENFORCEABILITY / CORPORATE IDENTITY. This Agreement constitutes a
            valid and binding obligation of Sellers, enforceable under German
            law against each of the Sellers in accordance with its terms, except
            as the enforceability thereof may be limited by bankruptcy,
            insolvency, reorganisation, moratorium, or other similar laws
            relating to or affecting the rights of creditors generally and
            except that the remedy of specific performance and injunctive relief
            and other forms of equitable relief may be subject to equitable
            defences and to the discretion of the court before which any
            proceeding may be brought. Each of the Sellers have the corporate
            authority to execute this Agreement and to perform its obligations
            under this Agreement.

      6.1.2 EXISTENCE OF COMPANIES / OWNERSHIP OF SHARES. Each of the Companies
            is duly incorporated and validly existing under the laws of its
            jurisdiction. Except as listed in Schedule 6.1.2,

            (i)   the Shares are held by Sellers and the Companies as set out in
                  Section 1;

            (ii)  the Shares are free and clear of any liens, encumbrances or
                  other third party rights, except for the pledges granted to
                  the lenders under the Bank Debt;


                                       26

            (iii) there are no pre-emptive rights, rights of first refusal,
                  options, voting agreements or other rights of third parties
                  (granted in favour of or agreed between any of the Companies)
                  to acquire any of the Shares;

            (iv)  the Shares are fully paid up, have not been repaid and are
                  non-assessable (nicht nachschusspflichtig);

            (v)   there are no silent partnerships or other rights to
                  participate in any of the Companies' revenues or profits; and
                  in each case except for rights given under statutory law, or
                  the articles of association or by-laws.

      6.1.3 COMPANY INFORMATION. Schedule 6.1.3 contains a complete list of the
            articles of association and by-laws (or their equivalent formation
            documents in the relevant jurisdiction) of the Companies valid as of
            the Signing Date. Copies of such documents have been made available
            to Purchasers prior to the execution of this Agreement. The
            description of the group structure set forth in Section 1 of this
            Agreement hereof is correct, and the Companies do not hold any legal
            or beneficial interest in any other businesses.

      6.1.4 SUPERVISORY AND ADVISORY BOARDS. Schedule 6.1.4 contains a complete
            list of all supervisory and advisory boards of all Companies
            including the names of the relevant members.

      6.1.5 INSOLVENCY PROCEEDINGS. No insolvency proceedings against the
            Companies are pending (i.e., a court has formally commenced
            insolvency proceedings (Insolvenzverfahren eroffnet) in accordance
            with the German Insolvency Code (Insolvenzordung) or the
            corresponding procedure under applicable law or have been applied
            for by the Companies, or, to Sellers' Knowledge, have been applied
            for by any third party. Purchasers are aware of the present net
            equity position of the Companies and in particular of Demedis and
            DDD and the existing subordination agreements signed by the relevant
            Sellers in respect of the Shareholder Loan in order to avoid
            insolvency risks (for the absence of which Sellers do, however, not
            assume any responsibility).

      6.1.6 AFFILIATES / ENTERPRISE AGREEMENTS. Except as disclosed in Schedule
            6.1.6 and Section 1, the Companies have no affiliated companies
            within the meaning of Section 15 German Stock Corporation Act
            ("AFFILIATES") nor do they hold any participation or
            sub-participation in any other company and there exist no


                                       27

            enterprise agreements within the meaning of Sections 291 and 292
            German Stock Corporation Act (Aktiengesetz).

      6.1.7 SHAREHOLDER LOANS. The Shareholder Loan Agreement has been validly
            entered into and can be freely sold and transferred by Seller 1
            without the consent of any third party being required, except only
            for the consent of Demedis as borrower which has already been
            granted pursuant to the consent declaration attached hereto as
            Exhibit 3.3. Sellers do not assume any guarantee that the
            Shareholder Loan is enforceable or collectable and Purchasers are in
            particular aware of the subordination agreement signed by Seller 1
            in respect of the Shareholder Loan and of the fact that if might
            legally be treated as deemed equity irrespective of such
            subordination (eigenkapitalersetzende Gesellschafterdarlehen).

      6.1.8 MATERIAL INTELLECTUAL PROPERTY RIGHTS. The Companies own, or
            lawfully use, all such patents, trade marks, copyrights, software,
            domain names, which are material to carrying on the Demedis Dental
            Business taken as a whole (herein after collectively referred to as
            "INTELLECTUAL PROPERTY RIGHTS"). Schedule 6.1.8 (a) contains a true
            and complete list of the Intellectual Property Rights (except for
            off the shelf standard software) of which the Companies are the
            legal owners indicating (i) the nature and the registered owner of
            the Intellectual Property Rights and (ii) if applicable, the
            jurisdiction in which such Intellectual Property Rights have been
            registered. Except as disclosed in Schedule 6.1.8 (a), the Companies
            are entitled to dispose freely of the Intellectual Property Rights,
            which are owned by the Companies. No other than the Intellectual
            Property Rights are necessary for the Demedis Dental Business to
            conduct its business as currently conducted. Except as listed in
            Schedule 6.1.8 (b), the Intellectual Property Rights are not subject
            to any pending or threatened proceedings for opposition or
            cancellation which may adversely affect the operation of the Demedis
            Dental Business taken as a whole nor, to Seller's Knowledge, being
            infringed by any third party. All fees necessary to maintain the
            Intellectual Property Rights have been paid, except for non-payments
            which will not have and can not reasonably be expected to have a
            Material Adverse Effect. To Seller's Knowledge, the Companies do not
            infringe any material intellectual property rights owned by a third
            party.

            The Companies either own and hold valid leases and/or licenses to
            all material computer hardware, software and other information
            technology ("IT"), which is currently used by the Companies to
            conduct their business as currently conducted. All material leases
            or licenses in respect of such IT are effective. Except as disclosed
            in Schedule 6.1.8 (c), since the Economic Transfer Date,


                                       28

             there were no material interruptions, material data losses or
             material similar incidents attributable to the IT owned or used by
             the Companies, and which, in addition, had or are likely to have a
             Material Adverse Effect on the Demedis Dental Business. To Sellers'
             Knowledge, the IT has the capacity and performance necessary to
             conduct the business operations of the Companies as conducted on
             the Signing Date.

      6.1.9  INSURANCE. As of the Signing Date, the Companies, maintain for
             their own benefit the insurance policies which are listed in
             Schedule 6.1.9 (i), and except as set forth in Schedule 6.1.9 (ii),
             all due premiums under such insurance policies have been paid.
             Except as disclosed in Schedule 6.1.9 (ii), there are no material
             claims pending under any of the insurance policies and, to Seller's
             Knowledge, no facts exist which could give rise to any such claims.

      6.1.10 MATERIAL ASSETS. Except as disclosed in Schedule 6.1.10, the
             Companies own, or hold lawful possession of, all fixed assets
             (Anlagevermogen) material to the Demedis Dental Business and
             capitalized in the Financial Statements 2003, except for such
             assets which were sold, abandoned or otherwise disposed of since
             the Economic Transfer Date in the ordinary course of business
             ("MATERIAL ASSETS"). Except as disclosed in Schedule 6.1.10, the
             Material Assets are not encumbered with any liens, pledges or other
             encumbrances in favour of third parties, except for:

             (i)   rights of retention of title (Eigentumsvorbehalte), liens or
                   pledges in favour of suppliers, mechanics, landlords and
                   carriers granted in the ordinary course of business; and

             (ii)  security rights granted to banks and other lenders in respect
                   of the Bank Debt which will be released on the Closing Date;

             (iii) encumbrances (Belastungen) other than rights under (i) and
                   (ii) above which individually or in the aggregate do not
                   exceed EUR 150,000 (in words: Euro one hundred fifty
                   thousand).

      6.1.11 MATERIAL AGREEMENTS. Schedule 6.1.11 contains a correct list, as of
             the Signing Date, of all of the following written agreements to
             which any of the Companies is a party and which have not yet been
             completely fulfilled (hereinafter collectively referred to as the
             "MATERIAL AGREEMENTS"):


                                       29

            (i)    agreements providing for a consideration in excess of EUR
                   250,000 (in words: Euro two hundred fifty thousand) and
                   relating to the acquisition or sale of (a) interests in other
                   companies or (b) real estate;

            (ii)   rental and lease agreements relating to real estate which,
                   individually, provide for annual net payments of EUR 65,000
                   (in words: Euro sixty five thousand) or more;

            (iii)  loan agreements (other than between the Companies), bonds,
                   notes or any other instruments of debt made or issued, as the
                   case may be, by any of the Companies (other than made or
                   issued for the benefit of another Company and other than the
                   Bank Debt);

            (iv)   guarantees, suretyships, comfort letters
                   (Patronatserklarungen) and similar instruments issued by any
                   of the Companies for any debt of any third party, i.e., other
                   than for any of the Companies for an amount of EUR 100,000
                   (in words: Euro one hundred thousand) or more in each
                   individual case;

            (v)    employment agreements providing for a fixed annual salary of
                   EUR 75,000 (in words: Euro seventy five thousand) or more;

            (vi)   any hedging agreements or derivatives contracts made by any
                   of the Companies;

            (vii)  distribution or agency agreements (other than between the
                   Companies or with any company of the Demedis Group) with an
                   annual net sales volume (as per the last completed financial
                   year ending on 30 September 2003) of EUR 1,000,000 (in words:
                   Euro one million) or more;

            (viii) agreements for joint-ventures, strategic alliances, joint
                   development of products or other forms of co-operations;

            (ix)   agreements to sell, or otherwise dispose of any fixed assets
                   owned by a Company with a fair market or replacement value in
                   excess of EUR 200,000 (in words: Euro two hundred thousand);

            (x)    license agreements with any Company as licensee or licensor,
                   which resulted during the last fiscal year, or are likely to
                   result during the current fiscal year in annual royalties in
                   excess of EUR 100,000 (in words: Euro one hundred thousand);


                                       30

             (xi)   agreements with the top 10 suppliers of DDD, Austrodent and
                    SDS BV based on the volume of purchase orders in the last
                    fiscal year ending on 30 September 2003;

             (xii)  except as disclosed in any other Schedule to this Section 6
                    material agreements outside the ordinary course of business;

             (xiii) agreements expressly imposing restrictions on a Company to
                    compete with any third party, to acquire any products or
                    services from a third party, to sell any products or to
                    perform any services for any third party or to develop any
                    technology, if and to the extent that such restrictions will
                    prevent the Company from conducting its business operations
                    or pursuing its business development activities; it being
                    understood that all distribution, agency or similar
                    agreements containing restrictions on territories shall be
                    disregarded provided that such restrictions are in line with
                    the ordinary standards for distribution, agency or similar
                    agreements in the dental distribution business in general.

             To Sellers' Knowledge and except as disclosed in Schedule 6.1.11,
             each of the Material Agreements is in effect. To Sellers' Knowledge
             and except as disclosed in Schedule 6.1.11, no party to any of the
             Material Agreements has indicated in writing that it will terminate
             the agreement as a result of the Transaction and none of the
             Material Agreements contains a change-of-control clause entitling
             the contracting party to terminate the agreement as a result of the
             Transaction.

      6.1.12 PERMITS. Except as disclosed in Schedule 6.1.12, the Companies are
             in possession of all governmental approvals, licenses and permits
             necessary to operate the Demedis Dental Business and which are
             material to the Demedis Dental Business taken as a whole. The
             Permits are in full force and effect. Except as disclosed in
             Schedule 6.1.12, none of the Permits has been challenged by any
             third party and, to Seller's Knowledge, there are no circumstances,
             which would justify such challenge, and no proceedings regarding a
             revocation or withdrawal of any Permit has been initiated or
             threatened, and, to Seller's Knowledge, there are no circumstances,
             which would justify such revocation or withdrawal.

      6.1.13 LITIGATION. Except as disclosed in Schedule 6.1.13, the Companies
             are not party to any court or administrative proceedings, including
             arbitration proceedings,


                                       31

             either as plaintiff or defendant, having a litigation value
             (Streitwert) exceeding EUR 50,000 (in words: Euro fifty thousand)
             in the individual case.

      6.1.14 SHOP AGREEMENTS. Schedule 6.1.14 contains a list of all material
             shop agreements (i.e. agreements which are entered into between a
             Company and a representative body of employees of a Company, unless
             such agreements repeat mandatory statutory law only) existing as of
             the Signing Date and providing for any of the following:

             (i)   benefit or incentive plans relating to a change of control in
                   a Company;

             (ii)  limitations to terminate employment agreements, including
                   agreements providing for severance payments; or

             (iii) obligations of a Company to make specific investments or to
                   guarantee the employment of a certain number of employees.

      6.1.15. LABOR STRIKES AND VIOLATION OF LAWS. Except as disclosed in
             Schedule 6.1.15, none of the Companies is experiencing:

             (i)   any strike, slowdown, or work stoppage by or lockout of its
                   employees; or

             (ii)  any lawsuit relating to the alleged violation of any law or
                   order applicable in Germany and Italy and relating to
                   discrimination, civil rights, workers' safety or working
                   conditions,

                  which would have a Material Adverse Effect.

      6.1.16 TAX MATTERS. Except as disclosed in Schedule 6.1.16

             (i)  all taxes owed or to be payable by any Company under
                  applicable laws and relating to periods ending on or before
                  the Economic Transfer Date have been paid or have been accrued
                  for in the year-end accounts of the relevant Company
                  (Einzelabschluss) as at the Economic Transfer Date. For
                  purposes of this Agreement "TAXES" means any taxes and public
                  dues, including but not limited to income tax, value-added
                  tax, trade tax, wage tax, withholding tax, sales tax, property
                  or transfer tax under mandatory law, or customs duties (Zolle)
                  or social security contributions, together with any interest,
                  penalty or addition to taxes (Steuerliche


                                       32

                   Nebenleistungen) imposed by any governmental authority
                   responsible for the imposition of such taxes;

             (ii)  as of the Signing Date, the Companies are subject only to
                   general tax audits (Allgemeine Betriebsprufungen) and to
                   special tax audits as far as the type of tax requires them
                   (Besondere Betriebsprufungen - especially VAT and wage taxes
                   but not subject to any disputes regarding Taxes);

             (iii) all tax returns required to be filed by the Companies on or
                   before the Signing Date have been filed and are true and
                   correct in all material respects;

             (iv)  there has been no notice or any written claim, action, suit,
                   proceeding or investigation now pending against or with
                   respect to any Company in respect of any Taxes;

             (v)   no tax authority in a jurisdiction where a Company is not
                   paying Taxes has made a claim or written assertion that a
                   Company is or may be subject to Taxes by such jurisdiction,
                   otherwise than by deduction of Taxes at source.

                   Purchasers, to the degree legally permissible, further agree
                   that they shall not (and Purchasers shall ensure that none of
                   the Companies shall) make, change, modify or withdraw any tax
                   filings for the tax periods until and including 30 September
                   2003 (or agree to any of the foregoing) without the prior
                   written consent of Sellers which shall not unreasonably be
                   withheld, unless required by law or to make a factually
                   correct filing.

      6.1.17 FINANCIAL STATEMENTS 2002 AND 2003. Except as disclosed in Schedule
             6.1.17, the audited consolidated year end accounts
             (Konzernabschluss) of Demedis as at 30 September 2002 and the
             audited consolidated year end accounts of Demedis as at 30
             September 2003, in each case consisting of the balance sheet, the
             profit and loss statement and the notes (Anhang) thereto
             ("FINANCIAL STATEMENTS 2002 and FINANCIAL STATEMENTS 2003",
             respectively) have in all material respects been prepared in
             accordance with German generally accepted accounting principles
             applying to Demedis consistent with past practice and present a
             true and fair view of the assets and liabilities (Vermogenslage),
             financial position (Finanzlage) and earning positions (Ertragslage)
             in accordance with Section 297 (2) of the German Commercial Code
             (HGB) of the


                                       33

             Demedis Group taken as a whole, as of the relevant balance sheet
             date or the relevant period, as the case may be, provided, however,
             that Sellers shall not be liable for any deviations of the book
             values of the participations held by Demedis GmbH, any goodwill and
             shareholder loans as reflected in the Financial Statements 2002 and
             Financial Statements 2003 from any valuation in respect of these
             items that could be inferred from the Purchase Price paid under
             this Agreement. Sellers shall further not be liable for any
             deviation of the book value of any real estate as reflected in the
             Financial Statements 2002 and Financial Statements 2003 from any
             valuation that could be inferred from a sale of such real estate
             after the Economic Transfer Date. .

      6.1.18 NO MATERIAL ADVERSE CHANGES / CONDUCT OF BUSINESS. Except as
             disclosed in Schedule 6.1.18, and apart from changes resulting
             from, or relating to, general political developments or
             developments of the economy in general or in the relevant
             marketplace, to Sellers' Knowledge during the period from Economic
             Transfer Date until the Signing Date no event has occurred or
             action been taken which would qualify as a breach of the covenants
             set forth in Section 10 had such covenants already been in place
             for the period of time between the Economic Transfer Date and the
             Signing Date.

      6.1.19 DEALINGS WITH SIRONA GROUP. Except as disclosed in Schedule 6.1.19
             the supply relationships between Sirona Beteiligungs- und
             Verwaltungsgesellschaft mbH or any of its Affiliates as supplier
             and any of the Companies as distributor are at arm's length terms.

      6.1.20 PRODUCT LIABILITY. Except as disclosed in Schedule 6.1.20, no
             product liability claims (Produkthaftungsanspruche) in connection
             with any products sold by the Companies prior to the Economic
             Transfer Date are pending (anhangig) against any of the Companies.
             The products of the Companies sold prior to the Economic Transfer
             Date do not have any defects, which could give rise to any such
             product liability claims.

      6.1.21 ENVIRONMENTAL LIABILITIES. To Sellers' Knowledge, except as
             disclosed in Schedule 6.1.21 and further except where the
             inaccuracy of the statement would not have a Material Adverse
             Effect

             (i)   the Companies are in compliance with all laws relating to
                   pollution and the protection of the environment and material
                   for the operations of the Demedis Group, taken as a whole
                   (collectively "ENVIRONMENTAL LAWS");


                                       34

             (ii)  as of the Signing Date, no Company has received in writing
                   any notice or communication stating or alleging that it is in
                   violation of any Environmental Laws;

             (iii) between January 2000 and the Signing Date, no Company has
                   received by the competent environmental authorities a written
                   notice or communication to conduct any kind of investigation
                   audit, survey or similar examination of environmental
                   conditions;

             provided, however, that Purchasers shall not have any claims under
             this Section 6.1.21 if after the Signing Date the Purchasers, or
             after the Closing Date Purchasers or any of the Companies,

             (a)   conduct any kind of investigation, audit, survey or similar
                   examination of the soil, ground water or other environmental
                   conditions of the premises of any Company, apart from the
                   review of pertinent documentation and the conduct of
                   interviews and the mere visual inspection of the surface of
                   the soil without any kind of drilling or opening of the soil
                   ("ENVIRONMENTAL EXAMINATION"), without being required to do
                   so under a court judgement or administrative order unless
                   there is a valid business reason other than merely or
                   predominantly to trigger a liability of Sellers under this
                   Section 6.1.21;

             (b)   solicit, trigger or otherwise actively cause, directly or
                   indirectly, any Environmental Examination by any governmental
                   authorities or any other party unless there is a valid
                   business reason other than merely or predominantly to trigger
                   a liability of Sellers under this Section 6.1.21.

             For the avoidance of doubt, Sellers shall not be liable for any
             contamination if and to the extent it did not exist as of the
             Closing Date, in particular if and to the extent a contamination
             requiring clean-up results from

             (v)   any non-compliance of Purchasers or the Companies with
                   Environmental Laws after the Closing Date;

             (w)   negligent omissions to take actions required to be taken by
                   the Purchasers or the Companies under applicable laws and
                   relating to environmental matters after the Closing Date;

             (x)   any negligent act or omission of any employee or any other
                   representative of, or service provider to, the Companies
                   after the Closing Date.


                                       35

             The other general limitations to Sellers' liability under or in
             connection with this Agreement shall remain unaffected.

      6.1.22 COMPLIANCE WITH LAWS. To Sellers' Knowledge, except as disclosed in
             Schedule 6.1.22, each Company is in all material respects in
             compliance with the laws and regulations of any jurisdiction
             applicable to the Companies' and all orders, decrees or rulings of,
             or restrictions imposed by, any judicial, governmental or
             regulatory body (collectively "LAWS AND ORDERS") in all relevant
             jurisdictions. To Sellers' Knowledge, no material non-compliance
             with the Laws and Orders has been alleged in writing to the
             Companies and, to Sellers' Knowledge, there are no circumstances,
             which would justify such allegations. To Sellers' Knowledge, none
             of the Companies is subject to any material administrative or
             material criminal investigations and no such material
             investigations have been threatened in writing to the Companies,
             and to Seller's Knowledge, no circumstances exist, which would
             justify the initiation of such a material investigation. Sellers,
             SDS, NDO BV and NDO Leeflang have informed or will inform until the
             Closing Date the relevant work counsils about the Transaction,
             irrespective of the relevant form of information.

      6.1.23 EMPLOYEES. Schedule 6.1.23 (i) includes for each Company a correct
             and complete list of its employees (Arbeitnehmer) on an anonymous
             basis with various information related to such employees. Except as
             disclosed in Schedule 6.1.23 (ii), none of the Companies have
             increased any of their directors' or employees' remuneration or
             benefit entitlements after the Economic Transfer Date other than in
             accordance with (i) the terms of the relevant employment and
             service agreements in force as of the Economic Transfer Date, (ii)
             applicable shop or collective bargaining agreements, (iii) past
             practise or (iv) as part of the Stay Bonus Arrangements. None of
             the Sellers' Knowledge Individuals has given written notice of
             termination and, to Seller's Knowledge, no circumstances exist that
             any of these employees is giving notice of termination (provided
             that for the purpose of defining Sellers' Knowledge in this
             particular case, the knowledge of the Sellers' Knowledge
             Individuals shall be disregarded in respect of themselves).
             Schedule 6.1.23 (iii) includes for each Company a correct and
             complete list of certain pension obligations.

      6.1.24 REAL ESTATE. Except for the real estate listed in Schedule 6.1.24
             (i) the Companies do not own any real estate. The real estate used
             by the Companies is listed in Schedule 6.1.24 (ii).


                                       36

6.2   CONSENTS. Purchasers acknowledge that certain consents may be required in
      connection with contracts of the Group Companies containing
      change-of-control provisions and that such consents have not been
      obtained. While Sellers shall take reasonable efforts to assist Purchasers
      in obtaining such consents, Purchasers agree that Sellers shall not have
      any liability arising from the failure to obtain such consents and that no
      guarantee, covenant or other obligation of Sellers shall be breached and
      no condition shall be deemed not to have been satisfied as a result (i) of
      the failure to obtain such consent, (ii) the termination of any such
      contract or (iii) any lawsuit commenced or threatened arising from the
      failure to obtain such consent or the termination of such contract.

6.3   NO OTHER GUARANTEES. Purchasers agree to purchase and accept the Sold
      Assets and the Demedis Dental Business in their condition they are in on
      the Closing Date based upon its own inspection, examination and
      determination with respect thereto as to all matters and without reliance
      upon any express or implied guarantees, representations or warranties of
      any nature made by or on behalf of or imputed to Sellers, except only for
      the guarantees expressly set forth in this Agreement. Sellers do therefore
      not give or assume any guarantees other than those set forth in this
      Agreement and none of the Sellers' Guarantees shall be construed as a
      guarantee or representation with respect to the quality of the purchase
      object within the meaning of Sections 276 Subsec. 1, 443 German Civil Code
      (Garantie fur die Beschaffenheit der Sache). Without limiting the
      generality of the foregoing, Purchasers acknowledge that Sellers make no
      guarantees, representations or warranties with respect to:

      (i)   any projections, estimates or budgets delivered or made available to
            Purchasers of future revenues, future results of operations (or any
            component thereof), future cash flows or future financial conditions
            (or any component thereof) or the future business and operations of
            the Demedis Dental Business or the Demedis Group;

      (ii)  any other information or documents made available to Purchasers or
            their counsel, accountants or other advisers with respect to the
            Demedis Dental Business or the Demedis Group, except as expressly
            set forth in Section 6 of this Agreement;

      (iii) the enforceability and collectibility of the Shareholder Loan (i.e.,
            the ability and obligation of Demedis to repay the Shareholder Loan)

      provided, however, that to Sellers' Knowledge none of the information nor
      documents made available to Purchasers or their counsel, accountants or
      other advisers with respect


                                       37

      to the Demedis Dental Business or the Demedis Group is untrue inaccurate
      in any material respect.

                                    SECTION 7
                             PURCHASER'S GUARANTEES

      Purchasers guarantee to Sellers as of the Signing Date and Closing Date:

7.1   ENFORCEABILITY / NO CONFLICT. This Agreement constitutes the legal, valid
      and binding obligation of Purchaser, enforceable against Purchasers in
      accordance with its terms, except as the enforceability thereof may be
      limited by bankruptcy, insolvency, reorganization, moratorium or other
      similar laws relating to or affecting the rights of creditors generally
      and except that the remedy of specific performance and injunction relief
      and other forms of equitable relief may be subject to equitable defences
      and to the discretion of the court before which any proceeding may be
      brought. Purchasers have the power and authority to execute this Agreement
      and to perform its obligations under this Agreement, and the Transaction
      have been duly authorised and approved by all necessary corporate action
      of Purchasers.

7.2   LITIGATION. There is no action, suit, investigation or proceeding pending
      against, or to the knowledge of Purchasers, as of the Signing Date,
      threatened against or affecting Purchaser before any court or arbitrator
      or governmental body, agency or official body which in any manner
      challenges or seeks to prevent, enjoin, alter or materially delay the
      Transaction.

7.3   FINANCIAL CAPABILITY. Purchasers have sufficient immediately available
      funds or binding and unconditional and irrevocable financing commitments
      to make all payments required to be made under or in connection with this
      Agreement.

7.4   FINDERS' FEES. Purchasers have no obligation or liability to pay any fees
      or commissions to any broker, finder or agent with respect to the
      Transaction for which Sellers could become wholly or partly liable.

                                    SECTION 8
                                    REMEDIES

8.1   LIMITATION OF REMEDIES. In the event of a breach or non-fulfilment of any
      guarantee, covenant or other obligation of Sellers contained in this
      Agreement, Sellers shall put the relevant Purchaser, or at the option of
      the relevant Purchaser, the respective Company


                                       38

      into the same position it would have been in if Sellers' Guarantees,
      covenants or other obligation contained in this Agreement had been
      fulfilled or had not been breached (Naturalrestitution), or, at the option
      of Sellers, pay damages for non-performance (kleiner Schadenersatz). For
      purposes of determining the liability of Sellers, only the actual losses
      incurred by the respective Company or Purchasers shall be taken into
      account and not any potential or actual reduction (Minderung) in the value
      of the Companies or the relevant Purchaser. Sellers shall in no event be
      liable for any indirect damages (mittelbare Schaden), consequential
      damages (Folgeschaden), indirect losses caused by business interruption
      (Betriebsunterbrechungschaden) or lost profits (entgangener Gewinn),
      damages incidental to any breach or non-fulfilment of the independent
      guarantees (Schaden anlasslich einer Verletzung einer selbstandigen
      Garantie) or any internal costs (i.e., non-out of pocket expenses)
      incurred by the Companies or the relevant Purchaser, it being understood
      that in case of a third party claim constituting a liability that triggers
      a Purchaser Claim such liability will be considered as a direct damage
      within the meaning of this Agreement even if it includes consequential
      damages, losses and lost profits. If and to the extent damages are paid to
      any of the Companies, such payments shall be effected as contributions
      (Einlagen) made by Purchasers into the respective Company.

8.2   PURCHASER CLAIM PROCEDURE. In the event of any breach or non-fulfilment of
      Sellers' Guarantees, covenants or other obligation contained in this
      Agreement or in case of any other claim of a Purchaser against Sellers'
      under or in connection with this Agreement ("PURCHASER CLAIM"), Purchaser
      will give Sellers written notice of such breach or non-fulfilment, without
      undue delay (ohne schuldhaftes Zogern) after its discovery but within
      twenty five (25) Business Days thereafter stating in such notice in
      reasonable detail the nature thereof and the amount involved, to the
      extent that such amount has been determined at the time when such notice
      is given. Without prejudice to the validity of the Purchaser Claim or
      alleged claim in question, Purchaser shall allow, and cause the Companies
      to allow, Sellers and their accountants and professional advisers to
      investigate the matter or circumstance alleged to give rise to such
      Purchaser Claim. Purchaser shall give and cause the Companies to give such
      information and assistance, including, during normal business hours and
      upon prior written notice, access to Purchaser's and the Companies'
      premises and personnel, including the right to examine and copy or
      photograph any assets, accounts, documents and records, as Sellers or
      their accountants or professional advisers may request, provided it is
      done in such a way so as to minimize business disruption.

8.3   LIMITATION OF SELLERS' LIABILITY. Sellers shall not be liable for, and
      Purchasers shall not be entitled to bring any Purchaser Claim, if and to
      the extent that:


                                       39

      8.3.1 the matter to which the Purchaser Claim relates has been taken into
            account in the Financial Statements 2003 by way of a provision
            (Ruckstellung), or depreciation (Abschreibung), or exceptional
            depreciation (au(beta)erplanma(beta)ige Abschreibung), or
            depreciation to reflect lower market values (Abschreibung auf den
            niedrigeren beizulegenden Wert) or otherwise;

      8.3.2 the amount of the Purchaser Claim is actually recovered from a third
            party (including any agreement by virtue of which any shares in the
            Companies have (directly or indirectly) been acquired) or under an
            insurance policy in force on the Signing Date, provided, however,
            that if the relevant Purchaser could recover the amount of the
            Purchaser Claim from a third party or an insurance policy in force
            on the Signing Date, the relevant Purchaser shall use all reasonable
            efforts to recover the amount of the Purchaser Claim from the
            relevant third party or the relevant insurer, as the case may be, as
            soon as possible and in case of such recovery reimburse Sellers for
            any payments already made in respect of the Purchaser Claim up to
            the amount recovered. At the request of Sellers, Purchasers shall
            assign the relevant claim to Sellers and deliver to Sellers all
            relevant documents related to such Purchaser Claim subject to
            applicable law. In the case that Purchasers could not recover such
            amount within a period of eighteen (18) months as from the Closing
            Date, Purchasers are entitled to assign the relevant claim to
            Sellers who are obliged to accept such assignment, unless they
            release Purchaser from its obligation to further pursue the
            possibility of recovery;

      8.3.3 the payment or settlement of any item giving rise to a Purchaser
            Claim results in a tax benefit realized by the Companies or
            Purchasers, i.e. when the payment or settlement leads to a tax
            deductible expense within the fiscal year of the relevant Company in
            which such payment or settlement is made and this tax deductible
            expense does not only increase a tax loss carry forward;

      8.3.4 the Purchaser Claim results from a failure of Purchaser or the
            Companies to mitigate damages pursuant to Section 254 German Civil
            Code;

      8.3.5 the matter to which the Purchaser Claim relates was actually known
            by the persons listed on Exhibit 8.3.5 (i) as of the Closing Date,
            taking into account that Purchaser and in particular these persons,
            prior to entering into this Agreement, had the opportunity to
            thoroughly review the condition of the Demedis Group and the Demedis
            Dental Business under commercial, technical, organisational,
            financial, environmental and legal aspects and, in this connection,
            to hold discussions with managing directors and other senior
            employees of the Companies, and to inspect any relevant real estate;
            without limiting


                                       40

            the generality of the foregoing. Purchaser shall be deemed to have
            knowledge of all matters disclosed in (i) the Information
            Memorandum; (ii) the Vendor Due Diligence Report of
            PricewaterhouseCoopers, (iii) the PricewaterhouseCoopers Tax Status,
            each as disclosed to Purchaser; (iv) any documents listed in the
            specific data room index attached hereto as Exhibit 8.3.5 (ii) to
            the extent that a reasonable purchaser would have logically
            concluded that a Purchaser Claim exists from such disclosure and (v)
            the written answers to any information requests of Purchaser
            attached hereto as Exhibit 8.3.5 (iii);

      8.3.6 the Purchaser Claim results from or is increased by the passing of,
            or any change in any law, statute, ordinance, rule, regulation,
            common law rule or administrative practice of any government,
            governmental department, agency or regulatory body including
            (without prejudice to the generality of the foregoing) any increase
            in the rates of any taxes or any imposition of any taxes or any
            withdrawal or relief from any taxes, not actually in effect at the
            Closing Date;

      8.3.7 Sellers were prejudiced by the Purchasers' failure to observe the
            procedures set forth in Sections 8.2 and 8.4;

      8.3.8 in respect of a Purchaser Claim under Section 6.1.16 (without
            prejudice to the generality of Section 8.3.3), if and to the extent

            (i)   the breach of the relevant Sellers' Guarantees results only in
                  a loss or reduction of tax loss carry-forwards;

            (ii)  Purchasers impair any obligation of the Companies or Sellers
                  regarding the preparation of any tax returns of any of the
                  Companies for assessment periods (Veranlagungszeitraume) up to
                  and including the Economic Transfer Date ("TAX RETURNS");

            (iii) Tax Returns already prepared by Sellers or any of the
                  Companies prior to the Closing Date should not be filed
                  accordingly by Purchasers or any of the Companies, provided
                  that such Tax Returns have been applied in accordance with
                  applicable laws and accounting practices; or

            (iv)  any of the Tax Returns which have already been filed should be
                  changed, modified or withdrawn by Purchaser and/or Companies
                  without prior written consent of Sellers which shall not be
                  unreasonably withheld;


                                       41

      8.3.9 either Purchasers or the Companies have caused or partially caused
            (verursacht oder mitverursacht) such Purchaser Claim after the
            Closing Date or by Purchaser after the Signing Date, e.g., by way of
            any kind of (corporate) restructurings, or by the way the repayment
            of Bank Debt and the Repaid Shareholder Loan will be booked on the
            level of the relevant Companies provided however that Purchasers
            shall be authorized to initiate tax audits with respect to any
            Companies.

      When calculating the amount of the liability of Sellers under this
      Agreement all advantages in connection with the relevant matter shall be
      taken into account (Vorteilsausgleich) and Sellers shall not be liable
      under this Agreement in any respect of any Purchaser Claim for any losses
      suffered by Purchasers or the Companies to the extent of any corresponding
      savings by or benefit to Purchasers, any Affiliate of Purchasers or any
      Company arising therefrom.

8.4   THIRD PARTY CLAIM PROCEDURE. If the Companies or Purchasers are sued or
      threatened to be sued by a third party, including any governmental
      agencies, or if the Companies or Purchasers are subjected to any audit or
      examination by any tax authority ("THIRD PARTY CLAIM"), which may give
      rise to a Purchaser Claim, Purchasers shall give Sellers immediately
      (unverzuglich) written notice of such Third Party Claim. Purchasers shall
      ensure that Sellers shall be provided with all material, information and
      assistance relevant in relation to the Third Party Claim, be given
      reasonable opportunity to comment or discuss with Purchasers any measures
      which Purchasers proposes to take or to omit in connection with a Third
      Party Claim. In particular, Sellers shall be given the opportunity to
      comment on, participate in, and review any reports, all relevant tax and
      social security audits or other measures and receive without undue delay
      copies of all relevant orders e.g. (Bescheide) of any authority, in each
      case subject to applicable law. No admission of liability shall be made by
      or on behalf of Purchasers or the Companies and the Third Party Claim
      shall not be compromised, disposed of or settled without the prior written
      consent of Sellers, which shall not be unreasonably withheld. Further,
      however, subject to prior consultation with Purchasers and subject to
      Purchasers' prior written consent, which shall not be unreasonably
      withheld, Sellers shall be entitled at their own discretion to take such
      action (or cause Purchasers or the Companies to take such action) as it
      deems necessary to avoid, dispute, deny, defend, resist, appeal,
      compromise or contest such Third Party Claim (including making counter
      claims or other claims against third parties) in the name of and on behalf
      of Purchasers or the Companies concerned and Purchasers will give and
      cause the Companies to give (subject to them being paid all reasonable
      out-of-pocket costs and expenses), all such information and assistance, as
      described above, including during normal business hours and upon prior
      written notice access to premises and personnel and including the right to
      examine and copy or photograph any assets,


                                       42

      accounts, documents and records for the purpose of avoiding, disputing,
      denying, defending, resisting, appealing, compromising or contesting any
      such claim or liability as Sellers or their professional advisers may
      reasonably request provided it is done in such a way so as to minimize
      business disruption. Sellers agree to use all such information
      confidentially only for such purpose and to treat them confidentially. To
      the extent that Sellers are in breach of a Sellers' Guarantee or covenant,
      all costs and expenses reasonably incurred by Sellers in defending such
      Third Party Claim shall be borne by Sellers.

8.5   APPORTIONMENT OF LIABILITY / NO JOINT LIABILITY. Any liability for a
      breach of the guarantees given under Section 6.1.1, 6.1.2, 2nd Sentence,
      and 6.1.7 shall accrue only to the Seller that has given the respective
      guarantee. Each Seller shall only be liable for such remaining portion of
      the total liability pro rata to the amount of the relevant percentage of
      its shareholding in Demedis. In no case shall any liability of Sellers
      under or in connection with this Agreement be a joint liability of Sellers
      (Gesamtschuld), i.e., no Seller shall be held liable for a liability of
      any other Seller but Sellers shall be liable for any liabilities of
      Sellers under or in connection with this Agreement only as single debtors
      (Teilschuldner).

8.6   NO DOUBLE RECOVERY. For the avoidance of doubt, no Party shall be entitled
      to recover one and the same damage or loss more than once under or in
      connection with this Agreement.

8.7   SOLE REMEDY. Any claims of Purchasers under or in connection with this
      Agreement shall be limited to claims against Sellers that can be satisfied
      by the Escrow Amount. Purchasers shall in no event be entitled to make any
      direct claims against any Sellers which will not be covered by the
      Holdback Escrow Amount. Any liability of Sellers and recourse by
      Purchasers shall at all times be solely limited to the Holdback Escrow
      Amount kept by the Escrow Agent in accordance with the Holdback Escrow
      Agreement and not be directed to any of the Sellers.

8.8   MODIFIED REMEDIES FOR TITLE GUARANTEE. In the case of a breach of Section
      6.1.2 (i) or (ii) in respect of the Demedis Shares the following specific
      amendments to Sellers' liability under this Agreement will apply:

      8.8.1 Share Purchaser shall be entitled to claims for specific performance
            (Erfullung) and consequential damages (Folgeschaden);

      8.8.2 the Liability Cap will not apply, but the aggregate liability of
            each individual Seller will be limited to the pro rata portion of
            the Purchase Price attributable to the Demedis Shares of each
            individual Seller;


                                       43

      8.8.3 the Time Limitation will be extended to a period ending five (5)
            years as from the Closing Date;

      8.8.4 in the case that the guarantees in Section 6.1.2 (i) or (ii) have
            been breached in respect of the Demedis Shares due to a mere
            technical or formal problem (e.g., if a notarial deed contains a
            technical or formal mistake rendering the transfer of title invalid)
            all Sellers will use their best efforts to cooperate with each other
            and with Share Purchaser in order to remedy such defect/problem, in
            particular to ensure that the split of shares and ownership
            structure set forth in Section 1.1 will be put in place. This clause
            shall, however, not increase the overall liability of Sellers for a
            breach of Sections 6.1.2 (i) and (ii) in respect of the Demedis
            Shares and the as set forth in Section 8.8.2;

      8.8.5 Share Purchaser shall first raise Purchaser Claims against the
            Holdback Escrow Amount before pursuing any Purchaser Claims against
            any Sellers directly.

      it being understood that no further rights, other than those expressly set
      forth in this Section 8.8, in particular no further rights of withdrawal,
      will be conferred on Share Purchaser.

8.9   TREATMENT OF HOLDBACK ESCROW AMOUNT. In view of Sellers' separate
      liability (teilschuldnerische Haftung) as set forth in Section 8.5, the
      sole remedy principles set forth in Section 8.7 as well as the modified
      remedies for title guarantees set forth in Section 8.8 and for the
      avoidance of doubt, the Parties agree that the Holdback Escrow Amount will
      not be available to Purchasers as a whole but only in the liability
      portions set forth in Section 8.5, i.e., the Holdback Escrow Amount of EUR
      10,000,000 (in words: Euro ten million) will only be paid into one single
      account for practicality reasons, but not for reasons of joint liability,
      so that for purposes of any Purchaser Claim the Holdback Escrow Amount
      will be separated into 5 different and separate portions reflecting the
      pro-rata amount of the Purchase Price attributable to Sellers ("PRO-RATA
      ESCROW AMOUNT"), so that in no event whatsoever, one Seller would ever be
      jointly liable for any liability of another Seller or for more than the
      portion of his part of the liability set forth in Section 8.5. However, if
      the Pro-rata Escrow Amount is already used up by Purchaser Claims based on
      a breach of Section 6.1.2 (i) or (ii) in respect of the Demedis Shares or
      other Purchaser Claims, the liability of the relevant Seller will not be
      limited to the Pro-rata Escrow Amount, but be increased by the amount of
      the Pro-rata Escrow Amount which has already been used to satisfy
      Purchaser Claims based on a breach of Section 6.1.2 (i) or (ii) in respect
      of the Demedis Shares.


                                       44

      Example: If the portion of the Holdback Escrow Amount attributable to
      Seller 4 was EUR 50,000 and the relevant share sold by Seller 4 under this
      Agreement is affected by a title defect triggering a liability of EUR
      100,000, Purchaser can only claim EUR 50,000 against the Holdback Escrow
      Amount and the remaining EUR 50,000 from Seller 4 directly but only up to
      the portion of the Purchase Price attributable to Seller 4. However, if
      thereafter another general guarantee set forth in Section 6 is breached
      triggering a liability of EUR 1,000,000, Purchaser will only be able to
      claim against the Escrow Account the amount recoverable from all Sellers
      other than Seller 4, as the relevant portion of the Holdback Escrow Amount
      attributable to Seller 4 has already been used up, so that the remaining
      liability for all other shareholders will be limited to the amount of EUR
      1,000,000 less a percentage equal to the percentage of the Holdback Escrow
      Amount attributable to Seller 4. The remaining amount up to EUR 50,000
      can, however, be claimed directly from the relevant Seller 4.

                                    SECTION 9
                   EXPIRATION OF CLAIMS / LIMITATION OF CLAIMS

9.1   TIME LIMITATIONS. All claims of Purchasers arising under or in connection
      with this Agreement shall be time-barred on 30 April 2005 except for
      claims of Purchasers pursuant to Section 8.8 or for claims of Purchasers
      arising as a result of wilful, fraudulent or intentional breaches of
      Sellers' obligations under this Agreement which shall be time barred in
      accordance with the statutory rules in Sections 195, 199 German Civil Code
      ("TIME LIMITATIONS").

9.2   EXCLUSION OF STATUTORY LIMITATION RULES. To the extent legally permissible
      Sections 203 and 209 German Civil Code shall not apply. Any limitation
      period pursuant to this Agreement shall be interrupted only in the event
      that a statement of claims is filed with the arbitral tribunal or
      competent court, as the case may be, within the relevant Time Limitations.

9.3   DE MINIMIS AND BASKET. Sellers shall only be liable under or in connection
      with this Agreement if and to the extent that: (i) the amount recoverable
      under this Agreement with respect to the individual claim made exceeds EUR
      100,000 (in words: Euro one hundred thousand) ("DE MINIMIS AMOUNT")
      provided, however, that claims which are based on factually coherent
      matters (auf demselben Lebenssachverhalt beruhend) can be aggregated and
      (ii) the aggregate amount recoverable under this Agreement with regard to
      all claims made (excluding claims which do not exceed the De Minimis
      Amount in the individual case) exceeds EUR 1,250,000 (in words: Euro one
      million


                                       45

      two hundred fifty thousand) ("BASKET") i.e., only if both the De Minimis
      Amount and the Basket are exceeded, Sellers shall be liable under this
      Agreement in the full amount, subject to the other provisions of this
      Section 9. The Parties agree that the terms Material Adverse Effect,
      material or any similar materiality qualifier in any of the guarantees in
      Section 6 will be disregarded for purposes of determining of whether or
      not the De Minimis Amount and the Basket are exceeded or reached, as the
      case may be.

9.4   LIABILITY CAP. Subject to Section 8.8.2, the aggregate liability of
      Sellers for any possible claims under and in connection with this
      Agreement shall not exceed EUR 10,000,000 (in words: Euro ten million)
      ("LIABILITY CAP"), which will be covered by the Holdback Escrow Amount and
      cannot be directly claimed from any of the Sellers.

9.5   EXCLUSION OF STATUTORY RIGHTS. The Parties agree that the remedies which
      Purchasers, or any of the Companies, may have against Sellers for breach
      of obligations set forth in this Agreement are solely governed by this
      Agreement, and the remedies provided for in this Agreement shall be the
      exclusive remedies available to Purchasers or the Companies. Apart from
      the rights of Purchasers under Section 5 above (i) any right of Purchasers
      to withdraw (zurucktreten) from this Agreement or to require the winding
      up of the Transaction (e.g. by way of gro(beta)er Schadensersatz or
      Schadenersatz statt der Leistung), (ii) any claims for breach of
      pre-contractual obligations (culpa in contrahendo, including claims
      arising under Sections 241 Subsec. 2, 311 Subsec. 2 (3) German Civil Code)
      or ancillary obligations (positive Forderungsverletzung, including to
      claims arising under Sections 280, 282 German Civil Code), (iii)
      frustration of contract pursuant to Section 313 German Civil Code (Storung
      der Geschaftsgrundlage), (iv) all remedies of Purchaser for defects of the
      Sold Assets under Sections 437 through 441 German Civil Code and (v) any
      and all other statutory rights and remedies, if any, are hereby expressly
      excluded and waived by Purchasers, except for claims for wilful deceit
      (arglistige Tauschung) and other intentional breach of contract
      (vorsatzliche Vertragsverletzungen). The Parties agree that Sellers'
      Guarantees are only designed for the specific remedies of Purchasers set
      forth in Section 6 above and the restrictions contained in this Section 9
      and that Sellers' Guarantees shall not serve to provide Purchasers with
      any other claims than those set forth in this Agreement. The Parties
      further agree that under no circumstances shall Sellers' Guarantees be
      construed as representations of Sellers with respect to the quality of the
      purchase object within the meaning of Sections 276 Subsec. 1, 443 German
      Civil Code (Garantie fur die Beschaffenheit der Sache) and therefore,
      Purchaser explicitly waives the application of Section 444 German Civil
      Code.


                                       46

                                   SECTION 10
                                SELLERS' COVENANT

SELLERS' COVENANT. Except as set forth in Exhibit 10, during the period between
the Signing Date and the Closing Date and to the extent legally permissible,

10.1  Sellers shall use all reasonable efforts to ensure that the Companies
      shall (i) preserve their material customer relationships, (ii) preserve
      the Material Assets in good working condition, reasonable wear and tear
      excepted.

10.2  Sellers shall undertake and procure that the Companies shall, (i) keep the
      existing insurance for the Demedis Dental Business in place, (ii) maintain
      accounting procedures consistent with past practice and (iii) maintain
      inventory holding levels substantially consistent with past practice.

10.3  Sellers shall undertake and procure that the Companies shall conduct the
      Demedis Dental Business in the ordinary course of business and not, except
      in the ordinary course of business and consistent with past practice, (i)
      adopt any material change in the articles of association of the Companies,
      (ii) make any dividend payments or other distributions of such kind to
      Sellers or Affiliates of Sellers, (iii) allot, issue, redeem or repurchase
      any shares of the Companies, (iv) merge or consolidate with any other
      person (other than the Companies), (v) make any material capital
      expenditure (i.e. exceeding an amount of EUR 2,000,000) (in words: Euro
      two million) (unless reflected in the business plan of the Demedis Group
      which has been disclosed to Purchasers), (vi) enter into any agreements
      exceeding a contract value of EUR 500,000 (in words: Euro five hundred
      thousand) or with onerous terms, (vi) cancel or waive any claims or rights
      of a value exceeding in the individual case EUR 500,000 (in words: Euro
      five hundred thousand), (vii) enter into any agreement or arrangement with
      Sellers or an Affiliate with Sellers not at arm's length terms, (viii)
      commence any litigation with a dispute value (Streitwert) in excess of EUR
      250,000 (in words: Euro two hundred fifty thousand), (ix) shorten or
      lengthen the customary payment cycles for any receivables or payables (x)
      acquire or dispose of any material business or (xi) agree in writing to do
      any of the foregoing, provided however, that Sellers and any of the
      Companies may enter into bonus agreements with any of the Companies'
      employees and/or any of their managing directors in an aggregate maximum
      amount of EUR 1,268,000.00 (in words: Euro one million two hundred sixty
      eight thousand), which amounts shall be borne by the Companies and are
      already reflected in the Purchase Price ("STAY BONUS ARRANGEMENTS").


                                       47

                                   SECTION 11
                                    INDEMNITY

Sellers will indemnify Purchasers for all materialized liabilities arising from
the currently still contingent liabilities in respect of the lease transactions
between the Companies and Gefa Gesellschaft fur Absatzfinanzierung GmbH as well
as the Dutch VAT issue both as set forth in Exhibit 11 provided, however, that
all limitations to Sellers' liability in this Agreement, in particular those set
forth in Sections 8 and 9 will also apply to this indemnity, apart from the
limitations provided for in Section 9.3, provided, however, that any amounts
received by Purchasers under this Section 11 shall be disregarded for purposes
of filling the Basket for any other Purchaser Claims.

                                   SECTION 12
   RESTRICTION OF ANNOUNCEMENT / STAY BONUS / COOPERATION / CONFIDENTIALITY /
NON-COMPETITION AND NON-SOLICITATION / PARENT LIABILITY / JOINT LIABILITY / USE
                                  OF IP RIGHTS

12.1  RESTRICTIONS OF ANNOUNCEMENTS. Each of the Parties undertakes that prior
      to the Closing Date it will not make an announcement in connection with
      this Agreement unless required by applicable mandatory law or stock
      exchange regulations or the other Party hereto has given its consent to
      such announcement in writing, including the form of such announcement,
      which consents may not be unreasonably withheld and may be subject to
      conditions. If and to the extent any announcement or disclosure of
      information regarding the subject matter of this Agreement is to be made
      under applicable mandatory laws, in particular any applicable stock
      exchange regulations, the Party being concerned shall not disclose any
      such information without prior consultation with the other Party.

12.2  STAY BONUS. Purchasers acknowledge the Stay Bonus Arrangements (as defined
      in Section 10.3) made or to be made to certain of the managing directors
      and/or employees of the Demedis Group. If and to the extent that the Stay
      Bonus Arrangements should not have been validly made by any of the
      Companies, Purchasers agree to provide for such payments to be effected in
      its own name as if such promises had been validly made by Purchaser itself
      under full discharge of the original debtors.

12.3  COOPERATION. Upon and after the Closing Date, Sellers and Purchaser shall
      each use their reasonable best efforts to execute and deliver or procure
      to be done, executed and delivered all such further acts, deeds,
      documents, instruments of conveyance, assignment and transfer and things
      as may be reasonably necessary to implement the terms of this Agreement.


                                       48

12.4  CONFIDENTIALITY. The Parties agree to keep strictly confidential any
      information obtained by them in connection with the negotiation and
      conclusion of this Agreement with respect to the respective other party
      and its Affiliates unless otherwise agreed in writing between the Parties
      or required by applicable law.

12.5  CONFIDENTIALITY WAIVER. Each Party authorises every other Party (and each
      employee, representative or other agent of every other Party) to disclose
      to any and all persons, without limitation of any kind, the U.S. federal
      income tax treatment and tax structure of the Transaction and all
      materials of any kind (including opinions or other tax analyses) that are
      provided to such party related to such tax treatment and tax structure.

12.6  NON-COMPETITION / NON-SOLICITATION Mr. Gotz Mauser and Mr. Martin Fark of
      Permira Beteiligungsberatung GmbH have entered into the non-competition
      and non-solicitation agreement with Purchaser attached hereto as Exhibit
      12.6 ("NON-COMPETITION/NON-SOLICITATION AGREEMENT"). The Parties expressly
      agree that none of Sellers shall be subject to any kind of non-competition
      obligation or non-solicitation obligation with respect to any employees /
      managing directors of any of the Companies.

      Sellers will reimburse all reasonable costs incurred by Gotz Mauser and
      Martin Fark under or in connection with the Non-competition /
      Non-solicitation Agreement, including in particular any reasonable
      lawyer's fees for defending any claims raised by Purchaser against Gotz
      Mauser and Martin Fark, to the extent such claims are not validly based on
      wilful misconduct on the part of Gotz Mauser and Martin Fark. This
      obligation shall constitute an agreement for the benefit of third parties
      (echte Vereinbarung zugunsten Dritter) within the meaning of Section 328
      of the German Civil Code. No obligations shall attach to Purchasers in
      respect of Mr. Mauser and Mr. Fark.

12.7  PARENT LIABILITY. Henry Schein will be jointly liable for any and all
      obligations of Purchaser under or in connection with this Agreement, even
      in case of a transfer of rights and obligations pursuant to Section 14.4

12.8  JOINT PURCHASERS' LIABILITY. All Purchasers will be jointly liable for any
      and all obligations of any Purchaser under or in connection with this
      Agreement, even in case of a transfer of rights and obligations pursuant
      to Section 14.4.

12.9  USE OF MARKS / DOMAINS / NAMES. Purchasers are aware that Demedis is part
      of a larger group with Sirona Beteiligungs- und Verwaltungsgesellschaft
      mbH ("SBV") and its Affiliates ("SIRONA GROUP") as sister company which is
      engaged in the production, trading and distribution of dental products.
      After the Closing Date, Purchasers shall ensure that neither Purchasers or
      any of their Affiliates nor any of the Group


                                       49

      Companies use (as part of its corporate or trade name, internet domains or
      otherwise) the name "Sirona" or the abbreviation "SDS", any name likely to
      be confused therewith or any name to which a company of the Sirona Group
      ("SIRONA GROUP COMPANY") has any right which permits such Sirona Group
      Company to preclude the use of such name by third parties. Furthermore,
      except as provided below, Purchasers shall ensure that neither Purchasers
      nor any of their Affiliates nor any of the Group Companies shall use any
      brochure, sales literature, letterhead, web page, packaging or promotional
      or other materials or sell any publications or other products which
      contain or carry the name "Sirona" or the abbreviation "SDS" or any other
      mark or names which suggest that a Company is or was part of the Sirona
      Group unless permitted by relevant agreements between the Sirona Group and
      the Group Companies. Purchasers acknowledge and agree that between the
      Signing Date and the Closing Date, Sellers and the Group Companies will
      take all actions which are necessary or appropriate to delete the name
      "Sirona" or "SDS" from their corporate name (Firma) of any of the Group
      Companies which contains the name "Sirona" or the abbreviation "SDS" and
      to change the corporate name of any of such Group Companies. Without undue
      delay after the Closing Date, at the latest within one month after the
      Closing Date, Purchasers shall take, or cause to be taken, all outstanding
      actions and issue, or cause to be issued, all declarations which are
      necessary or appropriate to change the corporate name of any of the Group
      Companies which contains the name "Sirona" or the abbreviation "SDS" to a
      corporate name which does not contain the name "Sirona" or the
      abbreviation "SDS" or any name likely to be confused therewith.

                                   SECTION 13
                          NOTICES / EXERCISE OF RIGHTS

13.1. NOTICES. All notices and other communications hereunder shall be made in
      writing and shall be delivered or sent by registered mail or courier to
      the addresses below or to such other addresses which may be specified by
      any Party to the other Parties in the future in writing:

      If to Sellers:

      Freshfields Bruckhaus Deringer
      Dr. Andreas von Werder
      Taunusanlage 11
      60329 Frankfurt am Main
      Germany

      with a copy to


                                       50

      Clifford Chance
      Volker Kullmann
      Theresienstrasse 4-6
      80333 Munich
      Germany

      If to Purchaser:

      Henry Schein, Inc.
      Attn.: General Counsel
      135 Duryea Road
      Melville, New York 11747
      USA

      with a copy to:

      Baker & McKenzie
      Attn.: Dr. Bernd R. Mayer
      Neuer Zollhof 3
      40221 Dusseldorf
      Germany

13.2  EXERCISE OF RIGHTS. Any statements, declarations and notices of Sellers
      under or in connection with this Agreement as well as the Escrow Agreement
      may be validly made or given only by Volker Kullmann, with the address as
      set forth in Section 13.1 on behalf of all Sellers and Sellers hereby
      authorize Seller 1 to act in their name and on their behalf in making such
      statements, declarations and giving such notices. The same shall apply to
      the exercise of any rights by Sellers under or in connection with this
      Agreement.

13.3  SETTLEMENT OF PURCHASER CLAIMS. Sellers hereby appoint Volker Kullmann,
      with the address as set forth in Section 13.1 ("APPOINTEE") to act in
      their name and on their behalf to negotiate, accept, compromise, admit to
      settle any Purchaser Claims arising out of or in connection with this
      Agreement, provided that this Section shall only apply (a) to Purchaser
      Claims other than in respect of a breach of Sections 6.1.2 (i) and (ii),
      unless the relevant defect on which the Purchaser Claims is based extends
      to all Sellers, and (b) to Purchaser Claims in respect of which the Time
      Limitations have not yet expired, it being understood that in respect of
      Purchaser Claims based on a breach of Sections 6.1.2 (i) and (ii) and
      extending to all Sellers (as set forth in Section 13.3


                                       51

      (a)), the Time Limitations of Section 9.1 (and not the extended time
      limitation set forth in Section 8.8.3) will apply for purposes of this
      Section 13.3 (b). Any termination of such appointment is valid only if (a)
      made in writing and (b) if at the same time a new appointee is notified to
      the Purchaser. Sellers will pay to the Appointee all reasonable fees for
      Appointee's services and expenses incurred by Appointee. This obligation
      shall constitute an agreement for the benefit of third parties (echte
      Vereinbarung zugunsten Dritter) within the meaning of Section 328 of the
      German Civil Code. Any liability of the Appointee shall be limited to
      gross negligence (grobe Fahrlassigkeit) and wilful misconduct (Vorsatz)
      only.

                                   SECTION 14
                                  MISCELLANEOUS

14.1  FEES / COSTS / EXPENSES. All expenses, costs, fees and charges in
      connection with the Transactions including legal services, shall be borne
      by the Party commissioning the respective costs, fees and charges, in
      particular, the Companies shall not bear any costs for lawyers,
      accountants, investment bankers and other advisors advising Sellers' in
      relation to the Transaction to the extent not already paid before the
      Economic Transfer Date. All notarial fees incurred with the notarisation
      of this Agreement and the agreements to be executed to implement the
      Transactions as well as all official fees charged by the cartel
      authorities in connection with the merger clearances required under this
      Agreement shall be borne by Purchaser. Purchaser shall also be responsible
      for the payment of any sales, transfer or stamp taxes, or other similar
      charges, payable by reason of the Transaction.

14.2  EXHIBITS AND SCHEDULES. All Exhibits and Schedules to this Agreement
      constitute an integral part of this Agreement and any reference to this
      Agreement includes this Agreement and its Exhibits as a whole. The
      disclosure of, or reference to, any matter in this Agreement (including
      any Exhibit and Schedule thereto) shall be deemed to be a disclosure.

14.3  ENTIRE AGREEMENT. This Agreement (including all Exhibits and Schedules
      hereto) comprises the entire agreement between the Parties concerning the
      subject matter hereof and supersedes and replaces all oral and written
      declarations of intention made by the Parties in connection with the
      contractual negotiations except for the Confidentiality Agreement dated 11
      September 2003. Changes or amendments to this Agreement (including this
      Section 14.3) must be made in writing by the Parties or in any other
      legally required form, if so required.

14.4  NO ASSIGNMENT. No Party shall be entitled to assign any rights,
      obligations or claims under this Agreement without the prior written
      consent of the other Party provided


                                       52

      that Purchasers may assign all rights and obligations under this Agreement
      to an Affiliate of Purchasers without the express consent of the Sellers
      which is hereby granted, provided however that Purchasers will in any
      event remain jointly liable for all obligations of the relevant assignee
      under and in connection with this Agreement.

14.5  INTEREST DAYS. Interest payable under any provision of this Agreement
      shall be calculated on the basis of actual days elapsed divided by 365.

14.6  BUSINESS DAYS. "BUSINESS DAYS" shall be the days on which banks are open
      for business in Frankfurt am Main, Germany.

14.7  NO THIRD PARTY RIGHTS. This Agreement shall not grant any rights to, and
      is not intended to operate for, the benefit of third parties unless
      otherwise explicitly provided for herein.

14.8  HEADINGS. The headings in this Agreement are inserted for convenience only
      and shall not affect the interpretation of this Agreement; where a German
      term has been inserted in quotation marks and/or italics it alone (and not
      the English term to which it relates) shall be authoritative for the
      purpose of the interpretation of the relevant English term in this
      Agreement.

14.9  SET-OFF / RETENTION. No Party, except as provided otherwise herein, shall
      be entitled (i) to set-off (aufrechnen) any rights and claims it may have
      against any rights or claims the other Party may have under this Agreement
      or (ii) to refuse to perform any obligation it may have under this
      Agreement on the grounds that it has a right of retention
      (Zuruckbehaltungsrecht) unless the rights or claims of the relevant Party
      claiming a right of set-off (Aufrechnung) or retention (Zuruckbehaltung)
      have been acknowledged (anerkannt) in writing by the relevant other
      Party/Parties or have been confirmed by final decision of a competent
      court (Gericht) or arbitration court (Schiedsgericht).

14.10 GOVERNING LAW / ARBITRATION. This Agreement shall be governed by, and be
      construed in accordance with, the laws of the Federal Republic of Germany,
      excluding the principles of conflicts of laws and the UN Convention on the
      Sale of Goods. All disputes arising under or in connection with this
      Agreement or its validity shall be finally settled in accordance with the
      arbitration rules set forth in Section 15.

14.11 SEVERABILITY. In the event that one or more provisions of this Agreement
      shall, or shall be deemed to, be invalid or unenforceable, the validity
      and enforceability of the other provisions of this Agreement shall not be
      effected thereby. In such case, the Parties hereto agree to recognise and
      give effect to such valid and enforceable provision


                                       53

      or provisions which correspond as closely as possible to the commercial
      intent of the Parties. The same shall apply in the event that the
      Agreement contains any loopholes (Vertragslucken).

14.12 EURO. Any reference to EUR shall mean Euro, the currency of the European
      Union. For the purpose of any disclosure thresholds in the representations
      and warranties, such reference shall include the equivalent in any foreign
      currency at the exchange rate officially determined in Frankfurt am Main,
      Germany, on the Signing Date.

14.13 INTERPRETATIONS. Words such as "hereof" or "hereunder" refer (unless
      otherwise required by the context) to this Agreement as a whole and not to
      a specific provision of this Agreement. The term "including" shall mean
      "including, without limitation" and the term "in particular" shall mean
      "in particular, without limitation".

                                   SECTION 15
                             ARBITRATION PROCEEDINGS

15.1  COMPETENCE OF THE ARBITRAL TRIBUNAL. All disputes arising out of or in
      connection with the Share Purchase Agreement or its validity shall be
      finally settled in accordance with the Arbitration Rules of the German
      Institution for Arbitration e.V. ("DIS RULES") without recourse to the
      ordinary courts of law. Where this Section 15 deviates from the DIS Rules,
      this Section 15 shall prevail; where this Section 15 is silent, the DIS
      Rules apply.

15.2  PLACE AND LANGUAGE OF THE ARBITRATION. The place of arbitration is
      Zurich/Switzerland. The language of the arbitration proceedings is
      English. However, no party shall be obliged to submit translations of
      documents drafted in the German language.

15.3  APPLICABLE LAW. The arbitral tribunal ("ARBITRAL TRIBUNAL") shall apply
      the substantive law as provided in this Agreement.

15.4  COMPOSITION OF THE ARBITRAL TRIBUNAL. The Arbitral Tribunal shall consist
      of three arbitrators:

      15.4.1 if there are only two parties to the arbitration proceedings, each
             party shall nominate one arbitrator. The two arbitrators nominate a
             chairman of the Arbitral Tribunal;


                                       54

      15.4.2 several claimants shall nominate one arbitrator jointly; several
             respondents shall nominate one arbitrator jointly;

      15.4.3 if the arbitration proceedings are not brought by all Sellers or
             Purchasers against all Purchasers or Sellers, respectively, the
             claimant(s) shall notify all other Parties of the submission of the
             statement of claim by registered mail including a copy of such
             statement of claim and request that those of them who wish to join
             the arbitration proceedings declare such joining and whether they
             wish to join on the claimants' or respondents' side, by registered
             mail to the parties to the arbitration proceedings (with a copy to
             the DIS and with advance fax to all recipients) within two weeks of
             receipt. Claimant(s) and respondent(s) will not nominate
             arbitrators before the elapse of the above two week period, at the
             earliest three weeks from the dispatching of the last of such
             notifications by the claimant(s). Parties who declare their joining
             to the arbitration proceedings prior to the expiration of this
             deadline have to nominate an arbitrator jointly with the party or
             parties on whose side they join.

15.5  SUBSEQUENT JOINING. Parties who have not joined the arbitration
      proceedings within the deadline provided under Section 15.4.3 do not take
      part in the arbitration proceedings. However, they remain entitled to join
      the arbitration proceedings on the side of either claimant(s) or
      respondent(s). In case of a subsequent joining, they have to accept the
      composition of the Arbitral Tribunal and the state of the proceedings at
      the time of their joining.

15.6  REIMBURSEMENT OF ATTORNEYS' FEES. Several claimants and respondents as
      well as Parties joining the arbitration proceedings on either side shall
      appoint the same attorney to act for them in the proceedings. If several
      claimants or respondents cannot agree on joint representation by the same
      attorney, they shall - if they prevail in the arbitration - only be
      jointly entitled to reimbursement of attorneys' fees in the amount of fees
      they would have incurred in case of joint representation. A joining Party
      who appoints a different attorney shall not be entitled to reimbursement
      of attorneys' fees. This does not apply in case the attorney acting for
      the party on whose side the joining Party intends to join the arbitration
      proceedings is prevented from acting for such joining Party due to a
      conflict of interest as defined by mandatory German bar rules. In such
      case, the joining Contract Party will be entitled to full reimbursement of
      its attorneys' fees.


                                       55

15.7  PROCEDURAL ACTS OF JOINING PARTY. A Party joining the arbitration
      proceedings may bring factual submissions in support of or in defence
      against a claim and other procedural acts insofar as such declarations or
      acts do not contradict declarations or acts of the party or parties on
      whose side such Party joined.

15.8  BINDING EFFECT OF AWARD. The Arbitral Tribunal's findings of facts and
      law, that do not exclusively concern the relationship between one or
      several claimants on the one hand and one or several respondents on the
      other hand, but also establish a basis for claims in relation between
      other Parties, become binding on all Parties properly notified of the
      initiation of the arbitration proceedings regardless of their joining the
      arbitration proceedings. In subsequent disputes with other Parties, a
      Party who knew of the initiation of the arbitration proceedings is
      precluded from relying on the submission that the arbitration proceedings
      were decided erroneously or that one of the parties to the arbitration
      proceedings misconducted the proceedings. No Party shall be precluded from
      relying on grounds to vacate an award in accordance with Sec. 1059 of the
      German Code of Civil Procedure (ZPO).

15.9  LIMITATION PERIOD. The Parties agree that the initiation of in arbitration
      proceedings expiration of the Limitation Period interrupts the running of
      the Limitation Periods in relation to the relevant Purchaser Claim and
      also all other Parties regardless of whether such other Parties are
      parties to or join the arbitration proceedings. If Parties not
      participating in the arbitration proceedings but on whom the award will
      have a binding effect pursuant to Section 15.8, the limitation period is
      interrupted (gehemmt) from the initiation of the arbitration proceedings
      until four (4) months after receipt of the award by registered mail. The
      same applies if the arbitration proceedings are terminated by order of the
      arbitral tribunal or by the DIS Secretariat in accordance with Sec. 39 of
      the DIS Rules.

                                   SECTION 16
                  EXHIBITS / DISCLOSURE SCHEDULES / DEFINITIONS

16.1  EXHIBITS / DISCLOSURE SCHEDULES

Exhibit A                    Corporate Chart
Exhibit 2.5                  Seller 1 Debt Guarantees
Exhibit 2.6                  Back-up Guarantee for Released Guarantees
Exhibit 3.3                  Consent for Transfer of Shareholder Loans
Exhibit 4.4                  Purchase Price Allocation
Exhibit 4.10                 Escrow Agreement


                                       56

Exhibit 5.4.6                Seller 1 Debt Guarantees Release Letters
Exhibit 5.4.7                Assignment of Demedis Shares
Exhibit 5.4.8                Transfer of Shareholder Loans
Exhibit 5.4.13               Completion of Closing Actions
Exhibit 6.1                  Disclosure Letter
Schedule 6.1.2               Ownership of Shares
Schedule 6.1.3               Articles of Association and By-laws
Schedule 6.1.4               Supervisory and Advisory Boards
Schedule 6.1.6               Affiliates/Enterprise Agreements
Schedule 6.1.8               Intellectual Property Rights
Schedule 6.1.9               Insurances
Schedule 6.1.10              Material Assets
Schedule 6.1.11              Material Agreements
Schedule 6.1.12              Governmental Approvals, Licences and Permits
Schedule 6.1.13              Litigation
Schedule 6.1.14              Shop Agreements
Schedule 6.1.15              Labor Strikes and Violation of Laws
Schedule 6.1.16              Tax Matters
Schedule 6.1.17              Financial Statements 2002 and 2003
Schedule 6.1.18              Material Adverse Changes
Schedule 6.1.19              Dealings with Sirona Group
Schedule 6.1.20              Product Liability
Schedule 6.1.21              Environmental Liabilities
Schedule 6.1.22              Compliance with Laws
Schedule 6.1.23              Employees
Schedule 6.1.24              Real Estate
Exhibit 8.3.5 (i)            Purchaser's Knowledge
Exhibit 8.3.5 (ii)           Data Room Index
Exhibit 8.3.5 (iii)          Written answers to Information Requests
Exhibit 10                   Exceptions to Sellers' Covenant
Exhibit 11                   Sellers' Indemnity
Exhibit 12.6                 Non-competition / Non-solicitation Agreement
Exhibit 14.10                Arbitration Agreement

16.2  DEFINITIONS

The capitalized terms used in this agreement are defined in the following
Sections and clauses:

Agreement                                      Preamble B


                                       57

Affiliates                                     Section 6.1.6
Appointee                                      Section 13.3
Arbitral Tribunal                              Section 15.3
Arge                                           Section 1.3.1 (iii)
Asset Deal                                     Section 5.9
Assumed Bank Debt                              Section 2.4
Austrodent                                     Section 1.2.2
Austrodent Lender                              Section 2.2.3
Austrodent Lender's Account                    Section 5.4.5
Austrodent Share                               Section 1.2.2
Austrodent Working Capital Facility            Section 2.2.3
Austrodent Working Capital Facility
  Agreement I                                  Section 2.2.3
Austrodent Working Capital Facility Amount     Section 2.2.3
Austrodent Working Capital Repayment Amount    Section 2.2.3
Bank Debt                                      Section 2.2.3
Basket                                         Section 9.3
Business Days                                  Section 14.6
Closing                                        Section 5.4
Closing Actions                                Section 5.4
Closing Condition                              Section 5.2
Closing Date                                   Section 5.1.3
Companies                                      Section 1.3
Company                                        Section 1.3
DDD                                            Section 1.2.1
DDD Lender                                     Section 2.2.2
DDD Lender's Account                           Section 5.4.4
DDD Shares                                     Section 1.2.1
DDD Working Capital Facility                   Section 2.2.2
DDD Working Capital Facility Agreement I       Section 2.2.2
DDD Working Capital Facility Amount            Section 2.2.2
DDD Working Capital Repayment Amount           Section 2.3.2
De Minimis Amount                              Section 9.3
Debt Assumption Request                        Section 2.4


                                       58

Demedis                                        Preamble C
Demedis Group                                  Preamble C
Demedis Dental Business                        Preamble A
Demedis Group                                  Preamble A
Demedis NV                                     Section 1.3.5 (ii)
Demedis Shares                                 Section 1
De Minimis Amount                              Section 9.3
Dental Associations                            Section 1.3.1
Dentaldepot                                    Section 1.3.1 (iv)
DES GmbH                                       Section 1.3.1 (ii)
Direct Shares                                  Section 1.2.3
Direct Subsidiaries                            Section 1.2.3
Direct Subsidiary                              Section 1.2.3
DIS Rules                                      Section 15.1
Double BV                                      Section 1.3.5 (i)
Down Payment                                   Section 4.3 a
Down Payment Date                              Section 4.3 a
Economic Transfer Date                         Section 5.1.1
EDH                                            Preamble C
EDH Agreement                                  Preamble C
EDH Group                                      Preamble C
Environmental Examination                      Section 6.1.21 (a)
Environmental Laws                             Section 6.1.21 (i)
Escrow Account                                 Section 5.4.2
Escrow Agent                                   Section 4.6
Escrow Agreement                               Section 4.10
Financial Statements 2002 and Financial
  Statements 2003                              Section 6.1.17
Golth GmbH                                     Section 1.3.2 (ii)
Group Companies                                Section 1.3
Group Company                                  Section 1.3
Guarantee Confirmation                         Section 5.4.12
Henry Schein                                   Preamble
Holdback Escrow Amount                         Section 4.2
Indirect Shares                                Section 1.3
Indirect Subsidiaries                          Section 1.3
Intellectual Property Rights                   Section 6.1.8
IT                                             Section 6.1.8
Laws and Orders                                Section 6.1.22
Liability Cap                                  Section 9.4


                                       59

Loan Purchaser                                 Preamble
MAC                                            Section 5.5.3
MAC Withdrawal                                 Section 5.5.2 (i)
Material Adverse Effect                        Section 6.1 (vii)
Material Agreements                            Section 6.1.11
Material Assets                                Section 6.1.10
Material Permits                               Section 6.1.12
Muller GmbH                                    Section 1.3.2 (i)
NDO BV                                         Section 1.3.3
NDO Leeflang                                   Section 1.3.4
Net Equity                                     Section 5.5.3
Non-competition/Non-solicitation Agreement     Section 12.6
Non-Mac Withdrawal                             Section 5.5.2 (ii)
Parties                                        Preamble
Party                                          Preamble
Payment Amount                                 Section 4.2
Payment Guarantee                              Section 4.12
Pro Rata Escrow Amount                         Section 8.9
Purchase Price                                 Section 4.1
Purchase Price Interest                        Section 4.3
Purchaser                                      Preamble
Purchasers                                     Preamble
Purchaser Claim                                Section 8.2
Reference Date                                 Section 5.1.4
Released Guarantees                            Section 2.6
Repaid Shareholder Loan                        Section 2.1.2
Repaid Shareholder Loan Repayment Amount       Section 2.3.4
SBV                                            Section 12.9
SDS                                            Section 1.2.3
SDS Senior Facility                            Section 2.2.1
SDS Senior Facility Agreement                  Section 2.2.1
SDS Senior Facility Amount                     Section 2.2.1
SDS Senior Facility Repayment Amount           Section 2.3.1
SDS Senior Lender                              Section 2.2.1
SDS Senior Lenders' Account                    Section 5.4.3
SDS Shares                                     Section 1.2.3
Seller                                         Preamble 3.


                                       60

Seller 1 Debt Guarantees                       Section 2.5
Sellers                                        Preamble 3.
Sellers' Account                               Section 4.7
Sellers' Knowledge                             Section 6.1 (vi)
Sellers' Knowledge Individuals                 Section 6.1. (vi)
Share Deal                                     Section 5.9
Share Purchaser                                Preamble
Shareholder Loan Agreement                     Section 2.1
Shareholder Loan                               Section 2.1.1
Shares                                         Section 1.3
Signing Date                                   Section 5.1.2
Sirona Group                                   Section 12.9
Sirona Group Company                           Section 12.9
Sold Assets                                    Section 3.1
Stay Bonus Arrangements                        Section 10.3
Stichting Bonus Fonds NDO Leeflang             Section 1.4
Sustainable Annual Operating Profits           Section 5.5.3
Taxes                                          Section 6.1.16 (i)
Third Party Claim                              Section 8.4
Tax Returns                                    Section 8.3.8 (ii)
Time Limitations                               Section 9.1
Transaction                                    Section 5.2
VBR                                            Section 1.3.1 (i)
Withdrawal Notice                              Section 5.6

                                                                     EXHIBIT 2.2

                     [FRESHFIELDS BRUCKHAUS DERINGER LOGO]

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

                           SALE AND PURCHASE AGREEMENT

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

                                  regarding the

                            sale and purchase of the

                               EDH Dental Business

                                    Execution Version EDH SPA - 23 December 2003


                                       2

                                 by and between

1.    all shareholders of Euro Dental Holding GmbH:

1.1   Permira Europe I LP1, with business address at Trafalgar Court, Les
      Banques, St Peter Port, Guernsey, GY1 3DA

                                                              - "EDH SELLER 1" -

1.2   Permira Europe I LP1B, with business address at Trafalgar Court, Les
      Banques, St Peter Port, Guernsey, GY1 3DA

                                                              - "EDH SELLER 2" -

1.3   Permira Europe I LP2, with business address at Trafalgar Court, Les
      Banques, St Peter Port, Guernsey, GY1 3DA

                                                              - "EDH SELLER 3" -

1.4   Permira Europe I LP3, with business address at Trafalgar Court, Les
      Banques, St Peter Port, Guernsey, GY1 3DA

                                                              - "EDH SELLER 4" -

1.5   Permira Europe I LP3B, with business address at Trafalgar Court, Les
      Banques, St Peter Port, Guernsey, GY1 3DA

                                                              - "EDH SELLER 5" -

1.6   Permira Europe I LP4, with business address at Trafalgar Court, Les
      Banques, St Peter Port, Guernsey, GY1 3DA; Company No.: 13799

                                                              - "EDH SELLER 6" -

1.7   Permira Europe I LP4B, with business address at Trafalgar Court, Les
      Banques, St Peter Port, Guernsey, GY1 3DA

                                                              - "EDH SELLER 7" -


                                       3

1.8   Permira Europe I LP5, with business address at Trafalgar Court, Les
      Banques, St Peter Port, Guernsey, GY1 3DA

                                                              - "EDH SELLER 8" -

1.9   Permira Europe I LP5B, with business address at Trafalgar Court, Les
      Banques, St Peter Port, Guernsey, GY1 3DA

                                                              - "EDH SELLER 9" -

1.10  Permira Europe I LP6, with business address at Trafalgar Court, Les
      Banques, St Peter Port, Guernsey, GY1 3DA

                                                             - "EDH SELLER 10" -

1.11  Permira Europe I PGGMLP, with business address at Trafalgar Court, Les
      Banques, St Peter Port, Guernsey, GY1 3DA

                                                             - "EDH SELLER 11" -

1.12  Permira Europe I Co Invest Scheme, with business address at Trafalgar
      Court, Les Banques, St Peter Port, Guernsey, GY1 3DA

                                                             - "EDH SELLER 12" -

1.13  Range Park - Servicos de Consultoria Commercial Sociedade Unipessoal,
      S.A., with business address at Trafalgar Court, Les Banques, St Peter
      Port, Guernsey, GY1 3DA

                                                             - "EDH SELLER 13" -

1.14  Schroder UK Venture Fund IV Trust, with business address at Trafalgar
      Court, Les Banques, St Peter Port, Guernsey, GY1 3DA

                                                             - "EDH SELLER 14" -

1.15  Schroder UK Venture Fund IV LP1, with business address at Trafalgar Court,
      Les Banques, St Peter Port, Guernsey, GY1 3DA

                                                             - "EDH SELLER 15" -

1.16  Schroder UK Venture Fund IV LP2, with business address at Trafalgar Court,
      Les Banques, St Peter Port, Guernsey, GY1 3DA

                                                             - "EDH SELLER 16" -

1.17  Schroder UK Venture Fund IV Co Investment Scheme, with business address at
      Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3DA

                                                             - "EDH SELLER 17" -


                                       4

1.18  Schroder Ventures International Life Sciences Fund LP1, with business
      address at 875 Third Avenue, 22nd Floor, New York, New York 10022-6225,
      USA

                                                             - "EDH SELLER 18" -

1.19  Schroder Ventures International Life Sciences Fund LP2, with business
      address at 875 Third Avenue, 22nd Floor, New York, New York 10022-6225,
      USA

                                                               - "EDH SELLER 19"

1.20  Schroder Ventures International Life Sciences Fund Trust, with business
      address at 22 Church Street, Hamilton HM 11, Bermuda

                                                             - "EDH SELLER 20" -

1.21  Schroder Ventures International Life Sciences Fund Co Invest Scheme, with
      business address at 22 Church Street, Hamilton HM 11, Bermuda

                                                             - "EDH SELLER 21" -

1.22  Metropolitan Life Insurance Company, with business address at 10 Park
      Avenue, P.O. Box 1902 Morristown NJ 07962-1902, USA

                                                             - "EDH SELLER 22" -

1.23  Franz Scherer, with address at Kamillenweg 2, 50858 Koln, Germany

                                                             - "EDH SELLER 23" -

1.24  Gabriele Mauser, Stephanie Mauser, Philippe Mauser as joint heirs of
      Ulrich Mauser, each, with address at Merianstra(beta)E 7, 69469 Weinheim,
      Germany

                                                            - "EDH SELLERS 24" -

1.25  Paul Macdonald, with address at Robert-Schmitt-Stra(beta)e 4, 45884
      Gelsenkirchen, Germany

                                                             - "EDH SELLER 25" -

1.26  Theo Haar, with address at Am Langenmarkstein 32 c, 64686 Lautertal,
      Germany

                                                             - "EDH SELLER 26" -

1.27  Michael Geil, with address at Nu(beta)allee 25, 64625 Bensheim, Germany

                                                             - "EDH SELLER 27" -

                                        5

1.28  Uwe Meyer, with address at Darmstadter Stra(beta)e 221, 64625 Bensheim,
      Germany

                                                             - "EDH SELLER 28" -

1.29  Franz Stuber, with address at Werrastra(beta)e 24, 64625 Bensheim, Germany

                                                             - "EDH SELLER 29" -

1.30  Jan Siefert, with address at Bibliserstra(beta)e 1, 64683 Einhausen,
      Germany

                                                             - "EDH SELLER 30" -

1.31  Gerhard Loewen, with address at Im Bollerts 16, 64646 Heppenheim, Germany

                                                             - "EDH SELLER 31" -

1.32  Christoph Gusenleitner, with address at Josef-Keilberth-Stra(beta)e 1,
      82031 Grunwald, Germany

                                                             - "EDH SELLER 32" -

1.33  Regina Kuhnert, with address at Goethestra(beta)e 14, 01454 Radeberg,
      Germany

                                                             - "EDH SELLER 33" -

1.34  Ingeborg Klaus, with address at Muhltalstra(beta)e 9, 64625 Bensheim,
      Germany

                                                             - "EDH SELLER 34" -

1.35  Dr. Joachim Pfeiffer, with address at Jakobsweg 21, 64625 Bensheim,
      Germany

                                                             - "EDH SELLER 35" -

1.36  Walter Petersohn, with address at Auf der Au 17, 64625 Bensheim, Germany

                                                             - "EDH SELLER 36" -

1.37  Peter Jung, with address at Grunerstrasse 13, 40239 Dusseldorf, Germany

                                                             - "EDH SELLER 37" -


                                       6

1.38  Simone Blank, with address at Ernst-Ludwig-Promenade 15, 64625 Bensheim,
      Germany

                                                             - "EDH SELLER 38" -

1.39  Tilo Ploger, with address at Albert-Schweizer-Ring 2, 82256
      Furstenfeldbruck, Germany

                                                             - "EDH SELLER 39" -

1.40  Norbert Orth, with address at An den Tannen 23, 64546 Morfelden-Walldorf,
      Germany

                                                             - "EDH SELLER 40" -

1.41  Wolfgang Ni(beta)ing, with address at Dorkesdyck 20, 47661 Issum, Germany

                                                             - "EDH SELLER 41" -

1.42  Rainer Tonies, with address at Vogelsbergstra(beta)e 4, 63571 Gelnhausen,
      Germany

                                                             - "EDH SELLER 42" -

1.43  Reinhold Kuhn, with address at Am Obertor 9, 63654 Budingen, Germany

                                                             - "EDH SELLER 43" -

1.44  VILAO - Trading E Marketing LDA, with business address at Rua dos Murcas
      88, 9000-058 Funchal, Madeira

                                                             - "EDH SELLER 44" -

      - EDH Seller in items 1.1 through 1.44 are collectively referred to as
      "EDH SELLERS" -

2.    Schroder Associati s.r.l., with business address at Corso Europa, 12,
      20122 Milan, Italy

                                                              - "KRUGG SELLER" -

- - on the one side -



                                       7

3.    Blitz HH 02-650 GmbH, with business address at Am Neumarkt 34, 22041
      Hamburg, Germany

                                                             - "EDH PURCHASER" -

4.    Henry Schein (Hager) GmbH, with business address at Am Neumarkt 34, 22041
      Hamburg, Germany,

                                                           - "KRUGG PURCHASER" -

5.    Henry Schein Europe Inc., with business address at 135 Duryea Road,
      Melville, New York 11747, USA,

                                                            - "LOAN PURCHASER" -

6.    Henry Schein, Inc., with business address at 135 Duryea Road, Melville,
      New York 11747, USA

                                                              - "HENRY SCHEIN" -

- - on the other side -

        - EDH Sellers and Krugg Seller are collectively referred to as "SELLERS"
           and individually as "SELLER", ; EDH Purchaser and Krugg Purchaser are
       collectively referred to as "SHARE PURCHASERS" and individually as "SHARE
       PURCHASER", Share Purchasers and Loan Purchaser are collectively referred
        to as "PURCHASERS" and individually as "PURCHASER"; EDH Purchaser, Krugg
            Purchaser, Loan Purchaser, Henry Schein and Sellers are individually
                        referred to as a "PARTY" and collectively as "PARTIES" -


                                       8

                                TABLE OF CONTENTS



CLAUSE                                                                                                   PAGE
                                                                                                      
PREAMBLE..............................................................................................     9
     Section 1 Corporate Structure....................................................................    10
     Section 2 Financial Debt.........................................................................    13
     Section 3 Sale and Purchase of Shares and Shareholder Loans......................................    18
     Section 4 Purchase Price.........................................................................    18
     Section 5 Economic Transfer Date / Signing Date / Closing Date / Closing.........................    21
     Section 6 Sellers' Guarantees....................................................................    30
     Section 7 Purchaser's Guarantees.................................................................    42
     Section 8 Remedies...............................................................................    43
     Section 9 Expiration of Claims / Limitation of Claims............................................    50
     Section 10 Sellers' Covenant.....................................................................    51
     Section 11 Indemnity.............................................................................    52
     Section 12 Restriction of Announcement / Cooperation / Confidentiality / Non-competition
     and Non-solicitation.............................................................................    52
     Section 13 Notices / Exercise of Rights..........................................................    54
     Section 14 Miscellaneous.........................................................................    55
     Section 15 Exhibits / Disclosure Schedules / Definitions.........................................    60



                                       9

PREAMBLE

(A)   EDH Sellers are the sole shareholders of Euro Dental Holding GmbH, a
      limited liability company organised under German law, registered in the
      Commercial Register maintained at the Lower Court of Offenbach am Main
      under registration number HRB 34839 and having its legal domicile in
      Langen/Hessen, Germany ("EDH"), which through its direct and indirect
      subsidiaries ("EDH GROUP"), is engaged in the trading and distribution of
      dental products in Germany and Italy ("EDH DENTAL BUSINESS").

      EDH and the Krugg Seller are the sole shareholders of Krugg S.p.A., a
      company of the EDH Group, holding 99 % and 1 % of the stated capital,
      respectively.

      A corporate chart of the EDH Group is attached as Exhibit A.

(B)   Sellers are interested to sell and transfer all of their shares in EDH
      and, in case of the Krugg Sellers, in Krugg S.p.A. as well as all
      shareholder loans granted to EDH to Purchasers and Purchasers are
      interested to acquire such shares and shareholder loans from Sellers upon
      the terms and conditions of this sale and purchase agreement including its
      exhibits and schedules ("AGREEMENT").

(C)   In addition to acquiring the shares in EDH and in Krugg S.p.A., EDH
      Purchaser, Loan Purchaser and Henry Schein will enter into a sale and
      purchase agreement ("DEMEDIS AGREEMENT") to acquire all shares in demedis
      GmbH a limited liability company organised under German law, registered in
      the Commercial Register maintained at the Lower Court of Offenbach am Main
      under registration number HRB 34827 and having its legal domicile in
      Langen/Hessen, Germany ("DEMEDIS"), which through its direct and indirect
      subsidiaries is engaged in the trading and distribution of dental products
      in Germany, The Netherlands, Belgium, Luxembourg and Austria ("DEMEDIS
      GROUP").


                                       10

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

                                    SECTION 1
                               CORPORATE STRUCTURE

1.1   EDH SHARES. EDH Sellers hold the following shares in the following nominal
      amounts in EDH ("EDH SHARES"):



                                                                   NOMINAL AMOUNT OF SHARE IN EURO (EACH
SHAREHOLDER                                                          SHAREHOLDER ONLY HOLDS ONE SHARE)
- --------------------------------------------------------------------------------------------------------
                                                                
Permira Europe I LP1                                                               85,050
Permira Europe I LP1B                                                              51,150
Permira Europe I LP2                                                               57,550
Permira Europe I LP3                                                               55,100
Permira Europe I LP3B                                                              55,100
Permira Europe I LP4                                                               40,800
Permira Europe I LP4B                                                              82,600
Permira Europe I LP5                                                               64,850
Permira Europe I LP5B                                                              78,850
Permira Europe I LP6                                                               50,050
Permira Europe I PGGMLP                                                            78,850
Permira Europe I Co Invest Scheme                                                   2,850
Range Park - Servicos de Consultoria Commercial
Sociedade Unipessoal, S.A                                                          42,000
Schroder UK Venture Fund IV Trust                                                  17,850
Schroder UK Venture Fund IV LP1                                                    18,800
Schroder UK Venture Fund IV LP2                                                     8,100
Schroder UK Venture Fund IV Co Invest Scheme                                          400
Schroder Ventures International Life Sciences Fund LP1                             22,250
Schroder Ventures International Life Sciences Fund LP2                              4,900
Schroder Ventures International Life Sciences Fund Trust                            7,900
Schroder Ventures International Life Science Co Invest Scheme                         200



                                       11

                                                                               
Metropolitan Life Insurance Company                                                56,150
Franz Scherer                                                                       5,000
Gabriele Mauser, Philippe Mauser, Stephanie Mauser
as joint heirs of Ulrich Mauser who deceased in
September 2003                                                                      5,000
Paul Macdonald                                                                     10,000
Theo Haar                                                                             500
Michael Geil                                                                          600
Uwe Meyer                                                                             300
Franz Stuber                                                                          500
Jan Siefert                                                                           500
Gerhard Loewen                                                                        500
Christoph Gusenleitner                                                                300
Regina Kuhnert                                                                        100
Ingeborg Klaus                                                                        300
Dr. Joachim Pfeiffer                                                                  200
Walter Petersohn                                                                      100
Peter Jung                                                                          9,950
Simone Blank                                                                        1,100
Tilo Ploger                                                                         2,000
Norbert Orth                                                                        3,000
Wolfgang Ni(beta)ing                                                                1,000
Rainer Tonies                                                                       5,000
Reinhold Kuhn                                                                       5,000
VILAO - Trading E Marketing LDA                                                    67,700


1.2   KRUGG SELLER SHARES. Krugg Seller holds 300,000 shares in the nominal
      amounts of EUR 0.52 each (which together represent 1 % of the total
      registered share capital in the nominal amount of EUR 15,600,000) in Krugg
      S.p.A. ("KRUGG SELLER SHARES"), a limited liability company organised
      under Italian law, registered in the Commercial Register maintained in
      Milan under registration number 13088630150 and having its legal domicile
      in Milan, Italy ("KRUGG").

1.3   DIRECT SUBSIDIARIES. EDH holds shares in the following companies:

      1.3.1 one share in the nominal amount of EUR 1,000,000 (which represents
            100 % of the total registered share capital) in DentalMV GmbH
            (formerly M + W Dental Beteiligungsgesellschaft mbH) ("DENTALMV
            SHARE"), a limited liability company organised under German law,
            registered in the Commercial Register maintained at the Lower Court
            of Friedberg/Hessen under registration number HRB 3753 and having
            its legal domicile in


                                       12

            Budingen, Germany ("DENTALMV");

      1.3.2 29,700,000 shares in the nominal amount of EUR 0.52 each (which
            together represent 99 % of the total registered share capital in the
            amount of EUR 15,600,000) in Krugg; and

      1.3.3 one share in the nominal amount of EUR 25,000 (which represents 100
            % of the total registered share capital) in DentraNet GmbH
            ("DENTRANET SHARE"), a limited liability company organised under
            German law, registered in the Commercial Register maintained at the
            Lower Court of Munich under registration number HRB 138230 and
            having its legal domicile in Munich, Germany ("DENTRANET").

            (DentalMV, Krugg and DentraNet are hereinafter collectively referred
            to as the "DIRECT SUBSIDIARIES".)

1.4   INDIRECT SUBSIDIARIES. The Direct Subsidiaries and their respective direct
      or indirect subsidiaries hold shares and partnership interests in the
      following companies and partnerships:

      1.4.1 DentalMV holds shares and partnership interests in the following
            com-panies and partnerships:

            (i)   one share in the nominal amount of EUR 25,000 (which
                  represents 100 % of the total registered share capital) in M +
                  W Dental Verwaltungsgesellschaft mbH, a limited liability
                  company organised under German law, registered in the
                  Commercial Register maintained at the Lower Court of
                  Friedberg/Hessen under registration number HRB 3756 and having
                  its legal domicile in Budingen, Germany ("M + W VERWALTUNG");

            (ii)  one limited partnership interest (Kommanditanteil) in the
                  amount of DM 299,500 (which represents 99,833 % of the total
                  registered liability capital (eingetragenes Haftkapital) in M
                  + W Dental Muller & Weygandt GmbH & Co. KG, a limited
                  partnership organised under German law, registered in the
                  Commercial Register maintained at the Lower Court of
                  Friedberg/Hessen under registration number HRA 2186 and having
                  its legal domicile in Budingen, Germany ("M + W KG");


                                       13

            1.4.2 M + W Verwaltung holds one capital interest (Kapitalanteil) as
                  general partner (Komplementar) in the nominal amount of DM 500
                  (which represents 0,167 % of the total registered liability
                  capital (eingetragenes Haftkapital)) in M + W KG.

      (M + W Verwaltung and M + W KG are hereinafter collectively referred to as
      the "INDIRECT SUBSIDIARIES"; EDH, the Direct Subsidiaries and the Indirect
      Subsidiaries are collectively referred to as the "COMPANIES" and,
      individually, as "COMPANY"; the shares and partnership interests directly
      or indirectly held by the Direct Subsidiaries and the Indirect
      Subsidiaries in the Direct and Indirect Subsidiaries are hereinafter
      collectively referred to as the "INDIRECT SHARES"; the EDH Shares, the
      Krugg Seller Shares and Indirect Shares are collectively referred to as
      the "SHARES".)

                                   SECTION 2
                                 FINANCIAL DEBT

2.1   SHAREHOLDER LOANS. The following EDH Sellers have granted to EDH the
      following shareholder loans with the outstanding principal amounts stated
      below and accruing interest at a variable interest rate of EURIBOR plus 2
      %:



                                                                                   PRINCIPAL AMOUNT outstanding
                                                                                    in Euro (including accrued
                                              PRINCIPAL AMOUNT outstanding in      and unpaid interest as of the
LENDER                                        Euro (without accrued interest)        Economic Transfer Date)
- ----------------------------------------------------------------------------------------------------------------
                                                                             
Permira Europe I LP1                                    2,424,586.08                       2,885,028.06
Permira Europe I LP1B                                   1,458,123.03                       1,735,028.46
Permira Europe I LP2                                    1,640,739.60                       1,952,324.90
Permira Europe I LP3                                    1,570,502.46                       1,868,749.35
Permira Europe I LP3B                                   1,570,502.46                       1,868,749.35
Permira Europe I LP4                                    1,163,127.04                       1,384,011.14
Permira Europe I LP4B                                   2,354,348.94                       2,801,452.51
Permira Europe I LP5                                    1,848,641.53                       2,199,708.53
Permira Europe I LP5B                                   2,247,588.49                       2,674,417.67
Permira Europe I LP6                                    1,427,218.69                       1,698,255.22
Permira Europe I PGGMLP                                 2,247,588.49                       2,674,417,67
Permira Europe Co Invest Scheme                            81,475.08                          96,947.64



                                       14

                                                                                    
Range Park - Servicos de                                1,196,840.87                       1,424,127.41
Consultoria Commercial Sociedade
Unipessoal, S.A
Schroder UK Venture Fund IV Trust                         508,516.90                         605,087.00
Schroder UK Venture Fund IV LP1                           536,611.75                         638,517.22
Schroder UK Venture Fund IV LP2                           230,377.81                         274,127,80
Schroder UK Venture Fund IV Co                             11,237.94                          13,372.09
Invest Scheme
Schroder Ventures International                           634,943.75                         755,522.99
Life Sciences Fund LP1
Schroder Ventures International                           140,474.27                         167,151.09
Life Sciences Fund LP2
Schroder Ventures International                           224,758.85                         267,441.77
Life Sciences Fund Trust
Schroder Ventures International                             5,618.97                           6,686.04
Life Sc. Co Invest Scheme
Metropolitan Life Insurance Company                     1,601,406.80                       1,905,522.59
VILAO                                                   1,930,116.58                       2,296,656.13
- -Trading E Marketing LDA
Aggregate amounts                                      27,055,346.39                      32,193,302.63


      (The above shareholder loans are hereinafter collectively referred to as
      "SHAREHOLDER LOANS"; the shareholders who have granted the Shareholder
      Loans are hereinafter collectively referred to as "SHAREHOLDER LENDERS";
      the loan agreements on the basis of which the Shareholder Loans have been
      granted (as amended) are hereinafter collectively referred to as
      "SHAREHOLDER LOAN AGREEMENTS".) The Shareholder Loans have been fully paid
      out.

2.2   BANK DEBT


                                       15

      2.2.1 EDH SENIOR FACILITY. Under a certain senior facility and working
            capital facility agreement dated 20 December 1999 (as amended) ("EDH
            SENIOR FACILITY AGREEMENT") EDH and DentalMV have been granted a
            senior loan facility at varying interest rates ("EDH SENIOR
            FACILITY") by Bayerische Hypo- und Vereinsbank AG and The Royal Bank
            of Scotland ("EDH SENIOR LENDERS"). In order to secure the claims of
            the EDH Senior Lenders under the EDH Senior Facility Agreement,
            certain security has been granted to the EDH Senior Lenders. As of
            the Economic Transfer Date (as defined in Section 5.1.3) the
            principal plus accrued and unpaid interest outstanding under the EDH
            Senior Facility amounted to EUR 17,383,923.96 (in words: Euro
            seventeen million three hundred eighty three thousand nine hundred
            twenty three and ninety six cents) ("EDH SENIOR FACILITY AMOUNT").

      2.2.2 MEZZANINE FACILITY I. Under a certain mezzanine loan agreement dated
            20 December 1999 (as amended) ("MEZZANINE LOAN AGREEMENT I")
            DentalMV has been granted a mezzanine loan facility at varying
            interest rates ("MEZZANINE FACILITY I") by Pricoa Private Capital
            Partners, C., L.P., which has subsequently been taken over by The
            Royal Bank of Scotland as lender ("MEZZANINE LENDER I"). In order to
            secure the claims of the Mezzanine Lender I under the Mezzanine Loan
            Agreement I, certain security has been granted to the Mezzanine
            Lender I. As of the Economic Transfer Date the principal plus
            accrued and unpaid interest outstanding under the Mezzanine Facility
            I amounted to EUR 21,075,491.14 (in words: twenty one million
            seventy five thousand four hundred ninety one and fourteen cents)
            ("MEZZANINE FACILITY AMOUNT I").

      2.2.3 MEZZANINE FACILITY II. Under a certain mezzanine loan agreement
            dated 17 May 2000 (as amended) ("MEZZANINE LOAN AGREEMENT II")
            DentalMV has been granted a mezzanine loan facility at varying
            interest rates ("MEZZANINE FACILITY II") by Pricoa Private Capital
            Partners, C., L.P. ("MEZZANINE LENDER II") which has been assumed by
            EDH as new borrower under an amendment agreement dated 14 November
            2000. In order to secure the claims of the Mezzanine Lender II under
            the Mezzanine Loan Agreement II, certain security has been granted
            to the Mezzanine Lender II. As of the Economic Transfer Date the
            principal plus accrued and unpaid interest outstanding under the
            Mezzanine Facility II amounted to EUR 4,691,838.97 (in words: four
            million six hundred thousand ninety one eight hundred thirty eight
            and ninety seven cents) ("MEZZANINE FACILITY AMOUNT II").

      2.2.4 MEZZANINE FACILITY III. Under a certain mezzanine loan agreement
            dated 9 October 2000 ("MEZZANINE LOAN AGREEMENT III") EDH has been
            granted mezzanine loan facility at varying interest rates
            ("MEZZANINE FACILITY III") by


                                       16

            Mezzanine Lender II. As of the Economic Transfer Date the principal
            plus accrued and unpaid interest outstanding under the Mezzanine
            Facility III amounted to EUR 286,346.23 (in words: two hundred
            eighty six thousand three hundred forty six and twenty three cents)
            ("MEZZANINE FACILITY AMOUNT III").

      2.2.5 KRUGG FACILITIES. Under a certain senior facility agreement dated 20
            December 2001 (as amended), a certain working capital facility
            agreement dated 24 May 2001 (as amended) and certain other working
            capital facilities ("KRUGG FACILITY AGREEMENTS") Krugg has been
            granted a senior loan facility and certain working capital
            facilities at varying interest rates ("KRUGG FACILITIES") by Banca
            IntesaBci MedioCredito S.p.A. and other banks ("KRUGG Lenders"). In
            order to secure the claims of the Krugg Lenders under the Krugg
            Facility Agreements, certain security has been granted to the Krugg
            Lenders. As of the Economic Transfer Date the principal plus accrued
            and unpaid interest outstanding under the Krugg Facilities amounted
            to EUR 22,934,707.45 (in words: Euro twenty two million nine hundred
            thirty four thousand seven hundred seven and forty five cents)
            ("KRUGG FACILITY AMOUNT").

      (The EDH Senior Facility, the Mezzanine Facility I, the Mezzanine Facility
      II, the Mezzanine Facility III and the Krugg Facilities are hereinafter
      collectively referred to as "BANK DEBT".)

2.3   REPAYMENT OF BANK DEBT. The Parties agree that the Bank Debt shall be
      repaid by EDH Purchaser as set out below.

      Except as modified by Section 2.4, on the Closing Date (as defined in
      Section 5.1.3) EDH Purchaser shall:

      2.3.1 pay the outstanding principal plus accrued and unpaid interest as
            well as any prepayment and all other charges in respect of the EDH
            Senior Facility as of the Closing Date ("EDH SENIOR FACILITY
            REPAYMENT AMOUNT") in discharge of all payment obligations under the
            EDH Senior Facility as set forth in Section 5.4.3;

      2.3.2 pay the outstanding principal plus accrued and unpaid interest as
            well as any prepayment and all other charges in respect of the
            Mezzanine Facility I as of the Closing Date ("MEZZANINE FACILITY I
            REPAYMENT AMOUNT") in discharge of all payment obligations under the
            Mezzanine Facility I as set forth in Section 5.4.4;


                                       17

      2.3.3 pay the outstanding principal plus accrued and unpaid interest as
            well as any prepayment and all other charges in respect of the
            Mezzanine Facility II as of the Closing Date ("MEZZANINE FACILITY II
            REPAYMENT AMOUNT") in discharge of all payment obligations under the
            Mezzanine Facility II as set forth in Section 5.4.5;

      2.3.4 pay the outstanding principal plus accrued and unpaid interest as
            well as prepayment and all other charges in respect of the Mezzanine
            Facility III as of the Closing Date ("MEZZANINE FACILITY III
            REPAYMENT AMOUNT") in discharge of all payment obligations under the
            Mezzanine Facility III as set forth in Section 5.4.6;

      2.3.5 pay the outstanding principal plus accrued and unpaid interest as
            well as prepayment and all other charges in respect of the Krugg
            Facilities as of the Closing Date ("KRUGG FACILITIES REPAYMENT
            AMOUNT") in discharge of all payment obligations under the Krugg
            Facilities as set forth in Section 5.4.7.

      Without undue delay following the satisfaction of the Closing Condition
      (as defined in Section 5.2), but in any event not later than three (3)
      Business Days thereafter, Sellers shall notify EDH Purchaser in writing of
      the EDH Senior Facility Repayment Amount, the Mezzanine Facility I
      Repayment Amount, the Mezzanine Facility II Repayment Amount, the
      Mezzanine Facility III Repayment Amount and the Krugg Facility Repayment
      Amount.

2.4   ASSUMPTION OF BANK DEBT. Instead of repaying the entire Bank Debt on the
      Closing Date, EDH Purchaser or Sellers in respect of the Krugg Facilities
      may also request from the respective other Party in writing that the
      relevant Bank Debt which does not need to be repaid on the Closing Date
      due to the exercise of a change-of-control right or other agreement
      between the relevant lenders and borrowers stays within the EDH Group
      ("DEBT ASSUMPTION REQUEST", such part of the Bank Debt that will not be
      repaid "ASSUMED BANK DEBT"). The Debt Assumption Request can only be
      issued before the relevant Companies have agreed with the relevant lenders
      to repay the relevant Bank Debt on the Closing Date or are required to
      repay the relevant Bank Debt on the Closing Date for any other reason and
      in no event later than five (5) Business Days (as defined in Section 14.6)
      prior to the Closing Date. A Debt Assumption Request issued by EDH
      Purchaser shall include a confirmation by the relevant lender(s) of the
      Assumed Bank Debt that it/they agree that the Assumed Bank Debt stays
      within the relevant Company. In case a valid Debt Assumption Request has
      been issued, EDH Purchaser will not be required to repay the Assumed Bank
      Debt as set forth in the relevant Sections 5.4.3 to 5.4.7 on the Closing
      Date and Sellers will not need to deliver the relevant release and
      discharge of debt or other confirmations in relation to the Assumed Bank
      Debt as set forth in the relevant Sections 5.4.12 to 5.4.16.


                                       18

                                    SECTION 3
                SALE AND PURCHASE OF SHARES AND SHAREHOLDER LOANS

3.1   OBJECT OF SALE AND PURCHASE. Subject to the terms and conditions of this
      Agreement,

      3.1.1 Krugg Seller hereby sells to Krugg Purchaser the Krugg Seller Shares
            and Krugg Purchaser hereby purchases from Krugg Seller the Krugg
            Seller Shares, provided however, that the Parties agree that the
            signing of this Agreement shall in no event be treated as a transfer
            of title of the Krugg Seller Shares under Italian law;

      3.1.2 EDH Sellers hereby sell the EDH Shares to EDH Purchaser and EDH
            Purchaser hereby purchases from EDH Sellers the EDH Shares; and

      3.1.3 Shareholder Lenders hereby sell the Shareholder Loans to Loan
            Purchaser and Loan Purchaser hereby purchases from Shareholder
            Lenders the Shareholder Loans. (The EDH Shares, the Krugg Seller
            Share and the Shareholder Loans are hereinafter collectively
            referred to as the "SOLD ASSETS")

3.2   RIGHTS AND OBLIGATIONS ATTACHED TO THE SOLD ASSETS. The Sold Assets are
      sold to Purchasers with all rights and obligations attached thereto as
      from the Economic Transfer Date including the right to receive the
      interest accrued on the Shareholder Loans and the right to receive all
      dividends in respect of the EDH Shares and the Krugg Seller Shares
      relating to periods as from the Economic Transfer Date.

3.3   CONSENT REQUIREMENTS. All consents required under the articles of
      association of EDH and Krugg to effect the sale and transfer of the EDH
      Shares and the Krugg Seller Shares have been, or shall have been duly
      obtained prior to, or on the Closing Date. The consent of EDH for the
      transfer of the Shareholder Loans is attached hereto as Exhibit 3.3.

                                    SECTION 4
                                 PURCHASE PRICE

4.1   PURCHASE PRICE. The aggregate purchase price for the Sold Assets (the
      "PURCHASE PRICE") is EUR 139,606,434.44 (in words: Euro one hundred thirty
      nine million six hundred six thousand four hundred thirty four and forty
      four cents. The Purchase Price shall be fixed and not be subject to any
      adjustments unless otherwise set forth in this Agreement.


                                       19

4.2   PAYMENT AMOUNT / HOLDBACK ESCROW AMOUNT. The Purchase Price shall consist
      of a portion of EUR 129,606,434.44 (in words: Euro one hundred twenty nine
      million six hundred six thousand four hundred thirty four and forty four
      cents) ("PAYMENT AMOUNT") and EUR 10,000,000 (in words: Euro ten million),
      subject to Section 5.4.2 in connection with Section 5.9, ("HOLDBACK ESCROW
      AMOUNT").

4.3   PURCHASE PRICE INTEREST. The Purchase Price shall bear interest at a rate
      of six per cent (6%) p.a. as from and including the Economic Transfer Date
      until and including the Closing Date ("PURCHASE PRICE INTEREST"),
      provided, however, that in case of a Down Payment in accordance with
      Section 4.3a, the amount subject to interest pursuant to this Section
      shall be, as from the Down Payment Date, reduced to the Purchase Price
      minus the Down Payment.

4.3a  DOWN PAYMENT. Purchasers shall make a down payment in the amount of EUR
      10,000,000 (in words: Euro ten million) to the Escrow Account (as defined
      in the Escrow Agreement) on January 20, 2004 ("DOWN PAYMENT") if the
      Closing has not yet occurred by this date ("DOWN PAYMENT DATE").

4.4   PURCHASE PRICE AND PURCHASE PRICE INTEREST ALLOCATION. The Parties agree
      that the Purchase Price and the Purchase Price Interest shall be allocated
      to the EDH Shares, the Krugg Seller Shares and the Shareholder Loans as
      set out in Exhibit 4.4.

4.5   PAYMENT OF PAYMENT AMOUNT / PURCHASE PRICE INTEREST. On the Closing Date,
      Purchasers shall pay the Payment Amount (minus the Down Payment if already
      paid in accordance with Section 4.3a) and the Purchase Price Interest into
      the Sellers' Account (as defined in Section 4.7) pursuant to Section
      5.4.1.

4.6   PAYMENT OF HOLDBACK ESCROW AMOUNT. On the Closing Date, Purchasers shall
      pay the Holdback Escrow Amount to the escrow agent under the Escrow
      Agreement (as defined in Section 4.10) ("ESCROW AGENT") in accordance with
      Section 5.4.2.

4.7   SELLERS' ACCOUNT. Except for the Holdback Escrow Amount and the Down
      Payment, all payments owed by Purchasers to Sellers under this Agreement,
      including the Purchase Price and the Purchase Price Interest, shall be
      paid by Purchasers in immediately available funds free of any charges,
      taxes or other deductions by wire transfer to Sellers' bank account, the
      details of which will be notified in writing by Sellers to Purchasers at
      the latest five (5) Business Days prior to the Closing Date ("SELLERS'
      ACCOUNT").

4.8   DEFAULT INTEREST. If Purchasers fail to pay the Purchase Price or the
      Purchase Price Interest on the Closing Date (in accordance with Section
      5.4.1), with value (Wertstellung) prior to 5:00 p.m. Central European Time
      or to make any other payment when


                                       20

      due under this Agreement, interest at the rate of 600 basis points above
      EURIBOR as from and including the relevant due date until, and including,
      the date of payment shall become due and payable on the relevant due date,
      without prejudice to any other rights and remedies of Sellers arising from
      such failure.

4.9   NO RETENTION OR SET-OFF. Purchasers shall not be entitled to exercise a
      right of set-off (Aufrechnung) or retention (Zuruckbehaltungsrecht) with
      respect to its obligations to pay the Purchase Price and Purchase Price
      Interest or to make any other payments under this Agreement, unless
      Purchasers' claim on which Purchasers have based their right of set-off or
      retention has been acknowledged by Sellers in writing or has been
      determined by a final and non-appealable court judgement or arbitral
      award, as the case may be.

4.10  RELEASE OF HOLDBACK ESCROW AMOUNT. The Holdback Escrow Amount shall be
      released to Sellers and/or Purchasers, as the case may be, in accordance
      with the escrow agreement to be entered into prior to 20 January 2003 or
      the Closing (whichever occurs earlier) and substantially in the form as
      set forth in Exhibit 4.10 ("ESCROW AGREEMENT").

4.11  FUTURE CAPITAL SUPPLY AND FINANCING. Purchasers are aware that the EDH
      Group, besides its bank credit lines, depends on capital supply and
      financing by its shareholders which is presently provided by the
      Shareholder Loans. With effect as of the Closing Date, Sellers have no
      continuing responsibility to provide capital or financing to the EDH
      Group; rather, the capital supply and financing of the EDH Group will be
      assumed, as of the Closing Date, by Purchasers.

4.12  PAYMENT GUARANTEE. At any time prior to the Closing Date, Purchasers will,
      upon written request of Sellers, deliver an unconditional and irrevocable
      guarantee payable on first written demand for the obligations of
      Purchasers to pay the Purchase Price and the Purchase Price Interest (less
      the Down Payment if already paid in accordance with Section 4.3a) under,
      or in connection with, this Agreement issued by a German saving
      institution (Sparkasse) or a Standard & Poor's AA or better rated German
      or US bank of international standing ("PAYMENT GUARANTEE"). Sellers' will
      bear the costs of the guarantee fee (Avalprovision) for the Payment
      Guarantee, provided, however, that the costs need to be agreed by Sellers
      before delivery of the Payment Guarantee and provided further that
      Purchasers will have no obligation to deliver the Payment Guarantee if
      Sellers cannot agree on the relevant costs.


                                       21

                                    SECTION 5
 ECONOMIC TRANSFER DATE / SIGNING DATE / CLOSING DATE / REFERENCE DATE / CLOSING

5.1   DEFINITIONS. Economic Transfer Date, Signing Date, Closing Date and
      Reference Date shall have the following meanings in this Agreement:

      5.1.1 "ECONOMIC TRANSFER DATE" shall be 30 September 2003, 24:00 o'clock;

      5.1.2 "SIGNING DATE" shall be the day on which this Agreement has been
            duly executed before a notary public;

      5.1.3 "CLOSING DATE" shall be the day defined in Section 5.4;

      5.1.4 "REFERENCE DATE " shall be 23 December 2003.

5.2   CLOSING CONDITION. The transactions contemplated under this Agreement (the
      "TRANSACTION") shall be completed (erfullt) pursuant to Section 5.4 below
      only if (a) the Federal Cartel Office (Bundeskartellamt) has notified
      Sellers or Purchasers that the Transaction does not fulfil the prohibition
      prerequisites of Sec. 36 (1) of the Act Against Restraints of Competition
      (Gesetz gegen Wettbewerbsbeschrankungen, GWB) or (b) the one month period
      pursuant to Sec. 40 (1) sentence 1 GWB has expired, unless the Federal
      Cartel Office has stated to enter into an examination of the Transaction
      in accordance with Sec. 40 (1) sentence 1 GWB or (c) the Federal Cartel
      Office has cleared the Transaction pursuant to Sec. 40 (2) sentence 1 GWB
      or (d) the examination period set forth in Sec. 40 (2) sentences 2 and 3
      GWB has expired, unless the Federal Cartel Office has issued a decision to
      prohibit the Transaction.

      (The condition precedent listed in Section 5.2 is hereinafter referred to
      as "CLOSING CONDITION".)

      The Parties shall inform each other in writing without undue delay as soon
      as the Closing Condition has been fulfilled.

5.3   MERGER CONTROL AND OTHER GOVERNMENTAL FILINGS.

      5.3.1 The Parties shall make all reasonable endeavours and render to each
            other all reasonably necessary support and cooperation to ensure
            that the Closing Condition is fulfilled as soon as possible after
            the Signing Date. In particular, Purchasers shall ensure that any
            filings to be made pursuant to Section 5.2 with the German Federal
            Cartel Office and the relevant filing with the Italian


                                       22

            merger control authorities will be made within five (5) Business
            Days after the Signing Date unless the applicable laws and
            regulations require an earlier filing, and in such case the filing
            shall be made at the earlier date. Although each Party remains
            responsible for preparing and making its own required filings,
            Sellers and Purchasers shall fully cooperate with one another in
            preparing and making the relevant filings and in furnishing all
            information required in connection therewith. Purchasers shall fully
            involve Sellers in any proceedings with the relevant merger control
            authorities, in particular Purchasers shall (i) not take any actions
            in respect of the relevant merger control filings or contact the
            merger control authorities without Sellers' prior consultation, (ii)
            provide Sellers with all reasonable information on the filing(s),
            allow Sellers, at their request, to attend all meetings or other
            contacts with the merger control authorities without getting
            actively involved in such contacts and meetings, (iii) promptly
            notify Sellers about any contacts planned or made, actions planned
            or taken or information received in respect of any relevant merger
            control filings or contacts with any merger control authorities and
            (iv) provide Sellers with all relevant documents related thereto.

      5.3.2 Purchasers shall undertake or cause to be undertaken all reasonable
            steps necessary to remove any impediments, restrictions, or
            conditions that may affect the timely satisfaction of the Closing
            Conditions set forth in Section 5.2.1, however, Purchasers shall not
            be obliged to dispose of any of their assets or any assets of their
            Affiliates.

5.4   CLOSING ACTIONS. The consummation of the Transaction ("CLOSING") shall
      take place six (6) Business Days after the Closing Condition has been
      fulfilled at the offices of Freshfields Bruckhaus Deringer, Taunusanlage
      11, 60329 Frankfurt am Main, Germany, starting at 9.00 a.m., or at such
      place, day and time as agreed between the Parties ("CLOSING DATE"). On the
      Closing Date and subject to Sections 2.4 and 5.9, the Parties shall take,
      or cause to be taken, the following actions ("CLOSING ACTIONS") which
      shall be taken in the order set forth below and which shall be deemed to
      have been taken simultaneously (Zug um Zug):

      5.4.1 Purchasers shall pay the Payment Amount and the Purchase Price
            Interest (minus the Down Payment, if already paid in accordance with
            Section 4.3a, and minus the portion of the Purchase Price attributed
            to the Krugg Seller Shares in accordance with Exhibit 4.4 ("RETAINED
            KRUGG PURCHASE PRICE") if the provisions of Section 5.9 apply in
            respect of the Krugg Seller Shares) in immediately


                                       23

            available funds free of any charges, taxes or other deductions by
            wire transfer to Sellers' Account;

      5.4.2 Purchasers shall pay the Holdback Escrow Amount (minus the amount
            allocated to the Krugg Seller liability set forth in Exhibit 8.5
            ("RETAINED KRUGG ESCROW AMOUNT") if the provisions of Section 5.9
            apply in respect of the Krugg Seller Shares) in immediately
            available funds free of any charges, taxes or other deductions by
            wire transfer to the Escrow Agent's account as set forth in the
            Escrow Agreement ("ESCROW ACCOUNT");

      5.4.2a Sellers and Purchasers shall instruct in writing the Escrow Agent
            to (i) release the Down Payment and (ii) pay the amount of the Down
            Payment in immediately available funds free of any charges, taxes or
            other deductions by wire transfer to Sellers' Account;

      5.4.3 EDH Purchaser shall pay the EDH Senior Facility Repayment Amount in
            immediately available funds free of any charges, taxes or other
            deductions by wire transfer to the EDH Senior Lenders. The payment
            shall be made to a bank account to be notified in writing by the
            Sellers to EDH Purchaser at the latest 5 (five) Business Days prior
            to the Closing Date ("EDH SENIOR LENDERS' ACCOUNT");

      5.4.4 EDH Purchaser shall pay the Mezzanine Facility I Repayment Amount in
            immediately available funds free of any charges, taxes or other
            deductions by wire transfer to the Mezzanine I Lender. The payment
            shall be made to a bank account to be notified in writing by the
            Sellers to EDH Purchaser at the latest 5 (five) Business Days prior
            to the Closing Date ("MEZZANINE I LENDER'S ACCOUNT");

      5.4.5 EDH Purchaser shall pay the Mezzanine Facility II Repayment Amount
            in immediately available funds free of any charges, taxes or other
            deductions by wire transfer to the Mezzanine II Lender. The payment
            shall be made to a bank account to be notified in writing by the
            Sellers to EDH Purchaser at the latest 5 (five) Business Days prior
            to the Closing Date ("MEZZANINE II LENDER'S ACCOUNT");

      5.4.6 EDH Purchaser shall pay the Mezzanine Facility III Repayment Amount
            in immediately available funds free of any charges, taxes or other
            deductions by wire transfer to the Mezzanine II Lender's Account;

      5.4.7 EDH Purchaser shall pay the Krugg Facilities Repayment Amount in
            immediately available funds free of any charges, taxes or other
            deductions by wire


                                       24

             transfer to the Krugg Lenders'. The payment shall be made to a bank
             account to be notified in writing by the Sellers to EDH Purchaser
             at the latest 5 (five) Business Days prior to the Closing Date
             ("KRUGG LENDERS' ACCOUNT");

      5.4.8  Sellers shall revoke Norbert Orth's position as managing director
             of EDH and grant discharge of his duties (Entlastung erteilen) for
             the time of his service as managing director of EDH up to and
             including the Closing Date (unless the Demedis Agreement will be
             consummated at the same time as or earlier than this Agreement) and
             shall procure that Norbert Orth's (unless the Demedis Agreement
             will be consummated at the same time as or earlier than this
             Agreement) and Flavio Abbondati's positions as members of the board
             of Krugg are revoked and that discharge of their duties (Entlastung
             erteilen) for the time of their service as members of the board of
             Krugg up to and including the Closing Date is granted.

      5.4.9  EDH Purchaser and EDH Sellers shall execute a notarial deed in
             respect of the assignment of the EDH Shares before a German notary
             in the form attached hereto as Exhibit 5.4.9;

      5.4.10 [Intentionally left blank];

      5.4.11 Loan Purchaser and Shareholder Lenders shall execute an agreement
             providing for the transfer of the Shareholder Loans by way of the
             assumption of all rights and obligations arising under and in
             connection with the Shareholder Loan Agreements by Purchaser with
             full discharging effect for the Shareholder Lenders
             (Vertragsubernahme mit schuldbefreiender Wirkung) in the form
             attached hereto as Exhibit 5.4.11;

      5.4.12 Sellers shall deliver to EDH Purchaser a letter of the EDH Senior
             Lenders (i) confirming that all payment obligations under the EDH
             Senior Facility Agreement have been fully discharged and (ii)
             releasing all security rights granted to the Lenders in connection
             with the EDH Senior Facility;

      5.4.13 Sellers shall deliver to EDH Purchaser a letter of the Mezzanine I
             Lender (i) confirming that all payment obligations under the
             Mezzanine Loan Agreement I have been fully discharged and (ii)
             releasing all security rights granted to the Mezzanine I Lender in
             connection with the Mezzanine I Facility;

      5.4.14 Sellers shall deliver to EDH Purchaser a letter of the Mezzanine II
             Lender (i) confirming that all payment obligations under the
             Mezzanine Loan Agreement II and the Mezzanine Loan Agreement III
             have been fully discharged and


                                       25

             (ii) releasing all security rights granted to the Mezzanine II
             Lender in connection with the Mezzanine II Facility;

      5.4.15 Sellers shall deliver to EDH Purchaser a letter of the Krugg
             Lenders releasing security rights granted to the Krugg Lenders in
             connection with the Krugg Facilities;

      5.4.15a Krugg Purchaser and Krugg Seller shall assign the Krugg Seller
             Shares before an Italian notary and prepare all further actions
             which can be taken on the same day without any delay in order to
             implement the assignment, even if this only happens subsequent to
             the Closing;

      5.4.16 EDH Purchaser and EDH Seller shall execute all agreements necessary
             to implement the release of all security rights granted to the
             Krugg Lenders as set forth in Section 5.4.15 before an Italian
             notary;

      5.4.17 Sellers shall deliver to Purchasers a certificate confirming that,
             to Sellers' Knowledge, (i) the guarantees given in Section 6 were
             and/or are true and correct in all "material" respects as of the
             date applicable to such guarantees (ignoring, however, for the
             purpose of confirming that these guarantees were and are true in
             all "material" respects that certain guarantees are already
             qualified by materiality, Material Adverse Effect or similar words,
             i.e., the materiality standard shall not be taken into account
             twice in respect of one and the same guarantee) or, (ii), list in
             the form of subject headings (schlagwortartig) whether and to which
             extent these guarantees were not or are not true and correct as of
             the relevant date ("GUARANTEE CONFIRMATION"). For the avoidance of
             doubt, the Guarantee Confirmation shall not create or increase any
             liability of Sellers or confer any withdrawal right to the Parties
             not otherwise existing under this Agreement;

      5.4.18 Sellers shall deliver a letter substantially in the form attached
             hereto as Exhibit 5.4.18 confirming that following the completion
             of Closing Actions in Sections 5.4.1 to 5.4.17 they have no more
             claims in connection with this Transaction against any of the
             Companies other than those (i) expressly set forth in this
             Agreement or (ii) related to any employment matters;

5.5   WITHDRAWAL RIGHTS. The Parties may withdraw from this Agreement as
      follows:

      5.5.1  the Sellers may withdraw from this Agreement if

            (i)   the Closing Condition has not been satisfied at the latest 10
                  (ten) months after the Reference Date;


                                       26

            (ii)  if any of the Purchasers has not fully performed its
                  obligations under Section 5.4 at the latest within 10 (ten)
                  Business Days following the Closing Date.

      5.5.2 prior to the Closing Date, Purchasers may withdraw from this
            Agreement

            (i)   if a MAC (as defined in Section 5.5.3) has occurred and the
                  withdrawal is expressly based on the MAC ("MAC WITHDRAWAL")

            (ii)  for any other reason ("NON MAC WITHDRAWAL").

      5.5.3 "MAC" shall mean if between the Reference Date and the beginning of
            the Closing set forth in Section 5.4 or the end of the 90th day
            following the Reference Date (whichever occurs earlier) an act,
            event or occurrence or a series of acts, events or occurrences has
            occurred that has a material adverse effect on the business,
            operations, assets, liabilities or financial condition of the EDH
            Group, taken as a whole, that either result or are reasonably likely
            to result in a reduction of the (a) Net Equity (as defined below) of
            more than EUR 20,000,000 (in words: Euro twenty million), or, (b)
            Sustainable Annual Operating Profit (as defined below) of more than
            EUR 6,000,000 (in words: Euro six million), in each case of the EDH
            Group on a consolidated basis, and in case of the Sustainable Annual
            Operating Profit in comparison to the fiscal year of the EDH Group
            ending on 30 September 2003 (i.e., EUR 21,970,636.50 (in words: Euro
            twenty-one million nine hundred seventy thousand six hundred thirty
            six and fifty cents)), provided that;

            (i)   adverse effects from the development or changes of the general
                  economic, financial, regulatory, legal or political conditions
                  (including the relevant market in which the EDH Group is
                  active and the financing market);

            (ii)  adverse effects to the extent related to, or caused by, the
                  acquisition of the EDH Group by Purchasers, including the
                  identity of Purchasers and its shareholders;

            (iii) adverse effects to the extent they are covered by insurance or
                  valid claims against third parties to the extent such claims
                  would be recorded as a receivable on the asset side of a
                  balance sheet in accordance with German generally accepted
                  accounting principles on a balance sheet end date
                  (Bilanzstichtag) and


                                       27

            (iv)  effects resulting from changes in (i) accounting principles or
                  standards, or (ii) good will,

            shall be disregarded (if and to the extent applicable) for purposes
            of determining whether or not a material adverse effect within the
            meaning of this clause has occurred.

            ("NET EQUITY" shall be determined in accordance with German general
            accepted accounting principles (German Commercial Code - HGB)
            applied on a basis consistent with the audited Financial Statements
            2003 and is defined as the equity position of the Demedis Group as
            set out in the audited Financial Statements 2003. According to this
            definition, Net Equity shall consist of the following items: equity
            (Eigenkapital) as per Section 266 subsec. 3, no. A I, A II, A III, A
            IV and A V HGB; badwill as per Section 301 subsec. 3 HGB; minority
            interests as per Section 307 subsec. 1 HGB, foreign exchange
            differences as per Section 244 and Section 298 subsec. 1 HGB. To the
            extent that Net Equity as defined above is negative, Section 268
            subsec. 3 HGB applies.)

            ("SUSTAINABLE ANNUAL OPERATING PROFIT" shall mean earnings before
            interest, taxes and good will effects as prepared by the management
            of the EDH Group and reflected in the Financial Statements 2003 and
            adjusted for the following items in order to arrive at "sustainable"
            earnings:

                  (a)   effects from changes in accounting principles, policies
                        and procedures since the Economic Transfer Date;

                  (b)   effects from changes in the principles applied in
                        establishing accounting estimates since the Economic
                        Transfer Date;

                  (c)   effects from changes in the group of consolidated
                        companies or other non-organic growth (acquisitions /
                        disposals) since the Economic Transfer Date;

                  (d)   effects on the EDH Group to the extent related to, or
                        caused by, the acquisition of the EDH Group by
                        Purchasers, including the identity of Purchasers and its
                        shareholders;

                  (e)   extraordinary income / expenses as defined by the German
                        Commercial Code;

                  (f)   other one-off, non-recurring income / expense items;

                  (g)   restructuring and restructuring related expenses;


                                       28

                  (h)   non-periodic income / expense items unless of a
                        recurring nature.)

5.6   NOTICE OF WITHDRAWAL. A withdrawal (Rucktritt) pursuant to Section 5.5 is
      only valid if the other party and the Escrow Agent have received a notice
      of withdrawal (Rucktrittserklarung) in writing ("WITHDRAWAL NOTICE"). In
      the event that the Closing Condition has not been satisfied within twelve
      (12) months after the Signing Date and neither Party has withdrawn from
      this Agreement, this Agreement shall be deemed void.

5.7   CONSEQUENCES OF WITHDRAWAL. In case of a withdrawal under Section 5.5 the
      following rules shall apply:

      5.7.1 In case of a:

            (i)   MAC Withdrawal by Purchasers, the Parties shall instruct the
                  Escrow Agent to (a) release the Down Payment and (b) pay the
                  Down Payment to Purchasers within 5 (five) Business Days
                  following the Withdrawal Notice to an account to be notified
                  by Purchasers to Sellers in writing together with the
                  Withdrawal Notice. The provisions of Sections 5.5 to 5.7 and
                  Sections 12.4, 12.5, 13, 14.1, 14.2, 14.3, 14.7 and 14.10
                  shall survive a withdrawal pursuant to Section 5.5 to 5.7.

            (ii)  Non MAC Withdrawal by Purchasers or a withdrawal by Sellers
                  based on Section 5.5.1 or an automatic termination of this
                  Agreement pursuant to Section 5.5.6 2nd sentence the Parties
                  shall instruct the Escrow Agent to (a) release the Down
                  Payment and (b) pay the Down Payment to Sellers by wire
                  transfer to an account to be notified by Sellers and Sellers
                  shall be irrevocably entitled to retain the Down Payment as a
                  compensation for the significant efforts, costs and expenses
                  incurred in connection with the sales process, the significant
                  risk of the EDH Dental Business being seriously adversely
                  affected in case a closing has not occurred by this date as
                  well as the additional efforts, costs and expenses to be
                  incurred in connection with a new sales process to be
                  initiated with a view to disposing of the EDH Dental Business.
                  Purchasers are fully aware that in case of a Non MAC
                  Withdrawal Sellers will retain the Down Payment, have received
                  legal advise in this respect and acknowledge that the Down
                  Payment will be an amount for an adequate compensation for all
                  such efforts, risks, costs and expenses involved in case of
                  such withdrawal. The provisions of Sections 5.5 to 5.7 and
                  Sections 12.4, 12.5, 13, 14.1, 14.2, 14.3, 14.7 and 14.10
                  shall survive a withdrawal pursuant to Section 5.5 to 5.7.


                                       29

      5.7.2 Save as provided for in Section 5.7.1, if a Party withdraws from
            this Agreement in accordance with Section 5.5, such withdrawal shall
            be without any liability of either Party (or any shareholder,
            director, officer, employee, agent, consultant, adviser or
            representative of such Party) to the other Party.

5.8   NO FURTHER CONDITIONS / WITHDRAWAL RIGHTS. The Parties agree that except
      for the Closing Condition (as defined in Section 5.2) and the withdrawal
      rights set forth in Section 5.5 the obligations of the Parties to
      consummate the Transaction shall not be subject to any other conditions,
      requirements or withdrawal rights and none of the Parties may withdraw
      from, rescind or terminate this Agreement or refuse to fulfil any of its
      obligations thereunder, except as expressly provided for in this
      Agreement.

5.9   NON-TRANSFER OF KRUGG SELLER SHARES. If on the Closing Date the Krugg
      Lenders have neither released the pledge over the Krugg Shares ("KRUGG
      SHARE PLEDGE") or the further security granted to the Krugg Lenders nor
      approved the sale and transfer of the Krugg Seller Shares, the Parties
      agree that the Closing shall be consummated nonetheless, provided, however
      that the following rules will apply:

      5.9.1 Krugg Seller shall not be obliged to (i) transfer the Krugg Seller
            Shares as set forth in Section 5.4.15a. (ii) deliver a release
            letter regarding the security granted in respect of the Krugg
            Facilities as set forth in Section 5.4.15, and (iii) execute all
            agreements necessary to implement the release of all security rights
            granted to the Krugg Lenders as set forth in as set forth in Section
            5.4.16.

      5.9.2 Purchasers shall pay only the reduced Purchase Price and the reduced
            Holdback Escrow Amount as set forth in Sections 5.4.1 and 5.4.2,
            respectively.

      5.9.3 Krugg Purchaser shall repay or cause Krugg to repay the Krugg
            Facilities as soon as possible following the Closing Date, if not
            already repaid as part of the Closing.

      5.9.4 Krugg Seller shall transfer the Krugg Seller Shares as soon as (i)
            the Krugg Share Pledge has been released or (ii) the Krugg Lenders
            have approved such transfer, whatever occurs earlier ("KRUGG SHARE
            TRANSFER").

      5.9.5 Upon the Krugg Share Transfer Krugg Purchaser shall pay:

            (i)   the Retained Krugg Purchase Price to Sellers' Account;

            (ii)  the Retained Krugg Escrow Amount to the Escrow Account.


                                       30

      5.9.6 Between the Closing Date and the date on which the Krugg Share
            Transfer occurs ("KRUGG SHARE TRANSFER DATE"), Krugg Seller shall,
            to the extent legally permissible and permissible under the relevant
            Krugg share pledge agreement ("KRUGG SHARE PLEDGE AGREEMENT") only
            exercise its rights in respect of the Krugg Seller Shares with the
            prior written consent of Krugg Purchaser.

      5.9.7 Between the Closing Date and the Krugg Share Transfer Date, Krugg
            Seller shall, to the extent legally permissible and permissible
            under the Krugg Share Pledge Agreement, not be entitled to any
            rights of dividends or liquidation proceeds.

      5.9.8 The Time Limitations of any Purchaser Claims against Krugg Sellers
            based on a breach of Sections 6.1.2 (i) and (ii) with respect to the
            Krugg Seller Shares shall, in deviation from Section 8.8.3, start to
            run as from the Krugg Share Transfer Date.

                                    SECTION 6
                               SELLERS' GUARANTEES

6.1   SELLERS' GUARANTEES. Sellers hereby guarantee, except as set forth in the
      disclosure letter attached hereto as Exhibit 6.1 and subject to any
      limitations contained in this Agreement, including the remedies set out in
      Section 8 and the limitations set out in Section 9, in particular the Time
      Limitations, the De Minimis Amount, the Basket and the Liability Cap (each
      as defined in Section 9) by way of an independent guarantee
      (selbststandige Garantie) pursuant to Section 311 (1) German Civil Code
      (Burgerliches Gesetzbuch) that the statements set forth hereinafter are
      correct as of the Signing Date and will be correct at the Closing Date,
      unless expressly specified otherwise herein; provided, however, that

            (i)   in respect of Section 6.1.1 the guarantee shall be given by
                  each Seller only with respect to itself;

            (ii)  in respect of Section 6.1.2, 2nd sentence the guarantee shall
                  be given by each Seller only with respect to the share sold by
                  such Seller;

            (iii) in respect of Section 6.1.7 the guarantee shall be given by
                  each Seller only with respect to the portion of the
                  Shareholder Loan sold by such Seller;


                                       31

            (iv)  guarantees made as of a specific date shall be correct only as
                  of such date;

            (v)   guarantees which are subject to Sellers' Knowledge (as defined
                  below) shall only be correct as of the Signing Date;

            (vi)  the term "SELLERS' KNOWLEDGE" shall mean the actual knowledge
                  (positive Kenntnis) as of the Signing Date of Norbert Orth,
                  Rainer Tonies, Reinhold Kuhn, Alberto Barbi, Giorgio Beretta,
                  Laura Gori and Chiara Gori ("SELLERS' KNOWLEDGE INDIVIDUALS")
                  and in respect of the guarantees in Sections 6.1.8, 6.1.11,
                  6.1.13, 6.1.21 and 6.1.22 the term Sellers' Knowledge shall
                  mean the actual knowledge as of the Signing Date of the
                  Sellers' Knowledge Individuals and the knowledge they could
                  have obtained after due inquiry with the relevant key
                  employees of the Companies responsible for the relevant
                  aspects covered by the guarantees in Sections 6.1.8, 6.1.11,
                  6.1.13, 6.1.21 and 6.1.22;

            (vii) the term "MATERIAL ADVERSE EFFECT" shall mean any state of
                  facts, events, changes or effects having a material adverse
                  effect on the assets, liabilities, financial condition or
                  business operations of the EDH Group as a whole.

      6.1.1 ENFORCEABILITY / CORPORATE IDENTITY. This Agreement constitutes a
            valid and binding obligation of Sellers, enforceable under German
            law against each of the Sellers in accordance with its terms, except
            as the enforceability thereof may be limited by bankruptcy,
            insolvency, reorganisation, moratorium, or other similar laws
            relating to or affecting the rights of creditors generally and
            except that the remedy of specific performance and injunctive relief
            and other forms of equitable relief may be subject to equitable
            defences and to the discretion of the court before which any
            proceeding may be brought. Each of the Sellers have the corporate
            authority to execute this Agreement and to perform its obligations
            under this Agreement.

      6.1.2 EXISTENCE OF COMPANIES / OWNERSHIP OF SHARES. Each of the Companies
            is duly incorporated and validly existing under the laws of its
            jurisdiction. Except as listed in Schedule 6.1.2,

            (i)   the Shares are held by Sellers and the Companies as set out in
                  Section 1;


                                       32

            (ii)  the Shares are free and clear of any liens, encumbrances or
                  other third party rights, except for the pledges granted to
                  the lenders under the Bank Debt;

            (iii) there are no pre-emptive rights, rights of first refusal,
                  options, voting agreements or other rights of third parties
                  (granted in favour of or agreed between any of the Companies)
                  to acquire any of the Shares;

            (iv)  the Shares are fully paid up, have not been repaid and are
                  non-assessable (nicht nachschusspflichtig);

            (v)   there are no silent partnerships or other rights to
                  participate in any of the Companies' revenues or profits; and

            in each case except for rights given under statutory law, or the
            articles of association or by-laws.

      6.1.3 COMPANY INFORMATION. Schedule 6.1.3 contains a complete list of the
            articles of association and by-laws (or their equivalent formation
            documents in the relevant jurisdiction) of the Companies valid as of
            the Signing Date. Copies of such documents have been made available
            to Purchasers prior to the execution of this Agreement. The
            description of the group structure set forth in Section 1 of this
            Agreement hereof is correct, and the Companies do not hold any legal
            or beneficial interest in any other businesses.

      6.1.4 SUPERVISORY AND ADVISORY BOARDS. Schedule 6.1.4 contains a complete
            list of all supervisory and advisory boards of all Companies
            including the names of the relevant members.

      6.1.5 INSOLVENCY PROCEEDINGS. No insolvency proceedings against the
            Companies are pending (i.e., a court has formally commenced
            insolvency proceedings (Insolvenzverfahren eroffnet) in accordance
            with the German Insolvency Code (Insolvenzordung) or the
            corresponding procedure under Italian law in respect of Krugg) or
            have been applied for by the Companies, or, to Sellers' Knowledge,
            have been applied for by any third party. Purchasers are aware of
            the present net equity position of the Companies and in particular
            of EDH and the existing subordination agreements signed by the
            relevant EDH Sellers in respect of the Shareholder Loans in order to
            avoid insolvency risks (for the absence of which Sellers do,
            however, not assume any responsibility).

      6.1.6 AFFILIATES / ENTERPRISE AGREEMENTS. Except as disclosed in Schedule
            6.1.6 and Section 1, the Companies have no affiliated companies
            within the meaning


                                       33

            of Section 15 German Stock Corporation Act ("AFFILIATES") nor do
            they hold any participation or sub-participation in any other
            company and there exist no enterprise agreements within the meaning
            of Sections 291 and 292 German Stock Corporation Act (Aktiengesetz).

      6.1.7 SHAREHOLDER LOANS. The Shareholder Loan Agreements have been validly
            entered into and can be freely sold and transferred by the
            Shareholder Lenders without the consent of any third party being
            required, except only for the consent of EDH as borrower which has
            already been granted pursuant to the consent declaration attached
            hereto as Exhibit 3.3. Shareholder Lenders and Sellers do not assume
            any guarantee that the Shareholder Loans are enforceable or
            collectable and Purchasers are in particular aware of the
            subordination agreements signed by Seller in respect of the
            Shareholder Loan and of the fact that they might legally be treated
            as deemed equity irrespective of such subordination
            (eigenkapitalersetzende Gesellschafterdarlehen).

      6.1.8 MATERIAL INTELLECTUAL PROPERTY RIGHTS. The Companies own, or
            lawfully use, all such patents, trade marks, copyrights, software,
            domain names, which are material to carrying on the EDH Dental
            Business taken as a whole (herein after collectively referred to as
            "INTELLECTUAL PROPERTY RIGHTS"). Schedule 6.1.8 (a) contains a true
            and complete list of the Intellectual Property Rights (except for
            off the shelf standard software) of which the Companies are the
            legal owners indicating (i) the nature and the registered owner of
            the Intellectual Property Rights and (ii) if applicable, the
            jurisdiction in which such Intellectual Property Rights have been
            registered. Except as disclosed in Schedule 6.1.8 (a), the Companies
            are entitled to dispose freely of the Intellectual Property Rights,
            which are owned by the Companies. No other than the Intellectual
            Property Rights are necessary for the EDH Dental Business to conduct
            its business as currently conducted. Except as listed in Schedule
            6.1.8 (b), the Intellectual Property Rights are not subject to any
            pending or threatened proceedings for opposition or cancellation
            which may adversely affect the operation of the EDH Dental Business
            taken as a whole nor, to Seller's Knowledge, being infringed by any
            third party. All fees necessary to maintain the Intellectual
            Property Rights have been paid, except for non-payments which will
            not have and can not reasonably be expected to have a Material
            Adverse Effect. To Sellers' Knowledge, the Companies do not infringe
            any material intellectual property rights owned by a third party.

            The Companies either own and hold valid leases and/or licenses to
            all material computer hardware, software and other information
            technology ("IT"), which is currently used by the Companies to
            conduct their business as currently conducted. All material leases
            or licenses in respect of such IT are effective.


                                       34


             Except as disclosed in Schedule 6.1.8 (c), since the Economic
             Transfer Date, there were no material interruptions, material data
             losses or material similar incidents attributable to the IT owned
             or used by the Companies, and which, in addition, had or are likely
             to have a Material Adverse Effect on the EDH Dental Business. To
             Sellers' Knowledge, the IT has the capacity and performance
             necessary to conduct the business operations of the Companies as
             conducted on the Signing Date.

      6.1.9  INSURANCE. As of the Signing Date, the Companies, maintain for
             their own benefit the insurance policies which are listed in
             Schedule 6.1.9 (i), and except as set forth in Schedule 6.1.9 (ii),
             all due premiums under such insurance policies have been paid.
             Except as disclosed in Schedule 6.1.9 (ii), there are no material
             claims pending under any of the insurance policies and, to Seller's
             Knowledge, no facts exist which could give rise to any such claims.

      6.1.10 MATERIAL ASSETS. Except as disclosed in Schedule 6.1.10, the
             Companies own, or hold lawful possession of, all fixed assets
             (Anlagevermogen) material to the EDH Dental Business and
             capitalized in the Financial Statements 2003, except for such
             assets which were sold, abandoned or otherwise disposed of since
             the Economic Transfer Date in the ordinary course of business
             ("MATERIAL ASSETS"). Except as disclosed in Schedule 6.1.10, the
             Material Assets are not encumbered with any liens, pledges or other
             encumbrances in favour of third parties, except for:

             (i)   rights of retention of title (Eigentumsvorbehalte), liens or
                   pledges in favour of suppliers, mechanics, landlords and
                   carriers granted in the ordinary course of business; and

             (ii)  security rights granted to banks and other lenders in respect
                   of the Bank Debt which will be released on the Closing Date;

             (iii) encumbrances (Belastungen) other than rights under (i) and
                   (ii) above which individually or in the aggregate do not
                   exceed EUR 150,000 (in words: Euro one hundred fifty
                   thousand).

      6.1.11 MATERIAL AGREEMENTS. Schedule 6.1.11 contains a correct list, as of
             the Signing Date, of all of the following written agreements to
             which any of the Companies is a party and which have not yet been
             completely fulfilled (hereinafter collectively referred to as the
             "MATERIAL AGREEMENTS"):


                                       35

             (i)   agreements providing for a consideration in excess of EUR
                   250,000 (in words: Euro two hundred fifty thousand) and
                   relating to the acquisition or sale of (a) interests in other
                   companies or (b) real estate;

             (ii)  rental and lease agreements relating to real estate which,
                   individually, provide for annual net payments of EUR 65,000
                   (in words: Euro sixty five thousand) or more;

             (iii) loan agreements (other than between the Companies), bonds,
                   notes or any other instruments of debt made or issued, as the
                   case may be, by any of the Companies (other than made or
                   issued for the benefit of another Company and other than the
                   Bank Debt);

             (iv)  guarantees, suretyships, comfort letters
                   (Patronatserklarungen) and similar instruments issued by any
                   of the Companies for any debt of any third party, i.e., other
                   than for any of the Companies for an amount of EUR 100,000
                   (in words: Euro one hundred thousand) or more in each
                   individual case;

             (v)   employment agreements providing for a fixed annual salary of
                   EUR 75,000 (in words: Euro seventy five thousand) or more;

             (vi)  any hedging agreements or derivatives contracts made by any
                   of the Companies;

             (vii) distribution or agency agreements (other than between the
                   Companies or with any company of the Demedis Group) with an
                   annual net sales volume (as per the last completed financial
                   year ending on 30 September 2003) of EUR 1,000,000 (in words:
                   Euro one million) or more;

             (viii) agreements for joint-ventures, strategic alliances, joint
                   development of products or other forms of co-operations;

             (ix)  agreements to sell, or otherwise dispose of any fixed assets
                   owned by a Company with a fair market or replacement value in
                   excess of EUR 200,000 (in words: Euro two hundred thousand);

             (x)   license agreements with any Company as licensee or licensor,
                   which resulted during the last fiscal year, or are likely to
                   result during the current fiscal year in annual royalties in
                   excess of EUR 100,000 (in words: Euro one hundred thousand);


                                       36

             (xi)  agreements with the top 10 suppliers of M+W KG and Krugg
                   based on the volume of purchase orders in the last fiscal
                   year ending on 30 September 2003;

             (xii) except as disclosed in any other Schedule to this Section 6
                   material agreements outside the ordinary course of business;

             (xiii) agreements expressly imposing restrictions on a Company to
                   compete with any third party, to acquire any products or
                   services from a third party, to sell any products or to
                   perform any services for any third party or to develop any
                   technology, if and to the extent that such restrictions will
                   prevent the Company from conducting its business operations
                   or pursuing its business development activities; it being
                   understood that all distribution, agency or similar
                   agreements containing restrictions on territories shall be
                   disregarded provided that such restrictions are in line with
                   the ordinary standards for distribution, agency or similar
                   agreements in the dental distribution business in general.

             To Sellers' Knowledge and except as disclosed in Schedule 6.1.11,
             each of the Material Agreements is in effect. To Sellers' Knowledge
             and except as disclosed in Schedule 6.1.11, no party to any of the
             Material Agreements has indicated in writing that it will terminate
             the agreement as a result of the Transaction and none of the
             Material Agreements contains a change-of-control clause entitling
             the contracting party to terminate the agreement as a result of the
             Transaction.

      6.1.12 PERMITS. Except as disclosed in Schedule 6.1.12, the Companies are
             in possession of all governmental approvals, licenses and permits
             necessary to operate the EDH Dental Business and which are material
             to the EDH Dental Business taken as a whole. The Permits are in
             full force and effect. Except as disclosed in Schedule 6.1.12, none
             of the Permits has been challenged by any third party and, to
             Seller's Knowledge, there are no circumstances, which would justify
             such challenge, and no proceedings regarding a revocation or
             withdrawal of any Permit has been initiated or threatened, and, to
             Seller's Knowledge, there are no circumstances, which would justify
             such revocation or withdrawal.

      6.1.13 LITIGATION. Except as disclosed in Schedule 6.1.13, the Companies
             are not party to any court or administrative proceedings, including
             arbitration proceedings, either as plaintiff or defendant, having a
             litigation value (Streitwert) exceeding EUR 50,000 (in words: Euro
             fifty thousand) in the individual case.


                                       37

      6.1.14 SHOP AGREEMENTS. Schedule 6.1.14 contains a list of all material
             shop agreements (i.e. agreements which are entered into between a
             Company and a representative body of employees of a Company, unless
             such agreements repeat mandatory statutory law only) existing as of
             the Signing Date and providing for any of the following:

             (i)   benefit or incentive plans relating to a change of control in
                   a Company;

             (ii)  limitations to terminate employment agreements, including
                   agreements providing for severance payments; or

             (iii) obligations of a Company to make specific investments or to
                   guarantee the employment of a certain number of employees.

      6.1.15. LABOR STRIKES AND VIOLATION OF LAWS. Except as disclosed in
             Schedule 6.1.15, none of the Companies is experiencing:

             (i)   any strike, slowdown, or work stoppage by or lockout of its
                   employees; or

             (ii)  any lawsuit relating to the alleged violation of any law or
                   order applicable in Germany and Italy and relating to
                   discrimination, civil rights, workers' safety or working
                   conditions,

             which would have a Material Adverse Effect.

      6.1.16 TAX MATTERS. Except as disclosed in Schedule 6.1.16

             (i)   all taxes owed or to be payable by any Company under
                   applicable laws and relating to periods ending on or before
                   the Economic Transfer Date have been paid or have been
                   accrued for in the year-end accounts of the relevant Company
                   (Einzelabschluss) as at the Economic Transfer Date. For
                   purposes of this Agreement "TAXES" means any taxes and public
                   dues, including but not limited to income tax, value-added
                   tax, trade tax, wage tax, withholding tax, sales tax,
                   property or transfer tax under mandatory law, or customs
                   duties (Zolle) or social security contributions, together
                   with any interest, penalty or addition to taxes (Steuerliche
                   Nebenleistungen) imposed by any governmental authority
                   responsible for the imposition of such taxes;

             (ii)  as of the Signing Date, the Companies are subject only to
                   general tax audits (Allgemeine Betriebsprufungen) and to
                   special tax audits as far


                                       38

                   as the type of tax requires them (Besondere Betriebsprufungen
                   - especially VAT and wage taxes but not subject to any
                   disputes regarding Taxes);

             (iii) all tax returns required to be filed by the Companies on or
                   before the Signing Date have been filed and are true and
                   correct in all material respects;

             (iv)  there has been no notice or any written claim, action, suit,
                   proceeding or investigation now pending against or with
                   respect to any Company in respect of any Taxes;

             (v)   no tax authority in a jurisdiction where a Company is not
                   paying Taxes has made a claim or written assertion that a
                   Company is or may be subject to Taxes by such jurisdiction,
                   otherwise than by deduction of Taxes at source.

                   Purchasers, to the degree legally permissible, further agree
                   that they shall not (and Purchasers shall ensure that none of
                   the Companies shall) make, change, modify or withdraw any tax
                   filings for the tax periods until and including 30 September
                   2003 (or agree to any of the foregoing) without the prior
                   written consent of Sellers which shall not unreasonably be
                   withheld, unless required by law or to make a factually
                   correct filing.

      6.1.17 FINANCIAL STATEMENTS 2002 AND 2003. Except as disclosed in Schedule
             6.1.17, the audited consolidated year end accounts
             (Konzernabschluss) of EDH as at 30 September 2002 and the audited
             consolidated year end accounts of EDH as at 30 September 2003, in
             each case consisting of the balance sheet, the profit and loss
             statement and the notes (Anhang) thereto ("FINANCIAL STATEMENTS
             2002 and FINANCIAL STATEMENTS 2003", respectively) have in all
             material respects been prepared in accordance with German generally
             accepted accounting principles applying to EDH consistent with past
             practice and present a true and fair view of the assets and
             liabilities (Vermogenslage), financial position (Finanzlage) and
             earning positions (Ertragslage) in accordance with Section 297 (2)
             of the German Commercial Code (HGB) of the EDH Group taken as a
             whole, as of the relevant balance sheet date or the relevant
             period, as the case may be.

      6.1.18 NO MATERIAL ADVERSE CHANGES / CONDUCT OF BUSINESS. Except as
             disclosed in Schedule 6.1.18, and apart from changes resulting
             from, or relating to, general political developments or
             developments of the economy in general or in the

                                       39

             relevant marketplace, to Sellers' Knowledge during the period from
             Economic Transfer Date until the Signing Date no event has occurred
             or action been taken which would qualify as a breach of the
             covenants set forth in Section 10 had such covenants already been
             in place for the period of time between the Economic Transfer Date
             and the Signing Date.

      6.1.19 DEALINGS WITH SIRONA GROUP. Except as disclosed in Schedule 6.1.19
             the supply relationships between Sirona Beteiligungs- und
             Verwaltungsgesellschaft mbH or any of its affiliates as supplier
             and any of the Companies as distributor are at arm's length terms.

      6.1.20 PRODUCT LIABILITY. Except as disclosed in Schedule 6.1.20, no
             product liability claims (Produkthaftungsanspruche) in connection
             with any products sold by the Companies prior to the Economic
             Transfer Date are pending (anhangig) against any of the Companies.
             The products of the Companies sold prior to the Economic Transfer
             Date do not have any defects, which could give rise to any such
             product liability claims.

      6.1.21 ENVIRONMENTAL LIABILITIES. To Sellers' Knowledge, except as
             disclosed in Schedule 6.1.21 and further except where the
             inaccuracy of the statement would not have a Material Adverse
             Effect

             (i)   the Companies are in compliance with all laws relating to
                   pollution and the protection of the environment and material
                   for the operations of the EDH Group, taken as a whole
                   (collectively "ENVIRONMENTAL LAWS");

             (ii)  as of the Signing Date, no Company has received in writing
                   any notice or communication stating or alleging that it is in
                   violation of any Environmental Laws;

             (iii) between January 2000 and the Signing Date, no Company has
                   received by the competent environmental authorities a written
                   notice or communication to conduct any kind of investigation
                   audit, survey or similar examination of environmental
                   conditions;

             provided, however, that Purchasers shall not have any claims under
             this Section 6.1.21 if after the Signing Date Purchasers, or after
             the Closing Date Purchasers or any of the Companies,

                   (a)  conduct any kind of investigation, audit, survey or
                        similar examination of the soil, ground water or other
                        environmental conditions of the premises of any Company,
                        apart from the


                                       40

                        review of pertinent documentation and the conduct of
                        interviews and the mere visual inspection of the surface
                        of the soil without any kind of drilling or opening of
                        the soil ("ENVIRONMENTAL EXAMINATION"), without being
                        required to do so under a court judgement or
                        administrative order unless there is a valid business
                        reason other than merely or predominantly to trigger a
                        liability of Sellers under this Section 6.1.21,

                   (b)  solicit, trigger or otherwise actively cause, directly
                        or indirectly, any Environmental Examination by any
                        governmental authorities or any other party unless there
                        is a valid business reason other than merely or
                        predominantly to trigger a liability of Sellers under
                        this Section 6.1.21.

             For the avoidance of doubt, Sellers shall not be liable for any
             contamination if and to the extent it did not exist as of the
             Closing Date, in particular if and to the extent a contamination
             requiring clean-up results from

                   (v)  any non-compliance of Purchasers or the Companies with
                        Environmental Laws after the Closing Date;

                   (w)  negligent omissions to take actions required to be taken
                        by the Purchasers or the Companies under applicable laws
                        and relating to environmental matters after the Closing
                        Date;

                   (x)  any negligent act or omission of any employee or any
                        other representative of, or service provider to, the
                        Companies after the Closing Date.

                   The other general limitations to Sellers' liability under or
                   in connection with this Agreement shall remain unaffected.

      6.1.22 COMPLIANCE WITH LAWS. To Sellers' Knowledge, except as disclosed in
             Schedule 6.1.22, each Company is in all material respects in
             compliance with the laws and regulations of any jurisdiction
             applicable to the Companies' and all orders, decrees or rulings of,
             or restrictions imposed by, any judicial, governmental or
             regulatory body (collectively "LAWS AND ORDERS") in all relevant
             jurisdictions. To Sellers' Knowledge, no material non-compliance
             with the Laws and Orders has been alleged in writing to the
             Companies and, to Sellers' Knowledge, there are no circumstances,
             which would justify such allegations. To Sellers' Knowledge, none
             of the Companies is subject to any material administrative or
             material criminal investigations and no such material
             investigations


                                       41

             have been threatened in writing to the Companies, and to Seller's
             Knowledge, no circumstances exist, which would justify the
             initiation of such a material investigation.

      6.1.23 EMPLOYEES. Schedule 6.1.23 (i) includes for each Company a correct
             and complete list of its employees (Arbeitnehmer) on an anonymous
             basis with various information related to such employees. Except as
             disclosed in Schedule 6.1.23 (ii), none of the Companies have
             increased any of their directors' or employees' remuneration or
             benefit entitlements after the Economic Transfer Date other than in
             accordance with (i) the terms of the relevant employment and
             service agreements in force as of the Economic Transfer Date, (ii)
             applicable shop or collective bargaining agreements, (iii) past
             practise or (iv) as part of the Stay Bonus Arrangements. None of
             the Sellers' Knowledge Individuals has given written notice of
             termination and, to Seller's Knowledge, no circumstances exist that
             any of these employees is giving notice of termination (provided
             that for the purpose of defining Sellers' Knowledge in this
             particular case, the knowledge of the Sellers' Knowledge
             Individuals shall be disregarded in respect of themselves).
             Schedule 6.1.23 (iii) includes for each Company a correct and
             complete list of certain pension obligations.

      6.1.24 REAL ESTATE. Except for the real estate listed in Schedule 6.1.24
             (i) the Companies do not own any real estate. The real estate used
             by the Companies is listed in Schedule 6.1.24 (ii).

6.2   CONSENTS. Purchasers acknowledge that certain consents may be required in
      connection with contracts of the Group Companies containing
      change-of-control provisions and that such consents have not been
      obtained. While Sellers shall take reasonable efforts to assist Purchasers
      in obtaining such consents, Purchasers agree that Sellers shall not have
      any liability arising from the failure to obtain such consents and that no
      guarantee, covenant or other obligation of Sellers shall be breached and
      no condition shall be deemed not to have been satisfied as a result (i) of
      the failure to obtain such consent, (ii) the termination of any such
      contract or (iii) any lawsuit commenced or threatened arising from the
      failure to obtain such consent or the termination of such contract.

6.3   NO OTHER GUARANTEES. Purchasers agree to purchase and accept the Sold
      Assets and the EDH Dental Business in their condition they are in on the
      Closing Date based upon its own inspection, examination and determination
      with respect thereto as to all matters and without reliance upon any
      express or implied guarantees, representations or warranties of any nature
      made by or on behalf of or imputed to Sellers, except only for the
      guarantees expressly set forth in this Agreement. Sellers do therefore not
      give or assume any guarantees other than those set forth in this Agreement
      and none of the


                                       42

      Sellers' Guarantees shall be construed as a guarantee or representation
      with respect to the quality of the purchase object within the meaning of
      Sections 276 Subsec. 1, 443 German Civil Code (Garantie fur die
      Beschaffenheit der Sache). Without limiting the generality of the
      foregoing, Purchasers acknowledge that Sellers make no guarantees,
      representations or warranties with respect to:

      (i)   any projections, estimates or budgets delivered or made available to
            Purchasers of future revenues, future results of operations (or any
            component thereof), future cash flows or future financial conditions
            (or any component thereof) or the future business and operations of
            the EDH Dental Business or the EDH Group;

      (ii)  any other information or documents made available to Purchasers or
            their counsel, accountants or other advisers with respect to the EDH
            Dental Business or the EDH Group, except as expressly set forth in
            Section 6 of this Agreement;

      (iii) the enforceability and collectibility of the Shareholder Loans
            (i.e., the ability and obligation of EDH to repay the relevant
            Shareholder Loans)

      provided, however, that to Sellers' Knowledge none of the information nor
      documents made available to Purchasers or their counsel, accountants or
      other advisers with respect to the EDH Dental Business or the EDH Group is
      untrue inaccurate in any material respect.

                                    SECTION 7
                             PURCHASER'S GUARANTEES

      Purchasers guarantee to Sellers as of the Signing Date and Closing Date:

7.1   ENFORCEABILITY / NO CONFLICT. This Agreement constitutes the legal, valid
      and binding obligation of Purchasers, enforceable against Purchasers in
      accordance with its terms, except as the enforceability thereof may be
      limited by bankruptcy, insolvency, reorganization, moratorium or other
      similar laws relating to or affecting the rights of creditors generally
      and except that the remedy of specific performance and injunction relief
      and other forms of equitable relief may be subject to equitable defences
      and to the discretion of the court before which any proceeding may be
      brought. Purchasers have the power and authority to execute this Agreement
      and to perform their obligations under this Agreement, and the Transaction
      have been duly authorised and approved by all necessary corporate action
      of Purchasers.


                                       43

7.2   LITIGATION. There is no action, suit, investigation or proceeding pending
      against, or to the knowledge of Purchasers, as of the Signing Date,
      threatened against or affecting Purchasers before any court or arbitrator
      or governmental body, agency or official body which in any manner
      challenges or seeks to prevent, enjoin, alter or materially delay the
      Transaction.

7.3   FINANCIAL CAPABILITY. Purchasers have sufficient immediately available
      funds or binding and unconditional and irrevocable financing commitments
      to make all payments required to be made under or in connection with this
      Agreement.

7.4   FINDERS' FEES. Purchasers have no obligation or liability to pay any fees
      or commissions to any broker, finder or agent with respect to the
      Transaction for which Sellers could become wholly or partly liable.

                                    SECTION 8
                                    REMEDIES

8.1   LIMITATION OF REMEDIES. In the event of a breach or non-fulfilment of any
      guarantee, covenant or other obligation of Sellers contained in this
      Agreement, Sellers shall put the relevant Purchaser, or at the option of
      the relevant Purchaser, the respective Company into the same position it
      would have been in if Sellers' Guarantees, covenants or other obligation
      contained in this Agreement had been fulfilled or had not been breached
      (Naturalrestitution), or, at the option of Sellers, pay damages for
      non-performance (kleiner Schadenersatz). For purposes of determining the
      liability of Sellers, only the actual losses incurred by the respective
      Company or Purchasers shall be taken into account and not any potential or
      actual reduction (Minderung) in the value of the Companies or the relevant
      Purchaser. Sellers shall in no event be liable for any indirect damages
      (mittelbare Schaden), consequential damages (Folgeschaden), indirect
      losses caused by business interruption (Betriebsunterbrechungschaden) or
      lost profits (entgangener Gewinn), damages incidental to any breach or
      non-fulfilment of the independent guarantees (Schaden anlasslich einer
      Verletzung einer selbstandigen Garantie) or any internal costs (i.e.,
      non-out of pocket expenses) incurred by the Companies or the relevant
      Purchaser, it being understood that in case of a third party claim
      constituting a liability that triggers a Purchaser Claim such liability
      will be considered as a direct damage within the meaning of this Agreement
      even if it includes consequential damages, losses and lost profits. If and
      to the extent damages are paid to any of the Companies, such payments
      shall be effected as contributions (Einlagen) made by Purchasers into the
      respective Company.

8.2   PURCHASER CLAIM PROCEDURE. In the event of any breach or non-fulfilment of
      Sellers' Guarantees, covenants or other obligation contained in this
      Agreement or in case of


                                       44

      any other claim of a Purchaser against Sellers' under or in connection
      with this Agreement ("PURCHASER CLAIM"), Purchaser will give Sellers
      written notice of such breach or non-fulfilment, without undue delay (ohne
      schuldhaftes Zogern) after its discovery but within twenty five (25)
      Business Days thereafter stating in such notice in reasonable detail the
      nature thereof and the amount involved, to the extent that such amount has
      been determined at the time when such notice is given. Without prejudice
      to the validity of the Purchaser Claim or alleged claim in question,
      Purchaser shall allow, and cause the Companies to allow, Sellers and their
      accountants and professional advisers to investigate the matter or
      circumstance alleged to give rise to such Purchaser Claim. Purchaser shall
      give and cause the Companies to give such information and assistance,
      including, during normal business hours and upon prior written notice,
      access to Purchaser's and the Companies' premises and personnel, including
      the right to examine and copy or photograph any assets, accounts,
      documents and records, as Sellers or their accountants or professional
      advisers may request, provided it is done in such a way so as to minimize
      business disruption.

8.3   LIMITATION OF SELLERS' LIABILITY. Sellers shall not be liable for, and
      Purchasers shall not be entitled to bring any Purchaser Claim, if and to
      the extent that:

      8.3.1 the matter to which the Purchaser Claim relates has been taken into
            account in the Financial Statements 2003 by way of a provision
            (Ruckstellung), or depreciation (Abschreibung), or exceptional
            depreciation (au(beta)erplanma(beta)ige Abschreibung), or
            depreciation to reflect lower market values (Abschreibung auf den
            niedrigeren beizulegenden Wert) or otherwise;

      8.3.2 the amount of the Purchaser Claim is actually recovered from a third
            party (including any agreement by virtue of which any shares in the
            Companies have (directly or indirectly) been acquired) or under an
            insurance policy in force on the Signing Date, provided, however,
            that if the relevant Purchaser could recover the amount of the
            Purchaser Claim from a third party or an insurance policy in force
            on the Signing Date, the relevant Purchaser shall use all reasonable
            efforts to recover the amount of the Purchaser Claim from the
            relevant third party or the relevant insurer, as the case may be, as
            soon as possible and in case of such recovery reimburse Sellers for
            any payments already made in respect of the Purchaser Claim up to
            the amount recovered. At the request of Sellers, Purchasers shall
            assign the relevant claim to Sellers and deliver to Sellers all
            relevant documents related to such Purchaser Claim subject to
            applicable law. In the case that Purchasers could not recover such
            amount within a period of eighteen (18) months as from the Closing
            Date, the relevant Purchaser is entitled to assign the relevant
            claim to Sellers who are obliged to accept such assignment, unless
            they release the relevant Purchaser from its obligation to further
            pursue the possibility of recovery.


                                       45

      8.3.3 the payment or settlement of any item giving rise to a Purchaser
            Claim results in a tax benefit realized by the Companies or
            Purchasers, i.e. when the payment or settlement leads to a tax
            deductible expense within the fiscal year of the relevant Company in
            which such payment or settlement is made and this tax deductible
            expense does not only increase a tax loss carry forward;

      8.3.4 the Purchaser Claim results from a failure of Purchasers or the
            Companies to mitigate damages pursuant to Section 254 German Civil
            Code;

      8.3.5 the matter to which the Purchaser Claim relates was actually known
            by the persons listed on Exhibit 8.3.5 (i) as of the Closing Date,
            taking into account that Purchasers and in particular these persons,
            prior to entering into this Agreement, had the opportunity to
            thoroughly review the condition of the EDH Group and the EDH Dental
            Business under commercial, technical, organisational, financial,
            environmental and legal aspects and, in this connection, to hold
            discussions with managing directors and other senior employees of
            the Companies, and to inspect any relevant real estate; without
            limiting the generality of the foregoing. Purchaser shall be deemed
            to have knowledge of all matters disclosed in (i) the Information
            Memorandum; (ii) the Vendor Due Diligence Report of
            PricewaterhouseCoopers, (iii) the PricewaterhouseCoopers Tax Status,
            each as disclosed to Purchaser; (iv) any documents listed in the
            specific data room index attached hereto as Exhibit 8.3.5 (ii) to
            the extent that a reasonable purchaser would have logically
            concluded that a Purchaser Claim exists from such disclosure, and
            (v) the written answers to any information requests of Purchaser
            attached hereto as Exhibit 8.3.5 (iii);

      8.3.6 the Purchaser Claim results from or is increased by the passing of,
            or any change in any law, statute, ordinance, rule, regulation,
            common law rule or administrative practice of any government,
            governmental department, agency or regulatory body including
            (without prejudice to the generality of the foregoing) any increase
            in the rates of any taxes or any imposition of any taxes or any
            withdrawal or relief from any taxes, not actually in effect at the
            Closing Date;

      8.3.7 Sellers were prejudiced by the Purchasers' failure to observe the
            procedures set forth in Sections 8.2 and 8.4;

      8.3.8 in respect of a Purchaser Claim under Section 6.1.16 (without
            prejudice to the generality of Section 8.3.3), if and to the extent


                                       46

            (i)   the breach of the relevant Sellers' Guarantees results only in
                  a loss or reduction of tax loss carry-forwards;

            (ii)  Purchasers impair any obligation of the Companies or Sellers
                  regarding the preparation of any tax returns of any of the
                  Companies for assessment periods (Veranlagungszeitraume) up to
                  and including the Economic Transfer Date ("TAX RETURNS");

            (iii) Tax Returns already prepared by Sellers or any of the
                  Companies prior to the Closing Date should not be filed
                  accordingly by Purchasers or any of the Companies, provided
                  that such Tax Returns have been applied in accordance with
                  applicable laws and accounting practices; or

            (iv)  any of the Tax Returns which have already been filed should be
                  changed, modified or withdrawn by Purchasers and/or Companies
                  without prior written consent of Sellers which may not be
                  unreasonably withheld;

      8.3.9 either Purchasers or the Companies have caused or partially caused
            (verursacht oder mitverursacht) such Purchaser Claim after the
            Closing Date or by Purchasers after the Signing Date, e.g., by way
            of any kind of (corporate) restructurings leading to a retroactive
            reclassification of the tax treatment of M+W KG, DentalMV or M+W
            Verwaltung, or by the way the repayment of Bank Debt will be booked
            on the level of the relevant Companies, provided however that
            Purchasers shall be authorized to initiate tax audits with respect
            to any of the Companies.

      When calculating the amount of the liability of Sellers under this
      Agreement all advantages in connection with the relevant matter shall be
      taken into account (Vorteilsausgleich) and Sellers shall not be liable
      under this Agreement in any respect of any Purchaser Claim for any losses
      suffered by Purchasers or the Companies to the extent of any corresponding
      savings by or benefit to the Purchasers, any Affiliate of Purchasers or
      any Company arising therefrom.

8.4   THIRD PARTY CLAIM PROCEDURE. If the Companies or Purchasers are sued or
      threatened to be sued by a third party, including any governmental
      agencies, or if the Companies or Purchasers are subjected to any audit or
      examination by any tax authority ("THIRD PARTY CLAIM"), which may give
      rise to a Purchaser Claim, Purchasers shall give Sellers immediately
      (unverzuglich) written notice of such Third Party Claim. Purchasers shall
      ensure that Sellers shall be provided with all material, information and
      assistance relevant in relation to the Third Party Claim, be given
      reasonable opportunity to comment or discuss with Purchasers any measures
      which Purchasers


                                       47

      proposes to take or to omit in connection with a Third Party Claim. In
      particular, Sellers shall be given the opportunity to comment on,
      participate in, and review any reports, all relevant tax and social
      security audits or other measures and receive without undue delay copies
      of all relevant orders e.g. (Bescheide) of any authority, in each case
      subject to applicable law. No admission of liability shall be made by or
      on behalf of Purchasers or the Companies and the Third Party Claim shall
      not be compromised, disposed of or settled without the prior written
      consent of Sellers, which shall not be unreasonably withheld. Further,
      however, subject to prior consultation with Purchasers and subject to
      Purchasers' prior written consent, which shall not be unreasonably
      withheld, Sellers shall be entitled at their own discretion to take such
      action (or cause Purchasers or the Companies to take such action) as it
      deems necessary to avoid, dispute, deny, defend, resist, appeal,
      compromise or contest such Third Party Claim (including making counter
      claims or other claims against third parties) in the name of and on behalf
      of Purchasers or the Companies concerned and Purchasers will give and
      cause the Companies to give (subject to them being paid all reasonable
      out-of-pocket costs and expenses), all such information and assistance, as
      described above, including during normal business hours and upon prior
      written notice access to premises and personnel and including the right to
      examine and copy or photograph any assets, accounts, documents and records
      for the purpose of avoiding, disputing, denying, defending, resisting,
      appealing, compromising or contesting any such claim or liability as
      Sellers or their professional advisers may reasonably request provided it
      is done in such a way so as to minimize business disruption. Sellers agree
      to use all such information confidentially only for such purpose and to
      treat them confidentially. To the extent that Sellers are in breach of a
      Sellers' Guarantee or covenant, all costs and expenses reasonably incurred
      by Sellers in defending such Third Party Claim shall be borne by Sellers.

8.5   APPORTIONMENT OF LIABILITY / NO JOINT LIABILITY. Any liability for a
      breach of the guarantees given under Section 6.1.1, 6.1.2, 2nd Sentence,
      and 6.1.7 shall accrue only to the Seller that has given the respective
      guarantee. In case of any other liability under or in connection with this
      Agreement the Krugg Seller shall only be liable for the percentage set
      forth in Exhibit 8.5 of the total liability and the remaining percentage
      of the total liability set forth in Exhibit 8.5 shall accrue to the EDH
      Sellers, provided, however that each EDH Seller shall only be liable for
      such portion of this remaining liability (after deducting the portion for
      which Krugg Seller is liable) pro rata to the amount of the relevant
      percentage of its shareholding in EDH. In no case shall any liability of
      Sellers under or in connection with this Agreement be a joint liability of
      Sellers (Gesamtschuld), i.e., no Seller shall be held liable for a
      liability of any other Seller but Sellers shall be liable for any
      liabilities of Sellers under or in connection with this Agreement only as
      single debtors (Teilschuldner).


                                       48

8.6   NO DOUBLE RECOVERY. For the avoidance of doubt, no Party shall be entitled
      to recover one and the same damage or loss more than once under or in
      connection with this Agreement.

8.7   SOLE REMEDY. Any claims of Purchasers under or in connection with this
      Agreement shall be limited to claims against Sellers that can be satisfied
      by the Holdback Escrow Amount. Purchasers shall in no event be entitled to
      make any direct claims against any Sellers which will not be covered by
      the Holdback Escrow Amount. Any liability of Sellers and recourse by
      Purchasers shall at all times be solely limited to the Holdback Escrow
      Amount kept by the Escrow Agent in accordance with the Escrow Agreement
      and not be directed to any of the Sellers.

8.8   MODIFIED REMEDIES FOR TITLE GUARANTEE. In the case of a breach of Section
      6.1.2 (i) or (ii) in respect of the EDH Shares and the Krugg Seller Shares
      the following specific amendments to Sellers' liability under this
      Agreement will apply:

      8.8.1 Share Purchasers shall be entitled to claims for specific
            performance (Erfullung) and consequential damages (Folgeschaden);

      8.8.2 the Liability Cap will not apply, but the aggregate liability of
            each individual Seller will be limited to the pro rata portion of
            the Purchase Price attributable to the EDH Shares and the Krugg
            Seller Shares of each individual Seller;

      8.8.3 the Time Limitation will be extended to a period ending five (5)
            years as from the Closing Date;

      8.8.4 in the case that the guarantees in Section 6.1.2 (i) or (ii) have
            been breached in respect of the EDH Shares and the Krugg Seller
            Shares due to a mere technical or formal problem (e.g., if a
            notarial deed contains a technical or formal mistake rendering the
            transfer of title invalid) all Sellers will use their best efforts
            to cooperate with each other and with Share Purchasers in order to
            remedy such defect/problem, in particular to ensure that the split
            of shares and ownership structure set forth in Section 1.1 will be
            put in place. This clause shall, however, not increase the overall
            liability of Sellers for a breach of Sections 6.1.2 (i) and (ii) in
            respect of the EDH Shares and the Krugg Seller Shares as set forth
            in Section 8.8.2;

      8.8.5 Share Purchasers shall first raise Purchaser Claims against the
            Holdback Escrow Amount before pursuing any Purchaser Claims against
            any Sellers directly.


                                       49

      it being understood that no further rights, other than those expressly set
      forth in this Section 8.8, in particular no further rights of withdrawal,
      will be conferred on Share Purchasers.

8.9   TREATMENT OF HOLDBACK ESCROW AMOUNT. In view of Sellers' separate
      liability (teilschuldnerische Haftung) as set forth in Section 8.5, the
      sole remedy principles set forth in Section 8.7 as well as the modified
      remedies for title guarantees set forth in Section 8.8 and for the
      avoidance of doubt, the Parties agree that the Holdback Escrow Amount will
      not be available to Purchasers as a whole but only in the relevant
      liability portions set forth in Section 8.5, i.e., the Holdback Escrow
      Amount of EUR 10,000,000 (in words: Euro ten million) will only be paid
      into one single account for practicality reasons, but not for reasons of
      joint liability, so that for purposes of any Purchaser Claim the Holdback
      Escrow Amount will be separated into 45 different and separate portions
      reflecting the pro-rata amount of the Purchase Price attributable to
      Sellers ("PRO-RATA ESCROW AMOUNT"), so that in no event whatsoever, one
      Seller would ever be jointly liable for any liability of another Seller or
      for more than the portion of his part of the liability set forth in
      Section 8.5. However, if the Pro-rata Escrow Amount is already used up by
      Purchaser Claims based on a breach of Section 6.1.2 (i) or (ii) in respect
      of the EDH Shares or the Krugg Seller Shares or other Purchaser Claims,
      the liability of the relevant Seller will not be limited to the Pro-rata
      Escrow Amount, but be increased by the amount of the Pro-rata Escrow
      Amount which has already been used to satisfy Purchaser Claims based on a
      breach of Section 6.1.2 (i) or (ii) in respect of the EDH Shares or the
      Krugg Seller Shares.

      Example: If the portion of the Holdback Escrow Amount attributable to
      Seller 25 was EUR 200,000 and the relevant share sold by Seller 25 under
      this Agreement is affected by a title defect triggering a liability of EUR
      300,000, Purchasers can only claim EUR 200,000 against the Holdback Escrow
      Amount and the remaining EUR 100,000 from Seller 25 directly but only up
      to the portion of the Purchase Price attributable to Seller 25. However,
      if thereafter another general guarantee set forth in Section 6 is breached
      triggering a liability of EUR 1,000,000, Purchasers will only be able to
      claim against the Escrow Account the amount recoverable from all Sellers
      other than Seller 25, as the relevant portion of the Holdback Escrow
      Amount attributable to Seller 25 has already been used up, so that the
      remaining liability for all other shareholders will be limited to the
      amount of EUR 1,000,000 less a percentage equal to the percentage of the
      Holdback Escrow Amount attributable to Seller 25. The remaining amount up
      to EUR 200,000 can, however, be claimed directly from the relevant Seller
      25.


                                       50

                                    SECTION 9
                   EXPIRATION OF CLAIMS / LIMITATION OF CLAIMS

9.1   TIME LIMITATIONS. All claims of Purchasers arising under or in connection
      with this Agreement shall be time-barred on 30 April 2005 except for
      claims of Purchasers pursuant to Section 8.8 or for claims of Purchasers
      arising as a result of wilful, fraudulent or intentional breaches of
      Sellers' obligations under this Agreement which shall be time barred in
      accordance with the statutory rules in Sections 195, 199 German Civil Code
      ("TIME LIMITATIONS").

9.2   EXCLUSION OF STATUTORY LIMITATION RULES. To the extent legally permissible
      Sections 203 and 209 German Civil Code shall not apply. Any limitation
      period pursuant to this Agreement shall be interrupted only in the event
      that a statement of claims is filed with the arbitral tribunal or
      competent court, as the case may be, within the relevant Time Limitations.

9.3   DE MINIMIS AND BASKET. Sellers shall only be liable under or in connection
      with this Agreement if and to the extent that: (i) the amount recoverable
      under this Agreement with respect to the individual claim made exceeds EUR
      100,000 (in words: Euro one hundred thousand) ("DE MINIMIS AMOUNT")
      provided, however, that claims which are based on factually coherent
      matters (auf demselben Lebenssachverhalt beruhend) can be aggregated and
      (ii) the aggregate amount recoverable under this Agreement with regard to
      all claims made (excluding claims which do not exceed the De Minimis
      Amount in the individual case) exceeds EUR 1,250,000 (in words: Euro one
      million two hundred fifty thousand) ("BASKET") i.e., only if both the De
      Minimis Amount and the Basket are exceeded, Sellers shall be liable under
      this Agreement in the full amount, subject to the other provisions of this
      Section 9. The Parties agree that the terms Material Adverse Effect,
      material or any similar materiality qualifier in any of the guarantees in
      Section 6 will be disregarded for purposes of determining of whether or
      not the De Minimis Amount and the Basket are exceeded or reached, as the
      case may be.

9.4   LIABILITY CAP. Subject to Section 8.8.2, the aggregate liability of
      Sellers for any possible claims under and in connection with this
      Agreement shall not exceed EUR 10,000,000 (in words: Euro ten million)
      ("LIABILITY CAP"), which will be covered by the Holdback Escrow Amount and
      cannot be directly claimed from any of the Sellers.

9.5   EXCLUSION OF STATUTORY RIGHTS. The Parties agree that the remedies which
      Purchasers, or any of the Companies, may have against Sellers for breach
      of obligations set forth in this Agreement are solely governed by this
      Agreement, and the remedies provided for in this Agreement shall be the
      exclusive remedies available to Purchasers or the Companies. Apart from
      the rights of Purchasers under Section 5 above (i) any right of


                                       51

      Purchasers to withdraw (zurucktreten) from this Agreement or to require
      the winding up of the Transaction (e.g. by way of gro(beta)er
      Schadensersatz or Schadenersatz statt der Leistung), (ii) any claims for
      breach of pre-contractual obligations (culpa in contrahendo, including
      claims arising under Sections 241 Subsec. 2, 311 Subsec. 2 (3) German
      Civil Code) or ancillary obligations (positive Forderungsverletzung,
      including to claims arising under Sections 280, 282 German Civil Code),
      (iii) frustration of contract pursuant to Section 313 German Civil Code
      (Storung der Geschaftsgrundlage), (iv) all remedies of Purchaser for
      defects of the Sold Assets under Sections 437 through 441 German Civil
      Code and (v) any and all other statutory rights and remedies, if any, are
      hereby expressly excluded and waived by Purchasers, except for claims for
      wilful deceit (arglistige Tauschung) and other intentional breach of
      contract (vorsatzliche Vertragsverletzungen). The Parties agree that
      Sellers' Guarantees are only designed for the specific remedies of
      Purchasers set forth in Section 6 above and the restrictions contained in
      this Section 9 and that Sellers' Guarantees shall not serve to provide
      Purchasers with any other claims than those set forth in this Agreement.
      The Parties further agree that under no circumstances shall Sellers'
      Guarantees be construed as representations of Sellers with respect to the
      quality of the purchase object within the meaning of Sections 276 Subsec.
      1, 443 German Civil Code (Garantie fur die Beschaffenheit der Sache) and
      therefore, Purchaser explicitly waives the application of Section 444
      German Civil Code.

                                   SECTION 10
                                SELLERS' COVENANT

SELLERS' COVENANT. Except as set forth in Exhibit 10, during the period between
the Reference Date and the Closing Date and to the extent legally permissible,

10.1  Sellers shall use all reasonable efforts to ensure that the Companies
      shall (i) preserve their material customer relationships, (ii) preserve
      the Material Assets in good working condition, reasonable wear and tear
      excepted.

10.2  Sellers shall undertake and procure that the Companies shall (i) keep the
      existing insurance for the EDH Dental Business in place, (ii) maintain
      accounting procedures consistent with past practice and (iii) maintain
      inventory holding levels substantially consistent with past practice.

10.3  Sellers shall undertake and procure that the Companies shall conduct the
      EDH Dental Business in the ordinary course of business and not, except in
      the ordinary course of business and consistent with past practice, (i)
      adopt any material change in the articles of association of the Companies,
      (ii) make any dividend payments or other distributions of such kind to
      Sellers or Affiliates of Sellers, (iii) allot, issue, redeem or


                                       52

      repurchase any shares of the Companies, (iv) merge or consolidate with any
      other person (other than the Companies), (v) make any material capital
      expenditure (i.e. exceeding an amount of EUR 2,000,000) (in words: Euro
      two million) (unless reflected in the business plan of the EDH Group which
      has been disclosed to Purchaser), (vi) enter into any agreements exceeding
      a contract value of EUR 500,000 (in words: Euro five hundred thousand) or
      with onerous terms, (vi) cancel or waive any claims or rights of a value
      exceeding in the individual case EUR 500,000 (in words: Euro five hundred
      thousand), (vii) enter into any agreement or arrangement with Sellers or
      an Affiliate with Sellers not at arm's length terms, (viii) commence any
      litigation with a dispute value (Streitwert) in excess of EUR 250,000 (in
      words: Euro two hundred fifty thousand), (ix) shorten or lengthen the
      customary payment cycles for any receivables or payables, (x) acquire or
      dispose of any material business or (xi) agree in writing to do any of the
      foregoing, provided however, that Sellers and any of the Companies may
      enter into bonus agreements with any of the Companies' employees and/or
      any of their managing directors in an aggregate maximum amount of EUR
      1,077,000 (in words: Euro one million seventy seven thousand), which
      amounts shall be borne by the Companies and are already reflected in the
      Purchase Price ("STAY BONUS ARRANGEMENTS").

                                   SECTION 11

                           [INTENTIONALLY LEFT BLANK.]

                                   SECTION 12
   RESTRICTION OF ANNOUNCEMENT / STAY BONUS / COOPERATION / CONFIDENTIALITY /
    NON-COMPETITION AND NON-SOLICITATION / PARENT LIABILITY / JOINT PURCHASER
                                   LIABILITY

12.1  RESTRICTIONS OF ANNOUNCEMENTS. Each of the Parties undertakes that prior
      to the Closing Date it will not make an announcement in connection with
      this Agreement unless required by applicable mandatory law or stock
      exchange regulations or the other Party hereto has given its consent to
      such announcement in writing, including the form of such announcement,
      which consents may not be unreasonably withheld and may be subject to
      conditions. If and to the extent any announcement or disclosure of
      information regarding the subject matter of this Agreement is to be made
      under applicable mandatory laws, in particular any applicable stock
      exchange regulations, the Party being concerned shall not disclose any
      such information without prior consultation with the other Party.

12.2  STAY BONUS. Purchasers acknowledge the Stay Bonus Arrangements (as defined
      in Section 10.3) made or to be made to certain of the managing directors
      and/or


                                       53

      employees of the EDH Group. If and to the extent that the Stay Bonus
      Arrangements should not have been validly made by any of the Companies,
      Purchasers agrees to provide for such payments to be effected in its own
      name as if such promises had been validly made by Purchaser itself under
      full discharge of the original debtors.

12.3  COOPERATION. Upon and after the Closing Date, Sellers and Purchasers shall
      each use their reasonable best efforts to execute and deliver or procure
      to be done, executed and delivered all such further acts, deeds,
      documents, instruments of conveyance, assignment and transfer and things
      as may be reasonably necessary to implement the terms of this Agreement.

12.4  CONFIDENTIALITY. The Parties agree to keep strictly confidential any
      information obtained by them in connection with the negotiation and
      conclusion of this Agreement with respect to the respective other party
      and its Affiliates unless otherwise agreed in writing between the Parties
      or required by applicable law.

12.5  CONFIDENTIALITY WAIVER. Each Party authorises every other Party (and each
      employee, representative or other agent of every other Party) to disclose
      to any and all persons, without limitation of any kind, the U.S. federal
      income tax treatment and tax structure of the Transaction and all
      materials of any kind (including opinions or other tax analyses) that are
      provided to such party related to such tax treatment and tax structure.

12.6  NON-COMPETITION/ NON-SOLICITATION MAUSER AND FARK. Mr. Gotz Mauser and Mr.
      Martin Fark of Permira Beteiligungsberatung GmbH have entered into the
      non-competition and non-solicitation agreement with Purchaser attached
      hereto as Exhibit 12.6 ("NON-COMPETITION / NON-SOLICITATION AGREEMENT").
      The Parties expressly agree that none of the Sellers shall be subject to
      any kind of non-competition obligation or non-solicitation obligation with
      respect to any employees / managing directors of any of the Companies.

      Sellers will reimburse all reasonable costs incurred by Gotz Mauser and
      Martin Fark under or in connection with the Non-competition /
      Non-solicitation Agreement, including in particular any reasonable
      lawyer's fees for defending any claims raised by Purchaser against Gotz
      Mauser and Martin Fark, to the extent such claims are not validly based on
      wilful misconduct on the part of Gotz Mauser and Martin Fark. This
      obligation shall constitute an agreement for the benefit of third parties
      (echte Vereinbarung zugunsten Dritter) within the meaning of Section 328
      of the German Civil Code. No obligations shall attach to Purchasers in
      respect of Gotz Mauser and Martin Fark.

12.7  PARENT LIABILITY. Henry Schein will be jointly liable for any and all
      obligations of Purchaser under or in connection with this Agreement, even
      in case of a transfer of rights and obligations pursuant to Section 14.4.


                                       54

12.8  JOINT PURCHASERS' LIABILITY. All Purchasers will be jointly liable for any
      and all obligations of any Purchaser under or in connection with this
      Agreement, even in case of a transfer of rights and obligations pursuant
      to Section 14.4.

                                   SECTION 13
                          NOTICES / EXERCISE OF RIGHTS

13.1. NOTICES. All notices and other communications hereunder shall be made in
      writing and shall be delivered or sent by registered mail or courier to
      the addresses below or to such other addresses which may be specified by
      any Party to the other Parties in the future in writing:

      If to Sellers:

      Freshfields Bruckhaus Deringer
      Dr. Andreas von Werder
      Taunusanlage 11
      60329 Frankfurt am Main
      Germany

      with a copy to:

      Clifford Chance
      Volker Kullmann
      Theresienstrasse 4-6
      80333 Munich
      Germany

      If to Purchaser:

      Henry Schein, Inc.
      Attn.: General Counsel
      135 Duryea Road
      Melville, New York 11747
      USA


                                       55

      with a copy to:

      Baker & McKenzie
      Attn.: Dr. Bernd R. Mayer
      Neuer Zollhof 3
      40221 Dusseldorf
      Germany

13.2  EXERCISE OF RIGHTS. Any statements, declarations and notices of Sellers
      under or in connection with this Agreement as well as the Escrow Agreement
      may be validly made or given only by Dr. Volker Kullmann (with the address
      set forth in Section 13.1) on behalf of all Sellers and Sellers hereby
      authorize Dr. Volker Kullmann (with the address set forth in Section 13.1)
      to act in their name and on their behalf in making such statements,
      declarations and giving such notices. The same shall apply to the exercise
      of any rights by Sellers under or in connection with this Agreement.

13.3  SETTLEMENT OF PURCHASER CLAIMS. Sellers hereby appoint Dr. Volker Kullmann
      (with the address set forth in Section 13.1) ("APPOINTEE") to act in their
      name and on their behalf to negotiate, accept, compromise, admit to settle
      any Purchaser Claims arising out of or in connection with this Agreement,
      provided that this Section shall only apply (a) to Purchaser Claims other
      than in respect of a breach of Sections 6.1.2 (i) and (ii), unless the
      relevant defect on which the Purchaser Claims is based extends to all
      Shareholders, and (b) to Purchaser Claims in respect of which the Time
      Limitations have not yet expired, it being understood that in respect of
      Purchaser Claims based on a breach of Sections 6.1.2 (i) and (ii) and
      extending to all Sellers (as set forth in Section 13.3 (a)), the Time
      Limitations of Section 9.1 (and not the extended time limitation set forth
      in Section 8.8.3) will apply for purposes of this Section 13.3 (b). Any
      termination of such appointment is valid only if (a) made in writing and
      (b) if at the same time a new appointee is notified to the Purchaser.
      Sellers will pay to the Appointee all reasonable fees for Appointee's
      services and expenses incurred by Appointee. This obligation shall
      constitute an agreement for the benefit of third parties (echte
      Vereinbarung zugunsten Dritter) within the meaning of Section 328 of the
      German Civil Code. Any liability of the Appointee shall be limited to
      gross negligence (grobe Fahrlassigkeit) and wilful misconduct (Vorsatz)
      only.

                                   SECTION 14
                                  MISCELLANEOUS

14.1  FEES / COSTS / EXPENSES. All expenses, costs, fees and charges in
      connection with the Transactions including legal services, shall be borne
      by the Party commissioning the respective costs, fees and charges, in
      particular, the Companies shall not bear any


                                       56


      costs for lawyers, accountants, investment bankers and other advisors
      advising Sellers' in relation to the Transaction to the extent not already
      paid before the Economic Transfer Date. All notarial fees incurred with
      the notarisation of this Agreement and the agreements to be executed to
      implement the Transactions as well as all official fees charged by the
      cartel authorities in connection with the merger clearances required under
      this Agreement shall be borne by Purchasers. Purchasers shall also be
      responsible for the payment of any sales, transfer or stamp taxes, or
      other similar charges, payable by reason of the Transaction.

14.2  EXHIBITS AND SCHEDULES. All Exhibits and Schedules to this Agreement
      constitute an integral part of this Agreement and any reference to this
      Agreement includes this Agreement and its Exhibits as a whole. The
      disclosure of, or reference to, any matter in this Agreement (including
      any Exhibit and Schedule thereto) shall be deemed to be a disclosure.

14.3  ENTIRE AGREEMENT. This Agreement (including all Exhibits and Schedules
      hereto) comprises the entire agreement between the Parties concerning the
      subject matter hereof and supersedes and replaces all oral and written
      declarations of intention made by the Parties in connection with the
      contractual negotiations except for the Confidentiality Agreement dated 11
      September 2003. Changes or amendments to this Agreement (including this
      Section 14.3) must be made in writing by the Parties or in any other
      legally required form, if so required.

14.4  NO ASSIGNMENT. No Party shall be entitled to assign any rights,
      obligations or claims under this Agreement without the prior written
      consent of the other Party provided that the Purchasers may assign all
      rights and obligations under this Agreement to an Affiliate of the
      Purchasers without the express consent of the Sellers which is hereby
      granted, provided however that Purchasers will in any event remain jointly
      liable for all obligations of the relevant assignee under and in
      connection with this Agreement.

14.5  INTEREST DAYS. Interest payable under any provision of this Agreement
      shall be calculated on the basis of actual days elapsed divided by 365.

14.6  BUSINESS DAYS. "BUSINESS DAYS" shall be the days on which banks are open
      for business in Frankfurt am Main, Germany.

14.7  NO THIRD PARTY RIGHTS. This Agreement shall not grant any rights to, and
      is not intended to operate for, the benefit of third parties unless
      otherwise explicitly provided for herein.

14.8  HEADINGS. The headings in this Agreement are inserted for convenience only
      and shall not affect the interpretation of this Agreement; where a German
      term has been


                                       57


      inserted in quotation marks and/or italics it alone (and not the English
      term to which it relates) shall be authoritative for the purpose of the
      interpretation of the relevant English term in this Agreement.

14.9  SET-OFF / RETENTION. No Party, except as provided otherwise herein, shall
      be entitled (i) to set-off (aufrechnen) any rights and claims it may have
      against any rights or claims the other Party may have under this Agreement
      or (ii) to refuse to perform any obligation it may have under this
      Agreement on the grounds that it has a right of retention
      (Zuruckbehaltungsrecht) unless the rights or claims of the relevant Party
      claiming a right of set-off (Aufrechnung) or retention (Zuruckbehaltung)
      have been acknowledged (anerkannt) in writing by the relevant other
      Party/Parties or have been confirmed by final decision of a competent
      court (Gericht) or arbitration court (Schiedsgericht).

14.10 GOVERNING LAW / ARBITRATION. This Agreement shall be governed by, and be
      construed in accordance with, the laws of the Federal Republic of Germany,
      excluding the principles of conflicts of laws and the UN Convention on the
      Sale of Goods. All disputes arising under or in connection with this
      Agreement or its validity shall be finally settled in accordance with the
      arbitration rules set forth in Section 15.

14.11 SEVERABILITY. In the event that one or more provisions of this Agreement
      shall, or shall be deemed to, be invalid or unenforceable, the validity
      and enforceability of the other provisions of this Agreement shall not be
      effected thereby. In such case, the Parties hereto agree to recognise and
      give effect to such valid and enforceable provision or provisions which
      correspond as closely as possible to the commercial intent of the Parties.
      The same shall apply in the event that the Agreement contains any
      loopholes (Vertragslucken).

14.12 EURO. Any reference to EUR shall mean Euro, the currency of the European
      Union. For the purpose of any disclosure thresholds in the representations
      and warranties, such reference shall include the equivalent in any foreign
      currency at the exchange rate officially determined in Frankfurt am Main,
      Germany, on the Signing Date.

14.13 INTERPRETATIONS. Words such as "hereof" or "hereunder" refer (unless
      otherwise required by the context) to this Agreement as a whole and not to
      a specific provision of this Agreement. The term "including" shall mean
      "including, without limitation" and the term "in particular" shall mean
      "in particular, without limitation".

                                   SECTION 15
                             ARBITRATION PROCEEDINGS


                                       58

15.1  COMPETENCE OF THE ARBITRAL TRIBUNAL. All disputes arising out of or in
      connection with the Share Purchase Agreement or its validity shall be
      finally settled in accordance with the Arbitration Rules of the German
      Institution for Arbitration e.V. ("DIS RULES") without recourse to the
      ordinary courts of law. Where this Section 15 deviates from the DIS Rules,
      this Section 15 shall prevail; where this Section 15 is silent, the DIS
      Rules apply.

15.2  PLACE AND LANGUAGE OF THE ARBITRATION. The place of arbitration is
      Zurich/Switzerland. The language of the arbitration proceedings is
      English. However, no party shall be obliged to submit translations of
      documents drafted in the German language.

15.3  APPLICABLE LAW. The arbitral tribunal ("ARBITRAL TRIBUNAL") shall apply
      the substantive law as provided in this Agreement.

15.4  COMPOSITION OF THE ARBITRAL TRIBUNAL. The Arbitral Tribunal shall consist
      of three arbitrators:

      15.4.1 if there are only two parties to the arbitration proceedings, each
             party shall nominate one arbitrator. The two arbitrators nominate a
             chairman of the Arbitral Tribunal;

      15.4.2 several claimants shall nominate one arbitrator jointly; several
             respondents shall nominate one arbitrator jointly;

      15.4.3 if the arbitration proceedings are not brought by all Sellers or
             Purchasers against all Purchasers or Sellers, respectively, the
             claimant(s) shall notify all other Parties of the submission of the
             statement of claim by registered mail including a copy of such
             statement of claim and request that those of them who wish to join
             the arbitration proceedings declare such joining and whether they
             wish to join on the claimants' or respondents' side, by registered
             mail to the parties to the arbitration proceedings (with a copy to
             the DIS and with advance fax to all recipients) within two weeks of
             receipt. Claimant(s) and respondent(s) will not nominate
             arbitrators before the elapse of the above two week period, at the
             earliest three weeks from the dispatching of the last of such
             notifications by the claimant(s). Parties who declare their joining
             to the arbitration proceedings prior to the expiration of this
             deadline have to nominate an arbitrator jointly with the party or
             parties on whose side they join.

15.5  SUBSEQUENT JOINING. Parties who have not joined the arbitration
      proceedings within the deadline provided under Section 15.4.3 do not take
      part in the arbitration proceedings. However, they remain entitled to join
      the arbitration proceedings on the side of


                                       59

      either claimant(s) or respondent(s). In case of a subsequent joining, they
      have to accept the composition of the Arbitral Tribunal and the state of
      the proceedings at the time of their joining.

15.6  REIMBURSEMENT OF ATTORNEYS' FEES. Several claimants and respondents as
      well as Parties joining the arbitration proceedings on either side shall
      appoint the same attorney to act for them in the proceedings. If several
      claimants or respondents cannot agree on joint representation by the same
      attorney, they shall - if they prevail in the arbitration - only be
      jointly entitled to reimbursement of attorneys' fees in the amount of fees
      they would have incurred in case of joint representation. A joining Party
      who appoints a different attorney shall not be entitled to reimbursement
      of attorneys' fees. This does not apply in case the attorney acting for
      the party on whose side the joining Party intends to join the arbitration
      proceedings is prevented from acting for such joining Party due to a
      conflict of interest as defined by mandatory German bar rules. In such
      case, the joining Contract Party will be entitled to full reimbursement of
      its attorneys' fees.

15.7  PROCEDURAL ACTS OF JOINING PARTY. A Party joining the arbitration
      proceedings may bring factual submissions in support of or in defence
      against a claim and other procedural acts insofar as such declarations or
      acts do not contradict declarations or acts of the party or parties on
      whose side such Party joined.

15.8  BINDING EFFECT OF AWARD. The Arbitral Tribunal's findings of facts and
      law, that do not exclusively concern the relationship between one or
      several claimants on the one hand and one or several respondents on the
      other hand, but also establish a basis for claims in relation between
      other Parties, become binding on all Parties properly notified of the
      initiation of the arbitration proceedings regardless of their joining the
      arbitration proceedings. In subsequent disputes with other Parties, a
      Party who knew of the initiation of the arbitration proceedings is
      precluded from relying on the submission that the arbitration proceedings
      were decided erroneously or that one of the parties to the arbitration
      proceedings misconducted the proceedings. No Party shall be precluded from
      relying on grounds to vacate an award in accordance with Sec. 1059 of the
      German Code of Civil Procedure (ZPO).

15.9  LIMITATION PERIOD. The Parties agree that the initiation of in arbitration
      proceedings expiration of the Limitation Period interrupts the running of
      the Limitation Periods in relation to the relevant Purchaser Claim and
      also all other Parties regardless of whether such other Parties are
      parties to or join the arbitration proceedings. If Parties not
      participating in the arbitration proceedings but on whom the award will
      have a binding effect pursuant to Section 15.8, the limitation period is
      interrupted (gehemmt) from the initiation of the arbitration proceedings
      until four (4) months after receipt of the award by registered mail. The
      same applies if the arbitration proceedings are


                                       60

      terminated by order of the arbitral tribunal or by the DIS Secretariat in
      accordance with Sec. 39 of the DIS Rules.

                                   SECTION 16
                  EXHIBITS / DISCLOSURE SCHEDULES / DEFINITIONS

16.1  EXHIBITS / DISCLOSURE SCHEDULES

Exhibit A                    Corporate Chart
Exhibit 3.3                  Consent for Transfer of Shareholder Loans
Exhibit 4.3                  Purchase Price Allocation
Exhibit 5.4.9                Assignment of EDH Shares
Exhibit 5.4.10               Assignment of Krugg Seller Share
Exhibit 5.4.11               Transfer of Shareholder Loans
Exhibit 6.1                  Sellers,Guarantees
Exhibit 6.1 (iv)             Sellers' Knowledge
Schedule 6.1.2               Ownership of Shares
Schedule 6.1.3               Articles of Association and By-laws
Schedule 6.1.4               Supervisory and Advisory Boards
Schedule 6.1.6               Affiliates/Enterprise Agreements
Schedule 6.1.8               Intellectual Property Rights
Schedule 6.1.9               Insurances
Schedule 6.1.10              Material Assets
Schedule 6.1.11              Material Agreements
Schedule 6.1.12              Governmental Approval, Licences and Permits
Schedule 6.1.13              Litigation
Schedule 6.1.14              Shop Agreements
Schedule 6.1.15              Labor Strikes and Violation of Laws
Schedule 6.1.16              Tax Matters
Schedule 6.1.17              Financial Statements 2002 and 2003
Schedule 6.1.18              Material Adverse Changes
Schedule 6.1.19              Dealings with Sirona Group
Exhibit 8.3.5                Data Room Index
Exhibit 8.3.5 (ii)           Written Answers to Information Requests
Exhibit 12.2                 Stay Bonus
Exhibit 12.6                 Non-competition / Non-solicitation Agreement
Exhibit 14.10                Arbitration Agreement


                                       61

16.2  DEFINITIONS

The capitalized terms used in this agreement are defined in the following
Sections and clauses:

Agreement                                      Preamble B
Affiliates                                     Section 6.1.6
Assumed Bank Debt                              Section 2.4
Bank Debt                                      Section 2.2.4
Basket                                         Section 9.3
Beneficiaries                                  Section 11
Business Days                                  Section 14.6
Closing                                        Section 5.4
Closing Actions                                Section 5.4
Closing Condition                              Section 5.2
Closing Date                                   Section 5.1.3
Closing Date                                   Section 5.4
Companies                                      Section 1.4
Company                                        Section 1.4
De Minimis Amount                              Section 9.3
Debt Assumption Request                        Section 2.4
Demedis                                        Preamble C
Demedis Group                                  Preamble C
Demedis Call Option Agreement                  Preamble C
DentraNet                                      Section 1.3.3
DentraNet Share                                Section 1.3.3
Direct Shares                                  Section 1.3.3
Direct Subsidiary                              Section 1.3.3
Direct Subsidiaries                            Section 1.3.3
Down Payment                                   Section 4.3a
Down Payment Date                              Section 4.3a
Down Payment Escrow Amount                     Section 4.3.a
Economic Transfer Date                         Section 5.1.1
EDH                                            Preamble A
EDH Dental Business                            Preamble A
EDH Group                                      Preamble A
EDH Sellers                                    Preamble 1.
EDH Senior Facility                            Section 2.2.1
EDH Senior Facility Agreement                  Section 2.2.1
EDH Senior Facility Amount                     Section 2.2.1


                                       62

EDH Senior Facility Repayment Amount           Section 2.3.1
EDH Senior Lenders                             Section 2.2.1
EDH Senior Lenders' Account                    Section 5.4.2
EDH Share                                      Section 1.1
Environmental Laws                             Section 6.1.23
Environmental Investigation                    Section 6.1.23
Escrow Account                                 Section 5.4.2
Escrow Agent                                   Section 4.6
Escrow Agreement                               Section 4.10

Financial Statements 2002 and 2003             Section 6.1.17
Guarantee Confirmation                         Section 5.4.17
GWB-Filing                                     Section 5.2.1
Holdback Escrow Amount                         Section 4.2
Indirect Shares                                Section 1.4
Indirect Subsidiaries                          Section 1.4
Intellectual Property Rights                   Section 6.1.8
Payment Amount                                 Section 4.2
IT                                             Section 6.1.8
Key Employees                                  Section 6.1.23
Krugg                                          Section 1.2
Krugg Facilities                               Section 2.2.5
Krugg Facility Agreements                      Section 2.2.5
Krugg Facility Amount                          Section 2.2.5
Krugg Facility Repayment Amount                Section 2.3.5
Krugg Lenders                                  Section 2.2.5
Krugg Lenders' Account                         Section 5.4.6
Krugg Seller                                   Preamble 2.
Krugg Seller Shares                            Section 1.2
Krugg Share Pledge                             Section 5.9
Krugg Share Pledge Agreement                   Section 5.9.6
Krugg Share Transfer                           Section 5.9.4
Krugg Share Transfer Date                      Section 5.9 6
Liability Cap                                  Section 9.4
M + W Beteiligung                              Section 1.3.1
M + W Beteiligung Share                        Section 1.3.1
M + W KG                                       Section 1.4.1 (ii)


                                       63

M + W Verwaltung                               Section 1.4.1 (i)
MAC                                            Section 5.5.3
MAC Withdrawal                                 Section 5.5.2 (i)
Material Adverse Effect                        Section 6.1 (vii)
Material Agreements                            Section 6.1.11
Material Assets                                Section 6.1.10
Material Permits                               Section 6.1.12
Mezzanine Facility I                           Section 2.2.2
Mezzanine Facility II                          Section 2.2.3
Mezzanine Facility III                         Section 2.2.4
Mezzanine Facility Amount I                    Section 2.2.2
Mezzanine Facility Amount II                   Section 2.2.3
Mezzanine Facility Amount III                  Section 2.2.4
Mezzanine Facility I Repayment Amount          Section 2.3.2
Mezzanine Facility II Repayment Amount         Section 2.3.3
Mezzanine Facility III Repayment Amount        Section 2.3.4
Mezzanine Lender I                             Section 2.2.2
Mezzanine Lender II                            Section 2.2.3
Mezzanine I Lender's Account                   Section 5.4.3
Mezzanine II Lender's Account                  Section 5.4.4
Mezzanine Loan Agreement I                     Section 2.2.2
Mezzanine Loan Agreement II                    Section 2.2.3
Mezzanine Loan Agreement III                   Section 2.2.4
Net Equity                                     Section 5.5.1 (i) (a)
Non-competition / Non-solicitation Agreement   Section 12.6
Non MAC Withdrawal                             Section 5.5.2 (ii)
Parties                                        Preamble
Party                                          Preamble
Payment Guarantee                              Section 4.12
Pension Commitments                            Section 6.1.23
Pro-rata Escrow Amount                         Section 8.9
Purchase Price                                 Section 4.1
Purchase Price Interest                        Section 4.3
Purchaser                                      Preamble
Purchaser Claim                                Section 8.2
Reference Date                                 Section 5.1.4



                                       64

Seller                                         Preamble 3.
Sellers                                        Preamble 3.
Sellers' Account                               Section 4.7
Sellers' Knowledge                             Section 6.1 (vi)
Sellers' Knowledge Individuals                 Section 6.1. (vi)
Shareholder Lenders                            Section 2.2
Shareholder Loan Agreement                     Section 2.1
Shareholder Loans                              Section 2.1
Shares                                         Section 1.4
Signing Date                                   Section 5.1.2
Sold Assets                                    Section 3.1
Sustainable Operating Profits                  Section 5.5.1 (ii)
Taxes                                          Section 6.1.16

Third Party Claim                              Section 8.4
Tax Returns                                    Section 8.3.8 (iv)
Time Limitations                               Section 9.1
Transaction                                    Section 5.2

                                                                    EXHIBIT 10.4

                                                                  CONFORMED COPY

================================================================================

                                  $150,000,000

                                CREDIT AGREEMENT

                            dated as of June 17, 2004

                                      among

                               HENRY SCHEIN, INC.,
                                  as Borrower,

            The Several Guarantors from Time to Time Parties Hereto,

                        The Several Lenders Party Hereto,

                              JPMORGAN CHASE BANK,
                            as Administrative Agent,

                                       and

                          LEHMAN COMMERCIAL PAPER INC.,
                              as Syndication Agent

================================================================================

                          J.P. MORGAN SECURITIES INC.,
                     as Lead Arranger and Joint Bookrunner,

                              LEHMAN BROTHERS INC.,
                      as Lead Arranger and Joint Bookrunner



                                TABLE OF CONTENTS



                                                                                                                    PAGE
                                                                                                                    ----
                                                                                                                 
SECTION 1. DEFINITIONS...........................................................................................     1

         1.1      Defined Terms..................................................................................     1

         1.2      Other Definitional Provisions..................................................................    16

         1.3      Rounding.......................................................................................    17

         1.4      References to Agreements and Laws..............................................................    18

SECTION 2. AMOUNT AND TERMS OF LOANS.............................................................................    18

         2.1      Loans..........................................................................................    18

         2.2      Procedure for Borrowing........................................................................    18

         2.3      Fees...........................................................................................    19

         2.4      Termination or Reduction of Commitments........................................................    19

         2.5      Repayment of Loans.............................................................................    19

SECTION 3. CERTAIN PROVISIONS APPLICABLE TO THE LOANS............................................................    20

         3.1      Optional and Mandatory Prepayments.............................................................    20

         3.2      Conversion and Continuation Options............................................................    21

         3.3      Maximum Number of Tranches.....................................................................    21

         3.4      Interest Rates and Payment Dates...............................................................    21

         3.5      Computation of Interest and Fees...............................................................    22

         3.6      Inability to Determine Interest Rate...........................................................    22

         3.7      Pro Rata Treatment and Payments................................................................    23

         3.8      Illegality.....................................................................................    24

         3.9      Requirements of Law............................................................................    24

         3.10     Taxes..........................................................................................    25

         3.11     Break Funding Payments.........................................................................    27

         3.12     Change of Lending Office; Removal of Lender....................................................    28

         3.13     Evidence of Debt...............................................................................    28

SECTION 4. REPRESENTATIONS AND WARRANTIES........................................................................    29

         4.1      Financial Condition............................................................................    29

         4.2      No Change......................................................................................    30

         4.3      Corporate Existence; Compliance with Law.......................................................    30




                                                                                                                  
         4.4      Corporate Power; Authorization; Enforceable Obligations........................................    30

         4.5      No Legal Bar...................................................................................    30

         4.6      No Material Litigation.........................................................................    31

         4.7      No Default.....................................................................................    31

         4.8      Taxes..........................................................................................    31

         4.9      Purpose of Loans...............................................................................    31

         4.10     Environmental Matters..........................................................................    32

         4.11     Disclosure.....................................................................................    33

         4.12     Ownership of Property; Liens...................................................................    33

         4.13     ERISA Compliance...............................................................................    33

         4.14     Subsidiaries...................................................................................    34

         4.15     Margin Regulations; Investment Company Act; Public Utility Holding Company Act.................    34

SECTION 5. CONDITIONS PRECEDENT..................................................................................    35

         5.1      Conditions to Loans............................................................................    35

SECTION 6. AFFIRMATIVE COVENANTS.................................................................................    37

         6.1      Financial Statements...........................................................................    37

         6.2      Certificates; Other Information................................................................    38

         6.3      Conduct of Business and Maintenance of Existence...............................................    39

         6.4      Payment of Obligations.........................................................................    39

         6.5      Maintenance of Properties......................................................................    39

         6.6      Maintenance of Insurance.......................................................................    40

         6.7      Books and Records..............................................................................    40

         6.8      Inspection Rights..............................................................................    40

         6.9      Compliance with ERISA..........................................................................    40

         6.10     Environmental Compliance.......................................................................    41

         6.11     Use of Proceeds................................................................................    41

         6.12     Notices........................................................................................    41

         6.13     Additional Guarantors..........................................................................    42

SECTION 7. NEGATIVE COVENANTS....................................................................................    42




                                                                                                                  
         7.1      Financial Covenants............................................................................    42

         7.2      Limitation on Liens............................................................................    43

         7.3      Limitation on Indebtedness.....................................................................    44

         7.4      Fundamental Changes............................................................................    45

         7.5      Dispositions...................................................................................    46

         7.6      ERISA..........................................................................................    47

         7.7      Swap Agreements................................................................................    47

         7.8      Conduct of Business............................................................................    47

         7.9      Transactions with Affiliates...................................................................    47

         7.10     Burdensome Agreements..........................................................................    47

         7.11     Use of Proceeds................................................................................    48

         7.12     Acquisitions...................................................................................    48

         7.13     Investments, Loans, Advances, Guarantees and Acquisitions......................................    49

         7.14     Restricted Payments............................................................................    50

SECTION 8. EVENTS OF DEFAULT.....................................................................................    51

SECTION 9. THE AGENTS............................................................................................    54

         9.1      Appointment....................................................................................    54

         9.2      Delegation of Duties...........................................................................    54

         9.3      Exculpatory Provisions.........................................................................    55

         9.4      Reliance by Agents.............................................................................    55

         9.5      Notice of Default..............................................................................    56

         9.6      Non-Reliance on Agents and Other Lenders.......................................................    56

         9.7      Indemnification................................................................................    56

         9.8      Agents in Their Individual Capacity............................................................    57

         9.9      Successor Administrative Agent.................................................................    57

SECTION 10. MISCELLANEOUS........................................................................................    58

         10.1     Amendments and Waivers.........................................................................    58

         10.2     Notices........................................................................................    58

         10.3     No Waiver; Cumulative Remedies.................................................................    59

         10.4     Survival of Representations and Warranties.....................................................    59




                                                                                                                  
         10.5     Payment of Expenses and Taxes..................................................................    60

         10.6     Successors and Assigns; Participations and Assignments.........................................    60

         10.7     Adjustments; Set-off...........................................................................    65

         10.8     Counterparts...................................................................................    65

         10.9     Severability...................................................................................    65

         10.10    Integration....................................................................................    66

         10.11    GOVERNING LAW..................................................................................    66

         10.12    Submission To Jurisdiction; Waivers............................................................    66

         10.13    Acknowledgements...............................................................................    67

         10.14    Confidentiality................................................................................    67

         10.15    WAIVERS OF JURY TRIAL..........................................................................    67

SECTION 11. GUARANTEE............................................................................................    68

         11.1     Guarantee......................................................................................    68

         11.2     Obligations Unconditional......................................................................    69

         11.3     Reinstatement..................................................................................    70

         11.4     Subrogation....................................................................................    70

         11.5     Remedies.......................................................................................    71

         11.6     Instrument for the Payment of Money............................................................    71

         11.7     Continuing Guarantee...........................................................................    71

         11.8     General Limitation on Guarantee Obligations....................................................    71




SCHEDULES

Schedule 1.1      Names and Commitments of Lenders
Schedule 4.8      Taxes
Schedule 4.14     Subsidiaries
Schedule 7.7(c)   Swap Agreements

EXHIBITS

Exhibit A         Form of Guarantee Assumption Agreement
Exhibit B         Form of Exemption Certificate
Exhibit C         Form of Loan Note
Exhibit D         Form of Opinion of Counsel to Borrower and Guarantors
Exhibit E         Form of Compliance Certificate
Exhibit F         Form of Assignment and Acceptance



      CREDIT AGREEMENT, dated as of June 17, 2004, among (i) Henry Schein, Inc.,
a Delaware corporation (the "Borrower"), (ii) the several guarantors from time
to time parties hereto (the "Guarantors"), (iii) JPMorgan Chase Bank ("JPMCB"),
as administrative agent for the Lenders hereunder (in such capacity, the
"Administrative Agent"), (iv) Lehman Commercial Paper Inc., as syndication agent
(in such capacity, the "Syndication Agent"), (v) J.P. Morgan Securities Inc. and
Lehman Brothers Inc., as lead arrangers and joint bookrunners (collectively, in
such capacity, the "Joint Bookrunners"), and (vi) the several lenders and other
financial institutions or entities from time to time parties hereto (the
"Lenders").

                              W I T N E S S E T H:
                              - - - - - - - - - -

      WHEREAS, the Borrower has entered into Sale and Purchase Agreements,
effective as of January 6, 2004 and January 7, 2004, as the case may be (the
"Purchase Agreements"), to acquire all of the capital stock of demedis GmbH and
Euro Dental Holding GmbH (collectively, the "Target") for cash consideration of
E270,000,000 (the "Transaction");

      WHEREAS, the Borrower has requested that the Lenders make available a
six-month term loan facility as described herein to finance the Transaction and
to pay related fees and expenses; and

      WHEREAS, the Lenders have agreed to make such term loan facility available
upon the terms and subject to the conditions set forth herein;

      NOW, THEREFORE, in consideration of the premises, and of the mutual
covenants and agreements herein contained and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:

                             SECTION 1. DEFINITIONS

            1.1 Defined Terms.

            As used in this Agreement, the following terms shall have the
following meanings:

      "ABR": for any day, a rate per annum (rounded upwards, if necessary, to
the next 1/100 of 1%) equal to the greater of (a) the Prime Rate in effect on
such day, and (b) the Federal Funds Effective Rate in effect on such day plus
- -1/4 of 1%. For purposes hereof: "Prime Rate" shall mean the rate of interest
per annum publicly announced from time to time by JPMCB as its prime rate in
effect at its principal office in New York City (the Prime Rate not being
intended to be the lowest rate of interest charged by JPMCB in connection with
extensions of credit to debtors); and "Federal Funds Effective Rate" shall mean,
for any day, the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which
is a

                                       1


Business Day, the average of the quotations for the day of such transactions
received by the Administrative Agent from three federal funds brokers of
recognized standing selected by it. Any change in the ABR due to a change in the
Prime Rate or the Federal Funds Effective Rate shall be effective as of the
opening of business on the effective day of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively.

      "ABR Loans": Loans bearing interest at a rate per annum determined by
reference to the ABR.

      "Acquisition": the acquisition of (a) a controlling equity or other
ownership interest in a Person (including the purchase of an option, warrant or
convertible or similar type security to acquire such a controlling interest at
the time it becomes exercisable by the holder thereof), whether by purchase of
such controlling equity or other ownership interest or upon exercise of an
option or warrant for, or conversion of securities into, such controlling equity
or other ownership interest, or (b) assets of a Person which constitute all or
substantially all of the assets of such Person or of a line or lines of business
conducted by such Person; provided that, for purposes of this Agreement, the
Transaction shall not be considered an "Acquisition".

      "Adjusted LIBO Rate": with respect to each day during each Interest Period
pertaining to a LIBOR Loan, a rate per annum determined for such day in
accordance with the following formula (rounded upward to the nearest 1/100th of
1%):

                                    LIBO Rate
                    1.00 - Eurocurrency Reserve Requirements

      "Administrative Agent": JPMCB, as the Administrative Agent for the Lenders
under this Agreement and the other Loan Documents.

      "Administrative Questionnaire": an administrative questionnaire in a form
supplied by the Administrative Agent.

      "Affiliate": as to any Person, any other Person (other than a Subsidiary)
which, directly or indirectly, is in control of, is controlled by, or is under
common control with, such Person. For purposes of this definition, "control" of
a Person means the power, directly or indirectly, either to (a) vote 25% or more
of the securities having ordinary voting power for the election of directors of
(or persons performing similar functions for) such Person or (b) direct or cause
the direction of the management and policies of such Person, whether by contract
or otherwise.

      "Agents": the collective reference to the Administrative Agent, the Joint
Bookrunners and the Syndication Agent.

      "Agreement": this Credit Agreement, as amended, supplemented or otherwise
modified from time to time.

                                       2


      "Applicable Margin": 0.925%.

      "Approved Fund": as defined in subsection 10.6(b).

      "Assignee": as defined in subsection 10.6(b).

      "Assignment and Acceptance": as defined in subsection 10.6(b).

      "Attorney Costs": all reasonable fees and disbursements of any law firm or
other external counsel.

      "Borrower": as defined in the preamble to this Agreement.

      "Business": as defined in subsection 4.10.

      "Business Day": a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close;
provided, that if such day relates to any LIBOR Loan, such term shall mean a day
other than a Saturday, Sunday or other day on which commercial banks in New York
City are authorized or required by law to close which is also a London Business
Day.

      "Capital Lease Obligations": as to any Person, the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under GAAP and, for the purposes of
this Agreement, the amount of such obligations at any time shall be the
capitalized amount thereof at such time determined in accordance with GAAP.

      "Capital Markets Transaction": the issuance or sale by the Borrower or any
of its Subsidiaries in a registered public offering, Rule 144A/Regulation S
transaction or private placement of Equity Interests (including equity-linked
securities) or notes, debentures, instruments or other debt securities with a
maturity in excess of one year; provided that, any such issuance or sale of
Equity Interests of the Borrower pursuant to any equity compensation plans or
arrangements shall not constitute a "Capital Markets Transaction."

      "CLO": as defined in subsection 10.6(b).

      "Closing Date": the date, on or before the earlier of (x) October 15, 2004
and (y) the date that is five Business Days after execution and delivery of this
Agreement by all of the parties hereto, on which date the conditions precedent
set forth in subsection 5.1 shall be satisfied.

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

                                       3


      "Commitment": as to any Lender, its obligation to make a Loan to the
Borrower on the Closing Date in an amount equal to the amount set forth opposite
such Lender's name in Schedule 1.1 under the heading "Commitment" or, if
applicable, in the Assignment and Acceptance pursuant to which such Lender
becomes a party to this Agreement; collectively, as to all such Lenders, the
"Commitments".

      "Commitment Percentage": as to any Lender, the percentage of the aggregate
Commitments then constituted by such Lender's Commitment (or, after the Loans
are made on the Closing Date, the percentage of the aggregate principal amount
of Loans then constituted by the principal amount of such Lender's Loans).

      "Commonly Controlled Entity": an entity, whether or not incorporated,
which is under common control with the Borrower within the meaning of Section
4001 of ERISA or is part of a group which includes the Borrower and which is
treated as a single employer under Section 414 of the Code, except that for
purposes of Title IV of ERISA, a "Commonly Controlled Entity" means an entity,
whether or not incorporated, which is under common control with the Borrower
within the meaning of Section 4001 of ERISA.

      "Consolidated EBITDA": for any period, Consolidated Operating Income plus,
without duplication, (a) Consolidated Interest Income, (b) depreciation, (c)
amortization and (d) the Designated Charges of the Borrower and its Subsidiaries
for such period, determined on a consolidated basis and as calculated consistent
with the manner disclosed by the Borrower in its Annual Report on Form 10-K for
the fiscal year ended December 27, 2003.

      "Consolidated Gross Profit": for any period, net sales less cost of sales
of the Borrower and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP and as calculated consistent with the
manner disclosed by the Borrower in its Annual Report on Form 10-K for the
fiscal year ended December 27, 2003.

      "Consolidated Interest Coverage Ratio": for any date of determination, the
ratio of (a) Consolidated EBITDA for the period of the four prior fiscal
quarters ending on (or most recently ended prior to) such date to (b)
Consolidated Interest Expense for such period.

      "Consolidated Interest Expense": for any period, total interest expense
(including, without limitation, rent or interest expense pursuant to Capital
Lease Obligations that is treated as interest in accordance with GAAP) of the
Borrower and its Subsidiaries for such period, determined on a consolidated
basis in accordance with GAAP and as calculated consistent with the manner
disclosed by the Borrower in its Annual Report on Form 10-K for the fiscal year
ended December 27, 2003.

      "Consolidated Interest Income": for any period, the interest income of the
Borrower and its Subsidiaries for such period, determined on a consolidated
basis in accordance with GAAP and as calculated consistent with the manner
disclosed by the Borrower in its Annual Report on Form 10-K for the fiscal year
ended December 27, 2003.

                                       4


      "Consolidated Leverage Ratio": at any date of determination, the ratio of
(a) Consolidated Total Debt on such date to (b) Consolidated EBITDA for the
period of the four fiscal quarters ending on (or most recently ended prior to)
such date.

      "Consolidated Operating Expenses": for any period, total expenses related
to salaries, employee benefits and general and administrative expenses of the
Borrower and its Subsidiaries determined on a consolidated basis in accordance
with GAAP and as calculated consistent with the manner disclosed by the Borrower
in its Annual Report on Form 10-K for the fiscal year ended December 27, 2003.

      "Consolidated Operating Income": for any period, Consolidated Gross Profit
less Consolidated Operating Expenses of the Borrower and its Subsidiaries
determined on a consolidated basis in accordance with GAAP and as calculated
consistent with the manner disclosed by the Borrower in its Annual Report on
Form 10-K for the fiscal year ended December 27, 2003.

      "Consolidated Total Assets": at any date of determination, the net book
value of all assets of the Borrower and its Subsidiaries determined on a
consolidated basis in accordance with GAAP and as calculated consistent with the
manner disclosed by the Borrower in its Annual Report on Form 10-K for the
fiscal year ended December 27, 2003.

      "Consolidated Total Debt": at any date of determination, the aggregate
amount of all Indebtedness of the Borrower and its Subsidiaries determined on a
consolidated basis in accordance with GAAP and as calculated consistent with the
manner disclosed by the Borrower in its Annual Report on Form 10-K for the
fiscal year ended December 27, 2003.

      "Continuing Directors": as to the Borrower, the directors of the Borrower
on the Closing Date and each other director of the Borrower whose nomination for
election to the Board of Directors of Borrower is recommended by a majority of
the then Continuing Directors.

      "Contractual Obligation": as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is bound.

      "Default": any event or circumstance that, with the giving of any notice,
the passage of time, or both, would be an Event of Default.

      "Designated Charges": for any period, to the extent deducted in computing
Consolidated Operating Income, the aggregate of total (a) non-cash,
non-recurring merger and integration costs, and (b) non-cash, non-recurring
restructuring costs, of the Borrower and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP and as calculated
consistent with the manner disclosed by the Borrower in its Annual Report on
Form 10-K for the fiscal year ended December 27, 2003.

                                       5


      "Disposition" or "Dispose": the sale, transfer, license or other
disposition (including any sale and leaseback transaction) of any property by
any Person, including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith.

      "Disposition Value": (a) in the case of property that does not constitute
Subsidiary Stock, the book value thereof, valued at the time of such Disposition
in good faith by the Borrower, and (b) in the case of property that constitutes
Subsidiary Stock, an amount equal to that percentage of book value of the assets
of the Subsidiary that issued such stock as is equal to the percentage that the
book value of such Subsidiary Stock represents of the book value of all of the
outstanding Equity Interests of such Subsidiary (assuming, in making such
calculations, that all securities convertible into such Equity Interests are so
converted and giving full effect to all transactions that would occur or be
required in connection with such conversion) determined at the time of the
Disposition thereof, in good faith by the Borrower.

      "Domestic Subsidiary": any Subsidiary other than a Foreign Subsidiary.

      "Dollars" and "$": lawful currency of the United States of America.

      "Environmental Laws": any and all applicable foreign, Federal, state,
local or municipal laws, rules, regulations, statutes, ordinances, codes,
decrees, or other enforceable requirements or orders of any Governmental
Authority or other Requirements of Law regulating, relating to or imposing
liability or standards of conduct concerning protection of human health or the
environment, as now or may at any time hereafter be in effect.

      "Equity Interests": any and all shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any
warrants, options or other rights entitling the holder thereof to purchase or
acquire any such equity interests.

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

      "Eurocurrency Reserve Requirements": for any day as applied to a Loan, the
aggregate (without duplication) of the rates (expressed as a decimal fraction)
of reserve requirements actually imposed on such day (including, without
limitation, basic, supplemental, marginal and emergency reserves) under any
regulations of the Board of Governors of the Federal Reserve System or other
Governmental Authority having jurisdiction with respect thereto dealing with
reserve requirements prescribed for eurocurrency funding (currently referred to
as "Eurocurrency Liabilities" in Regulation D of such Board) maintained by a
member bank of such System. The determination of Eurocurrency Reserve
Requirements by the Administrative Agent shall be conclusive in the absence of
manifest error.

                                       6


      "Event of Default": any of the events specified in Section 8.

      "Existing Credit Agreement": the $200,000,000 Credit Agreement, dated as
of May 2, 2002, among the Borrower, the guarantors and lenders party thereto and
JPMCB, as administrative agent thereunder, as amended, restated, refinanced,
supplemented or otherwise modified.

      "Fair Market Value": at any time and with respect to any property, the
sale value of such property that would be realized in an arm's-length sale at
such time between an informed and willing buyer and an informed and willing
seller (neither being under a compulsion to buy or sell).

      "Federal Funds Effective Rate": as defined in the definition of "ABR" in
this subsection 1.1.

      "Fee Commencement Date": the Closing Date.

      "Financing Lease": any lease of property, real or personal, the
obligations of the lessee in respect of which are Capital Lease Obligations on a
balance sheet of the lessee.

      "Foreign Subsidiary": any Subsidiary incorporated or otherwise organized
in any jurisdiction outside the United States of America, its territories and
possessions.

      "GAAP": generally accepted accounting principles in the United States of
America consistently applied with respect to those utilized in preparing the
audited financial statements referred to in subsection 4.1.

      "Governmental Authority": any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

      "Guarantors": each of Roane Barker, Inc., Dentrix Dental Systems, Inc.,
HSI Service Corp., Micro Bio-Medics, Inc. and GIV Holdings, Inc., any
Subsidiaries or Affiliates that are guarantors under or with respect to any of
the Note Purchase Agreements or the Existing Credit Agreement from time to time
from and after the date hereof, and any Significant Subsidiary of the Borrower
from time to time formed, acquired, organized or existing from and after the
date hereof.

      "Guarantee Obligation": as to any Person (the "guaranteeing person"), any
obligation of (a) the guaranteeing person or (b) another Person (including,
without limitation, any bank under any letter of credit) to induce the creation
of which the guaranteeing person has issued a reimbursement, counterindemnity or
similar obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")
of any other unrelated third Person (the "primary obligor") in any manner,
whether directly or

                                       7


indirectly, including, without limitation, any obligation of the guaranteeing
person, whether or not contingent, (i) to purchase any such primary obligation
or any property constituting direct or indirect security therefor, (ii) to
advance or supply funds (1) for the purchase or payment of any such primary
obligation or (2) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary
obligor, (iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation or (iv) otherwise
to assure or hold harmless the owner of any such primary obligation against loss
in respect thereof; provided, however, that the term Guarantee Obligation shall
not include endorsements of instruments for deposit or collection in the
ordinary course of business. The amount of any Guarantee Obligation shall be
deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee
Obligation is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by the guaranteeing
Person in good faith.

      "Indebtedness": of any Person at any date, without duplication, (a) all
indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of property or services, (c) all
obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (d) all obligations of such person created or arising under
any conditional sale or other title retention agreement with respect to property
acquired by such Person, (e) all Capital Lease Obligations of such Person, (f)
all obligations of such Person, contingent or otherwise, as an account party or
applicant under or in respect of bankers' acceptances, letters of credit, surety
bonds or similar arrangements, (g) all indebtedness of such Person, determined
in accordance with GAAP, arising out of a Receivables Transaction, (h) all
Guarantee Obligations of such Person, (i) all obligations of such Person secured
by (or for which the holder of such obligation has an existing right, contingent
or otherwise, to be secured by) any Lien on property (including accounts and
contract rights) owned by such Person, whether or not such Person has assumed or
become liable for the payment of such obligation; provided, however, that in the
event that liability of such Person is non-recourse to such Person and is
recourse only to specified property owned by such Person, the amount of
Indebtedness attributed thereto shall not exceed the greater of the Fair Market
Value of such property or the net book value of such property, and (j) for the
purposes of subsection 8(d) only (except to the extent otherwise included
above), all obligations of such Person in respect of Swap Agreements; provided
that for the purposes of subsection 8(d), the "principal amount" of the
obligations of such Person in respect of any Swap Agreement at any time shall be
the maximum aggregate amount (giving effect to any netting agreements) that such
Person would be required to pay if such Swap Agreement were terminated at such
time. The Indebtedness of any Person shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to
the extent such Person is actually liable therefor as a result of such Person's
ownership interest in or other relationship with such entity, except to the
extent the terms of such Indebtedness expressly provide that such Person is not
actually liable therefor.

      "Insolvency": with respect to any Multiemployer Plan, the condition that
such Plan is insolvent within the meaning of Section 4245 of ERISA.

                                       8


      "Insolvent": pertaining to a condition of Insolvency.

      "Interest Payment Date": (a) as to any ABR Loan, the last day of each
March, June, September and December; (b) as to any LIBOR Loan having an Interest
Period of three months or less, the last day of such Interest Period; and (c) as
to any LIBOR Loan having an Interest Period longer than three months, each day
which is three months, or a whole multiple thereof, after the first day of such
Interest Period and the last day of such Interest Period.

      "Interest Period": with respect to any LIBOR Loan:

      (i) initially, the period commencing on the Closing Date or conversion
date, as the case may be, with respect to such LIBOR Loan and ending one, two,
three or six months thereafter, or, subject to approval by all of the Lenders,
seven days thereafter, as selected by the Borrower in its notice of conversion
given with respect thereto; and

      (ii) thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such LIBOR Loan and ending one, two or
three months (or if applicable, seven days) thereafter, as selected by the
Borrower by irrevocable notice to the Administrative Agent not less than three
Business Days prior to the last day of the then current Interest Period with
respect thereto; provided that, all of the foregoing provisions relating to
Interest Periods are subject to the following:

      (1) if any Interest Period would otherwise end on a day that is not a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless the result of such extension would be to carry such Interest
Period into another calendar month in which event such Interest Period shall end
on the immediately preceding Business Day;

      (2) any Interest Period in respect of any Loan made by any Lender that
would otherwise extend beyond the Maturity Date applicable to such Lender shall
end on such Maturity Date; and

      (3) any Interest Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall end on the last
Business Day of a calendar month.

      "IRS": the United States Internal Revenue Service and any successor
governmental agency performing a similar function.

      "Joint Bookrunners": as defined in the preamble to this Agreement.

      "JPMCB": as defined in the preamble to this Agreement.

                                       9


      "Lender Affiliate": (a) any Affiliate of any Lender, (b) any Person that
is administered or managed by any Lender and that is engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business and (c) with respect
to any Lender which is a fund that invests in commercial loans and similar
extensions of credit, any other fund that invests in commercial loans and
similar extensions of credit and is managed or advised by the same investment
advisor as such Lender or by an Affiliate of such Lender or investment advisor.

      "Lenders": as defined in the preamble hereto, and any other Person that
shall have become a party hereto pursuant to an Assignment and Acceptance, other
than any such Person that ceases to be a party hereto pursuant to an Assignment
and Assumption; provided, that unless the context otherwise requires, each
reference herein to the Lenders shall be deemed to include any Approved Fund.

      "LIBOR Loans": Loans bearing interest at a rate based upon the Adjusted
LIBO Rate.

      "LIBO Rate": with respect to each day during each Interest Period
pertaining to a LIBOR Loan, the rate per annum determined by the Administrative
Agent to be the offered rate for deposits in Dollars with a term comparable to
such Interest Period that appears on the applicable Telerate Page (or on any
successor or substitute page or service, or any successor to or substitute for
such page or service, providing rate quotations comparable to those currently
provided on such page or service, as reasonably determined by the Administrative
Agent from time to time for purposes of providing quotations of interest rates
applicable to deposits in Dollars in the London interbank market) at
approximately 11:00 A.M., London time, two Business Days prior to the beginning
of such Interest Period; provided, however, that if at any time for any reason
such offered rate shall not be available, "LIBO Rate" shall mean, with respect
to each day during each Interest Period pertaining to a LIBOR Loan, the rate per
annum reasonably determined by the Administrative Agent as the rate of interest
at which deposits in Dollars for delivery on the first day of such Interest
Period in same day funds in the amount of $5,000,000 and with a term equivalent
to such Interest Period would be offered by JPMCB's London branch or London
Affiliate to major banks in the London interbank market at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period. The determination of the LIBO Rate by the
Administrative Agent shall be conclusive in the absence of manifest error.

      "Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement and any Financing Lease
having substantially the same economic effect as any of the foregoing).

      "Loan": as defined in subsection 2.1.

                                       10


      "Loan Documents": this Agreement, any Notes, the Fee Letter (as defined in
subsection 2.3), and all other instruments and documents heretofore or hereafter
executed or delivered to or in favor of any Lender or the Administrative Agent
in connection with the Loans made and transactions contemplated by this
Agreement.

      "London Business Day": any day on which banks in London are open for
general banking business, including dealings in foreign currency and exchange.

      "Majority Lenders": at any time, Lenders whose Commitment Percentages
aggregate more than 50%; provided that, in the event that there are no more than
two Lenders (for purposes of this definition, Affiliates of Lenders shall not be
considered additional Lenders), "Majority Lenders" shall mean Lenders whose
Commitment Percentages aggregate 100%.

      "Material Adverse Effect": a material adverse effect on (i) the business,
assets, property or condition (financial or otherwise) of the Borrower and its
Subsidiaries, taken as a whole, or (ii) the validity or enforceability of any of
the Loan Documents or the rights or remedies of the Administrative Agent and the
Lenders thereunder, provided that events, developments or circumstances
("Changes") (including general economic or political conditions) generally
affecting the Borrower's industry which are not reasonably likely to have a
material adverse effect on (x) the business, assets, property or condition
(financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole,
or (y) the validity or enforceability of any of the Loan Documents or the rights
or remedies of the Administrative Agent or Lenders thereunder, will not be
deemed Changes for purposes of determining whether a Material Adverse Effect
shall have occurred.

      "Materials of Environmental Concern": any gasoline or petroleum (including
crude oil or any fraction thereof) or petroleum products or any hazardous or
toxic substances, materials or wastes, defined or regulated as such in or under
any Environmental Law, including, without limitation, friable asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

      "Maturity Date":  the six-month anniversary of the Closing Date.

      "Multiemployer Plan": a Plan which is a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

      "Net Cash Proceeds": (a) in connection with any Capital Markets
Transaction, the actual cash proceeds received from the related issuance or
sale, net of attorneys' fees, investment banking fees, accountants' fees,
underwriting discounts and commissions and other customary fees and expenses
actually incurred in connection therewith and (b) in connection with any
Disposition permitted by subsection 7.4(f), the proceeds thereof in the form of
cash (including any such proceeds received by way of deferred payment of
principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but only as and when received in the form of
cash) of such Disposition, net of attorneys' fees, investment banking fees,
accountants' fees, amounts required to be applied to the repayment of
Indebtedness

                                       11


secured by a Lien expressly permitted hereunder on any asset that is the subject
of such Disposition, net of reasonable amounts, determined in accordance with
GAAP, required to be provided as a reserve against liabilities associated with
the assets which are the subject of such Disposition and other customary fees
and expenses actually incurred in connection therewith and net of taxes paid or
reasonably estimated to be payable as a result thereof (after taking into
account any available tax credits or deductions and any tax sharing
arrangements).

      "Non-Excluded Taxes": as defined in subsection 3.10(a).

      "Notes": as defined in subsection 3.13(d).

      "Note Purchase Agreements": those certain Note Purchase Agreements dated
as of June 30, 1999 and September 25, 1998, respectively, between the Borrower
and the various note holders party thereto, as amended, restated, refinanced,
supplemented or otherwise modified.

      "Obligations": collectively, the unpaid principal of and interest on the
Loans and all other obligations and liabilities of the Borrower under this
Agreement and the other Loan Documents to which it is a party (including,
without limitation, interest accruing at the then applicable rate provided in
this Agreement or any other applicable Loan Document after the maturity of the
Loans and interest accruing at the then applicable rate provided in this
Agreement or any other applicable Loan Document after the filing of any petition
in bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding), whether direct or
indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, this
Agreement, the Notes, the other Loan Documents, Swap Agreements entered into
with Lenders or any other document made, delivered or given in connection
therewith, in each case whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses or otherwise (including, without
limitation, all Attorney Costs of counsel to the Administrative Agent or to the
Lenders that are required to be paid by the Borrower pursuant to the terms of
this Agreement or any other Loan Document).

      "Participant": as defined in subsection 10.6(c).

      "PBGC": the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA and each successor thereto.

      "Permitted Acquisitions": as defined in subsection 7.12.

      "Permitted Investments":

            (a) direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States of
America (or by any agency thereof to the

                                       12


extent such obligations are backed by the full faith and credit of the United
States of America), in each case maturing within one year from the date of
acquisition thereof;

            (b) certificates of deposit of any Lender, certificates of deposit,
eurodollar deposits, time deposits, overnight bank deposits, bankers acceptances
and repurchase agreements of any commercial bank which has capital and surplus
in excess of $200,000,000 and having maturities of one year or less from the
date of acquisition;

            (c) corporate securities, including commercial paper, rated at least
A-2 by Standard & Poor's Ratings Services, a division of the McGraw-Hill
Companies ("S&P") and P-2 by Moody's Investors Service, Inc. ("Moody's") and
corporate debt instruments including medium term notes and floating rate notes
issued by foreign or domestic corporations which pay in Dollars rated at least A
by S&P or Moody's;

            (d) short term tax exempt securities including municipal notes,
commercial paper, auction rate floaters and floating rate notes rated at least
A-1 by S&P or P-1 by Moody's;

            (e) municipal notes rated at least SP-1 by S&P or MIG-2 by Moody's,
and bonds rated at AA by S&P or Moody's;

            (f) auction rate preferred stock or bonds issued with a rate set
mechanism and a maximum term of 180 days rated at least AA by Moody's;

            (g) securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least
AA by S&P or A by Moody's;

            (h) securities with maturities of one year or less from the date of
acquisition fully backed by standby letters of credit issued by any Lender or
any commercial bank satisfying the requirements of clause (b) of this
definition; and

            (i) money market accounts or funds which invest primarily in the
types of securities described in (a) through (h) above.

If both S&P and Moody's cease publishing ratings of investments of any of the
types described above, then equivalent ratings of a nationally recognized rating
agency will apply.

      "Person": an individual, partnership, corporation, business trust, limited
liability company, joint stock company, trust, unincorporated association, joint
venture, Governmental Authority or other entity of whatever nature.

                                       13


      "Plan": at a particular time, any "employee pension benefit plan," as such
term is defined in Section 3(2) of ERISA and which is subject to Title IV of
ERISA and/or Section 412 of the Code, other than a Multiemployer Plan, and in
respect of which the Borrower or a Commonly Controlled Entity is (or, if such
plan were terminated at such time, would under Section 4069 of ERISA be deemed
to be) an "employer" as defined in Section 3(5) of ERISA or to which the
Borrower or a Commonly Controlled Entity contributes or has an obligation to
contribute.

      "Prime Rate": as defined in the definition of "ABR" in this subsection
1.1.

      "Properties": as defined in subsection 4.10(a).

      "Purchase Agreements": as defined in the recitals to this Agreement.

      "Receivables": any accounts receivable of any Person, including, without
limitation, any thereof constituting or evidenced by chattel paper, instruments
or general intangibles, and all proceeds thereof and rights (contractual and
other) and collateral related thereto.

      "Receivables Subsidiary": any special purpose, bankruptcy-remote
Subsidiary that purchases Receivables generated by the Borrower or any of its
Subsidiaries.

      "Receivables Transaction": any transaction or series of transactions
providing for the financing of Receivables of the Borrower or any of its
Subsidiaries, involving one or more sales, contributions or other conveyances by
the Borrower or any of its Subsidiaries of its/their Receivables to Receivables
Subsidiaries which finance the purchase thereof by means of the incurrence of
Indebtedness or otherwise. Notwithstanding anything contained in the foregoing
to the contrary: (a) no portion of the Indebtedness (contingent or otherwise)
with respect to any Receivables Transactions shall (i) be guaranteed by the
Borrower or any of its Subsidiaries, (ii) involve recourse to the Borrower or
any of its Subsidiaries (other than the relevant Receivables Subsidiary), or
(iii) require or involve any credit support or credit enhancement from the
Borrower or any of its Subsidiaries (other than the relevant Receivables
Subsidiary), provided that the Borrower and its Subsidiaries will be permitted
to agree to representations, warranties, covenants and indemnities that are
reasonably customary in accounts receivable securitization transactions of the
type contemplated (none of which representations, warranties, covenants or
indemnities will result in recourse to the Borrower or any of its Subsidiaries
(other than the relevant Receivables Subsidiary) beyond the limited recourse
that is reasonably customary in accounts receivable securitization transactions
of the type contemplated); and (b) the securitization facility and structure
relating to such Receivables Transactions shall be on market terms and
conditions customary for Receivables transactions of the type contemplated.

      "Register": as defined in subsection 10.6(b).

      "Related Parties": with respect to any specified Person, such Person's
Affiliates and the respective directors, officers, employees, and agents of such
Person or such Person's Affiliates.

                                       14


      "Reorganization": with respect to any Multiemployer Plan, the condition
that such plan is in reorganization within the meaning of Section 4241 of ERISA.

      "Reportable Event": any of the events set forth in Section 4043(c) of
ERISA, other than those events as to which the thirty day notice period is
waived under PBGC Reg.Section 4043 or otherwise.

      "Requirement of Law": as to any Person, the certificate of incorporation
and by-laws or other organizational or governing documents of such Person, and
any law, treaty, rule or regulation or determination of an arbitrator or a court
or other Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.

      "Responsible Officer": with respect to any Person, the chief executive
officer and the president of such Person as well as, in the case of the
Borrower, the Vice President and General Counsel of the Borrower, and in the
case of any Guarantor, a duly elected Vice President of such Guarantor, or, with
respect to financial matters, the chief financial officer and the treasurer of
such Person.

      "Restricted Payment": any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests or other
equity interest of the Borrower or any Subsidiary, or any payment (whether in
cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such Equity Interests or other equity
interest or of any option, warrant or other right to acquire any such Equity
Interests or other equity interest.

      "Significant Subsidiary":

            (a) each domestic (i.e., incorporated or organized in the United
States or any state or territory thereof; hereinafter, "domestic") wholly-owned
Subsidiary or other entity formed or acquired by the Borrower or any direct or
indirect Subsidiary (whether existing at the date hereof, or formed or acquired
after the date hereof), if such Subsidiary or entity, after giving effect to the
formation/acquisition of the same, has total assets that exceed five percent of
the domestic "Consolidated Total Assets," valued as of the occurrence/closing of
such formation/acquisition or as of the last day of any fiscal year thereafter;
and

            (b) each domestic Subsidiary or entity (whether existing at the date
hereof, or formed or acquired after the date hereof) in which the Borrower or
any Guarantor has, directly or indirectly, a 66.67% or greater but less than
100% ownership interest which becomes or is a Subsidiary if such Subsidiary or
entity, after giving effect to the formation/acquisition of the same, has total
assets that exceed five percent of the domestic "Consolidated Total Assets,"
valued as of the occurrence/closing of such formation/acquisition or as of the
last day of any fiscal year thereafter.

                                       15


      "Signing Date": the date on which the Lenders have signed this Agreement.

      "Single Employer Plan": any Plan which is covered by Title IV of ERISA,
but which is not a Multiemployer Plan.

      "Subsidiary": as to any Person ("parent"), a corporation, partnership or
other entity (a) the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, or (b) of
which shares of stock or other ownership interests having ordinary voting power
(other than stock or such other ownership interests having such power only by
reason of the happening of a contingency) to elect a majority of the board of
directors or other managers of such corporation, partnership or other entity are
at the time owned, or the management of which is otherwise controlled, directly
or indirectly through one or more intermediaries, or both, by such Person.
Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a direct or indirect Subsidiary
or Subsidiaries of the Borrower and shall include the Target and its
subsidiaries.

      "Subsidiary Stock": with respect to any Person, the Equity Interests of
any Subsidiary of such Person.

      "Swap Agreement": any agreement with respect to any swap, forward, future
or derivative transaction or option or similar agreement involving, or settled
by reference to, one or more rates, currencies, commodities, equity or debt
instruments or securities, or economic, financial or pricing indices or measures
of economic, financial or pricing risk or value or any similar transaction or
any combination of these transactions; provided that no phantom stock or similar
plan providing for payments only on account of services provided by current or
former directors, officers, employees or consultants of the Borrower or any of
its Subsidiaries shall be a Swap Agreement.

      "Syndication Agent": as defined in the preamble to this Agreement.

      "Target": as defined in the recitals to this Agreement.

      "Transaction": as defined in the recitals to this Agreement.

      "Transferee": as defined in subsection 10.6(e).

      "Type": as to any Loan, its nature as an ABR Loan or a LIBOR Loan.

            1.2 Other Definitional Provisions

            (a) Unless otherwise specified therein, all terms defined in this
Agreement shall have the defined meanings when used in any Notes or any other
Loan Documents delivered pursuant hereto.

                                       16


            (b) As used herein or in any of the other Loan Documents, accounting
terms relating to the Borrower and its Subsidiaries not defined in subsection
1.1, and accounting terms partly defined in subsection 1.1, but only to the
extent not so defined, shall have the respective meanings given to them under
GAAP. If at any time any change in GAAP or in the manner in which the Borrower
shall be required or permitted to disclose its financial results in its filings
with the Securities and Exchange Commission (i.e., a change which is
inconsistent with the manner disclosed by the Borrower in its Annual Report on
Form 10-K for the fiscal year ended December 27, 2003) would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrower or the Majority Lenders shall so request, the
Administrative Agent, the Lenders and the Borrower shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change (subject to the approval of the Majority Lenders); provided
that, until so amended, (i) such ratio or requirement shall continue to be
computed in accordance with GAAP and as calculated consistent with the manner
disclosed by the Borrower in its Annual Report on Form 10-K for the fiscal year
ended December 27, 2003 prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change.

            (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified. In the computation of periods of time from a specified date
to a later specified date, the word "from" means "from and including;" the words
"to" and "until" each mean "to but excluding;" and the word "through" means "to
and including." Each reference to "basis points" or "bps" shall be interpreted
in accordance with the convention that 100 bps = 1.0%.

            (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

            1.3 Rounding

            Any financial ratios required to be maintained by the Borrower
pursuant to this Agreement shall be calculated by dividing the appropriate
component by the other component, carrying the result to one place more than the
number of places by which such ratio is expressed herein and rounding the result
up or down to the nearest number (with a rounding-up if there is no nearest
number).

                                       17


            1.4 References to Agreements and Laws

            Unless otherwise expressly provided herein, (a) references to
agreements (including the Loan Documents) and other contractual instruments
shall be deemed to include all subsequent amendments, restatements, extensions,
supplements and other modifications thereto, but only to the extent that such
amendments, restatements, extensions, supplements and other modifications are
not prohibited by any Loan Document; and (b) references to any Law shall include
all statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting such Law.

                      SECTION 2. AMOUNT AND TERMS OF LOANS

            2.1 Loans

            (a) Subject to the terms and conditions hereof, each Lender
severally agrees to make a loan (individually, a "Loan" and collectively, the
"Loans") to the Borrower on the Closing Date, in an aggregate principal amount
equal to such Lender's Commitment.

            (b) The Loans may from time to time be (i) LIBOR Loans, (ii) ABR
Loans or (iii) a combination thereof, as determined by the Borrower and notified
to the Administrative Agent in accordance with subsections 2.2 and 3.2. Each
Lender may at its option make any LIBOR Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that any exercise
of such option shall not affect the obligation of the Borrower to repay such
Loan in accordance with the terms of this Agreement.

            (c) The failure of any Lender to make the Loan to be made by it
shall not relieve any other Lender of its obligation, if any, hereunder to make
its Loan on the Closing Date, but no Lender shall be responsible for the failure
of any other Lender to make the Loan to be made by such other Lender on the
Closing Date.

            2.2 Procedure for Borrowing

            The Borrower shall give the Administrative Agent irrevocable notice
(which notice must be received by the Administrative Agent prior to 10:00 A.M.,
New York City time, three Business Days prior to the anticipated Closing Date,
in the case of LIBOR Loans and on the Closing Date, in the case of ABR Loans)
requesting that the Lenders make the Loans on the Closing Date. Any such notice
shall specify (x) whether the borrowing is to be comprised of LIBOR Loans, ABR
Loans or a combination thereof and (y) if the borrowing is to be entirely or
partly comprised of LIBOR Loans, the amount of such LIBOR Loan and the length of
the initial Interest Period therefor. Upon receipt of such notice the
Administrative Agent shall promptly notify each Lender thereof. Prior to 11:00
A.M., New York City time in the case of LIBOR Loans, and prior to 12:00 Noon,
New York City time in the case of ABR Loans, on the Closing Date, each Lender
shall make available to the Administrative Agent at its office specified in
subsection 10.2 an amount in immediately available funds in Dollars equal to the
Loan to be

                                       18


made by such Lender. The Administrative Agent shall credit the account of the
Borrower on the books of such office of the Administrative Agent with the
aggregate of the amounts made available to the Administrative Agent by the
Lenders and in like funds as received by the Administrative Agent.

            2.3 Fees

            The Borrower shall pay an arrangement fee to the Joint Bookrunners
for their account, in the amount and at the time specified in the letter
agreement, dated January 8, 2004 (the "Fee Letter"), between the Borrower, the
Joint Bookrunners, JPMCB and Lehman Commercial Paper Inc. Such fee shall be
nonrefundable for any reason whatsoever.

            2.4 Termination or Reduction of Commitments

            (a) The Borrower shall have the right, upon not less than four
Business Days' notice to the Administrative Agent, to terminate the Commitments
or to reduce the amount of the Commitments; provided that no such termination or
reduction shall be permitted if, after giving effect thereto, either (a) the
Commitments would not be greater than or equal to zero or (b) the Commitment of
any Lender would not be greater than or equal to zero. Any such reduction shall
be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess
thereof, and shall reduce permanently the Commitments. The Administrative Agent
shall give each Lender prompt notice of any notice received from the Borrower
pursuant to this subsection 2.4.

            (b) If the Borrower or any of its Subsidiaries consummates any
Capital Markets Transaction on or prior to the Closing Date which results in the
receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds with
respect thereto, the Commitments shall be reduced, on the same Business Day on
which such Net Cash Proceeds are received, in an amount equal to the amount of
such Net Cash Proceeds.

            (c) If the Borrower or any of its Subsidiaries consummates any
Disposition permitted by subsection 7.4(f) on or prior to the Closing Date which
requires a reduction of the Commitments pursuant to such subsection, the
Commitments shall be reduced, on the same Business Day on which the relevant Net
Cash Proceeds are received, in an amount equal to the amount of such Net Cash
Proceeds.

            (d) Any Commitments not drawn on the date the Transaction is
consummated shall terminate.

            2.5 Repayment of Loans

            The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Loan on the Maturity Date. The Borrower hereby further agrees to
pay to the Administrative Agent for the account of each Lender interest on the
unpaid principal amount of the Loans outstanding until payment in full thereof
at the rates per annum, and on the dates, set forth in subsection 3.4.

                                       19


                         SECTION 3. CERTAIN PROVISIONS
                             APPLICABLE TO THE LOANS

            3.1 Optional and Mandatory Prepayments

            (a) If the Borrower or any of its Subsidiaries consummates any
Capital Markets Transaction subsequent to the Closing Date which results in the
receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds with
respect thereto, the Borrower shall prepay, on the Business Day next succeeding
the day on which such Net Cash Proceeds are received, any outstanding Loans,
with the amount of such prepayment being equal to the amount of such Net Cash
Proceeds.

            (b) If the Borrower or any of its Subsidiaries consummates any any
Disposition permitted by subsection 7.4(f) subsequent to the Closing Date which
requires that the Loans be prepaid pursuant to such subsection, the Borrower
shall prepay, on the Business Day next succeeding the day on which the relevant
Net Cash Proceeds are received, any outstanding Loans, with the amount of such
prepayment being equal to the amount of such Net Cash Proceeds.

            (c) The Borrower may at any time and from time to time prepay
outstanding Loans, in whole or in part, without premium or penalty (other than
any amounts payable pursuant to subsection 3.11 if such prepayment is of LIBOR
Loans and is made on a day other than the last day of the Interest Period with
respect thereto), upon at least four Business Days' irrevocable notice to the
Administrative Agent specifying the date and amount of prepayment and whether
the prepayment is of LIBOR Loans, ABR Loans, a combination thereof, if of a
combination thereof, the amount allocable to each. Upon receipt of any such
notice the Administrative Agent shall promptly notify each Lender thereof. If
any such notice is given, the amount specified in such notice shall be due and
payable by the Borrower on the date specified therein. Partial prepayments of
Loans shall be in an aggregate principal amount of at least $5,000,000 or an
integral multiple of $1,000,000 in excess thereof.

            (d) Amounts to be applied to prepayments of Loans pursuant to
subsections 3.1(a) and (b) shall be applied, without duplication, first, to
prepay ABR Loans, if applicable, and, second, to prepay LIBOR Loans. Each
prepayment of the Loans under this subsection 3.1 shall be accompanied by
payment of accrued interest to the date of such prepayment on the amount
prepaid.

                                       20


            3.2 Conversion and Continuation Options

            (a) The Borrower may elect from time to time to convert LIBOR Loans
to ABR Loans by giving the Administrative Agent at least two Business Days'
prior irrevocable notice of such election. The Borrower may elect from time to
time to convert ABR Loans to LIBOR Loans by giving the Administrative Agent at
least three Business Days' prior irrevocable notice of such election. Any such
notice of conversion to LIBOR Loans shall specify the length of the initial
Interest Period therefor. Upon receipt of any such notice the Administrative
Agent shall promptly notify each Lender thereof. All or any part of outstanding
LIBOR Loans and ABR Loans may be converted as provided herein, provided that (i)
no Loan may be converted into a LIBOR Loan when any Event of Default has
occurred and is continuing and the Administrative Agent has or the Majority
Lenders have determined that such a conversion is not appropriate and (ii) no
Loan may be converted into a LIBOR Loan after the date that is one month prior
to the Maturity Date.

            (b) Any LIBOR Loans may be continued as such upon the expiration of
the then current Interest Period with respect thereto by the Borrower giving
notice to the Administrative Agent, in accordance with the applicable provisions
of the term "Interest Period" set forth in subsection 1.1, of the length of the
next Interest Period to be applicable to such Loans, provided that no LIBOR Loan
may, except as provided in the following proviso, be continued as such (A) when
any Event of Default has occurred and is continuing and the Administrative Agent
has or the Majority Lenders have determined that such a continuation is not
appropriate or (B) after the date that is one month prior to the Maturity Date,
and provided, further, that if the Borrower shall fail to give such notice or if
such continuation is not permitted, all Loans shall be automatically converted
to ABR Loans on the last day of such then expiring Interest Period. Upon receipt
of any notice pursuant to this subsection 3.2(b), the Administrative Agent shall
promptly notify each Lender thereof.

            3.3 Maximum Number of Tranches

            Notwithstanding anything contained herein to the contrary, after
giving effect to the transactions contemplated hereby, unless consented to by
the Administrative Agent in its sole discretion, there shall not be more than
twelve different Interest Periods in effect in respect of all Loans at any one
time outstanding.

            3.4 Interest Rates and Payment Dates

            (a) Each LIBOR Loan shall bear interest for each day during each
Interest Period with respect thereto at a rate per annum equal to the Adjusted
LIBO Rate determined for such Interest Period plus the Applicable Margin.

            (b) Each ABR Loan shall bear interest at a rate per annum equal to
the ABR.

                                       21


            (c) If all or a portion of (i) any principal of any Loan, (ii) any
interest payable thereon, or (iiii) any other amount payable hereunder shall not
be paid when due (whether at the stated maturity, by acceleration or otherwise),
the principal of the Loans and any such overdue interest or other amount shall
bear interest at a rate per annum which is (x) in the case of principal, the
rate that would otherwise be applicable thereto pursuant to the foregoing
provisions of this subsection plus 2% or (y) in the case of any such overdue
interest or other amount, the rate described in paragraph (b) of this subsection
plus 2%, in each case from the date of such non-payment until such overdue
principal, interest or other amount is paid in full (as well after as before
judgment).

            (d) Interest pursuant to this subsection shall be payable in arrears
on each Interest Payment Date, provided that interest accruing pursuant to
paragraph (c) of this subsection shall be payable from time to time on demand.

            3.5 Computation of Interest and Fees

            (a) Whenever interest is calculated on the basis of the Prime Rate,
interest shall be calculated on the basis of a 365 (or 366, as the case may be)
day year for the actual days elapsed; and, otherwise, interest and fees shall be
calculated on the basis of a 360-day year for the actual days elapsed. The
Administrative Agent shall as soon as practicable notify the Borrower and the
Lenders of each determination of an Adjusted LIBO Rate. Any change in the
interest rate on a Loan resulting from a change in the ABR or the Eurocurrency
Reserve Requirements, shall become effective as of the opening of business on
the day on which such change becomes effective. The Administrative Agent shall
as soon as practicable notify the Borrower and the Lenders of the effective date
and the amount of each such change in interest rate.

            (b) Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to subsection 3.4(a) or (b).

            3.6 Inability to Determine Interest Rate

      If prior to the first day of any Interest Period:

            (a) the Administrative Agent shall have determined in good faith
(which determination shall be conclusive and binding upon the Borrower) that, by
reason of circumstances affecting the relevant market, adequate and reasonable
means do not exist for ascertaining the Adjusted LIBO Rate for such Interest
Period, or

            (b) the Administrative Agent shall have received notice from the
Majority Lenders that the Adjusted LIBO Rate determined or to be determined for
such Interest Period

                                       22


will not adequately and fairly reflect the cost to such Lenders (as given in
good faith and conclusively certified by such Lenders) of making or maintaining
their affected Loans during such Interest Period, the Administrative Agent shall
give telecopy or telephonic notice thereof to the Borrower and the Lenders as
soon as practicable thereafter. If such notice is given, (w) any LIBOR Loans
requested to be made on the first day of such Interest Period shall be made as
ABR Loans, provided, that, notwithstanding the provisions of subsection 2.2, the
Borrower may cancel the request for such LIBOR Loan by written notice to the
Administrative Agent one Business Day prior to the first day of such Interest
Period and the Borrower shall not be subject to any liability pursuant to
subsection 3.11 with respect to such cancelled request, (x) any Loans that were
to have been converted on the first day of such Interest Period to LIBOR Loans
shall be continued as ABR Loans, and (y) any outstanding LIBOR Loans shall be
converted, on the first day of such Interest Period, to ABR Loans. Until such
notice has been withdrawn by the Administrative Agent, no further LIBOR Loans
shall be made or continued as such, nor shall the Borrower have the right to
convert ABR Loans to LIBOR Loans.

            3.7 Pro Rata Treatment and Payments

            (a) Except to the extent provided elsewhere in this Agreement to the
contrary, each payment of principal or interest in respect of the Loans shall be
made pro rata according to the amounts then due and owing to the respective
Lenders.

            (b) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Loans shall be made pro rata
according to the respective outstanding principal amounts of the Loans then due
and owing to the Lenders. All payments (including prepayments) to be made by the
Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without set off or counterclaim and shall be made prior
to 12:00 Noon, New York City time, on the due date thereof to the Administrative
Agent, for the account of the Lenders, at the Administrative Agent's office
specified in subsection 10.2, in Dollars and in immediately available funds. The
Administrative Agent shall distribute such payments to the Lenders promptly upon
receipt. If any payment hereunder (other than payments on the LIBOR Loans)
becomes due and payable on a day other than a Business Day, such payment shall
be extended to the next succeeding Business Day, and, with respect to payments
of principal, interest thereon shall be payable at the then applicable rate
during such extension. If any payment on a LIBOR Loan becomes due and payable on
a day other than a Business Day, the maturity of such payment shall be extended
to the next succeeding Business Day (and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension) unless the result of such extension would be to extend such payment
into another calendar month, in which event such payment shall be made on the
immediately preceding Business Day.

            (c) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to the Closing Date that such Lender will not make
the amount that would constitute its Commitment (or any portion thereof)
available to the Administrative Agent, the Administrative Agent may assume that
such Lender is making such amount available to the

                                       23


Administrative Agent, and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower a corresponding amount. If such
amount is not made available to the Administrative Agent by the required time on
the Closing Date, such Lender shall pay to the Administrative Agent, on demand,
such amount with interest thereon at a rate equal to the daily average Federal
Funds Effective Rate for the period until such Lender makes such amount
immediately available to the Administrative Agent. A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts owing
under this subsection shall be conclusive in the absence of manifest error. If
such Lender's Commitment (or any portion thereof) is not made available to the
Administrative Agent by such Lender within three Business Days of the Closing
Date, the Administrative Agent shall also be entitled to recover such amount
with interest thereon equal to the rate per annum applicable to ABR Loans
hereunder, on demand, from the Borrower (without prejudice to any rights
Borrower may have against any such Lender).

            3.8 Illegality

      Notwithstanding any other provision herein, if any Lender determines that
the adoption of or any change in any Requirement of Law or any change in the
interpretation or application thereof after the date hereof shall make it
unlawful for such Lender to maintain LIBOR Loans as contemplated by this
Agreement, then, on notice thereof by such Lender to the Borrower through the
Administrative Agent, (a) the commitment of such Lender hereunder to convert ABR
Loans to LIBOR Loans shall forthwith be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such
determination no longer exists, (b) such Lender's Loans then outstanding as
LIBOR Loans, if any, shall be converted automatically to ABR Loans on the
respective last days of the then current Interest Periods with respect to such
Loans or within such earlier period as required by law. If any such conversion
or prepayment of a LIBOR Loan occurs on a day which is not the last day of the
then current Interest Period with respect thereto, the Borrower shall pay to
such Lender such amounts, if any, as may be required pursuant to subsection
3.11.

            3.9 Requirements of Law

            (a) If the adoption of or any change in any Requirement of Law or
any change in the interpretation or application thereof or compliance by any
Lender with any request or directive (whether or not having the force of law)
from any central bank or other Governmental Authority made subsequent to the
date hereof:

                  (i) shall subject any Lender to any tax of any kind whatsoever
            with respect to this Agreement, any Note or any LIBOR Loan made by
            it, or change the basis of taxation of payments to such Lender in
            respect thereof (except for Non-Excluded Taxes covered by subsection
            3.10 and changes in the rate of tax on the overall net income or
            franchise taxes (in lieu of net income taxes) of such Lender imposed
            by the jurisdiction where such Lender's principal or lending office
            is located);

                                       24


                  (ii) shall impose, modify or hold applicable any reserve,
            special deposit, compulsory loan or similar requirement against
            assets held by, deposits or other liabilities in or for the account
            of, advances, loans or other extensions of credit by, or any other
            acquisition of funds by, any office of such Lender which is not
            otherwise included in the determination of the Adjusted LIBO Rate;
            or

                  (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining LIBOR Loans or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall
promptly pay such Lender such additional amount or amounts as will compensate
such Lender for such increased cost or reduced amount receivable.

            (b) If any Lender shall have determined that after the date hereof
the adoption of or any change in any Requirement of Law regarding capital
adequacy or any change in the interpretation or application thereof or
compliance by such Lender or any corporation controlling such Lender with any
request or directive regarding capital adequacy (whether or not having the force
of law) from any Governmental Authority made subsequent to the date hereof shall
have the effect of reducing the rate of return on such Lender's or such
corporation's capital as a consequence of its obligations hereunder to a level
below that which such Lender or such corporation could have achieved but for
such adoption, change or compliance (taking into consideration such Lender's or
such corporation's policies with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time, the Borrower shall
promptly pay to such Lender such additional amount or amounts as will compensate
such Lender or such corporation for such reduction.

            (c) If any Lender becomes entitled to claim any additional amounts
pursuant to this subsection, it shall notify the Borrower (with a copy to the
Administrative Agent) of the event by reason of which it has become so entitled;
provided that if such Lender fails to notify the Borrower that such Lender
intends to claim any such reimbursement or compensation within 120 days after
such Lender has knowledge of its claim therefor, the Borrower shall not be
obligated to compensate such Lender for the amount of such Lender's claim
accruing prior to the date which is 120 days before the date on which such
Lender first notifies the Borrower that it intends to make such claim; it being
understood that the calculation of the actual amounts may not be practicable
within such period and such Lender may provide such calculation as soon as
reasonably practicable thereafter without affecting or limiting the Borrower's
payment obligations hereunder. A certificate as to any additional amounts
payable pursuant to this subsection submitted by such Lender to the Borrower
(with a copy to the Administrative Agent) shall be conclusive in the absence of
manifest error. The agreements in this subsection shall survive the termination
of this Agreement and each other Loan Document and the payment of the Loans and
all other amounts payable hereunder and thereunder.

            3.10 Taxes

                                       25


            (a) All payments made by the Borrower under any Loan Document shall
be made free and clear of, and without deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority, excluding
net income taxes and franchise taxes (imposed in lieu of net income taxes)
imposed on the Administrative Agent or any Lender as a result of a present or
former connection between the Administrative Agent or such Lender and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the Administrative Agent or such Lender having
executed, delivered or performed its obligations or received a payment under, or
enforced, any Loan Document). If any such non-excluded taxes, levies, imposts,
duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") are
required to be withheld from any amounts payable to the Administrative Agent or
any Lender hereunder or under any other Loan Document, the amounts so payable to
the Administrative Agent or such Lender shall be increased to the extent
necessary to yield to the Administrative Agent or such Lender (after payment of
all Non-Excluded Taxes) interest or any such other amounts payable hereunder at
the rates or in the amounts specified in such Loan Document, provided, however,
that the Borrower shall not be required to increase any such amounts payable to
any Lender that is not organized under the laws of the United States of America
or a state thereof if such Lender fails to comply with the requirements of
paragraph (b) of this subsection. Whenever any Non-Excluded Taxes are payable by
the Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for its own account or for the account of such Lender, as
the case may be, a certified copy of an original official receipt received by
the Borrower showing payment thereof. If the Borrower fails to pay any
Non-Excluded Taxes when due to the appropriate taxing authority or fails to
remit to the Administrative Agent the required receipts or other required
documentary evidence, the Borrower shall indemnify the Administrative Agent and
the Lenders for any incremental taxes, interest or penalties that may become
payable by the Administrative Agent or any Lender as a result of any such
failure. The agreements in this subsection shall survive the termination of this
Agreement and each other Loan Document and the payment of the Loans and all
other amounts payable hereunder and thereunder.

            (b) Each Lender (or Transferee) that is not a citizen or resident of
the United States of America, a corporation, partnership or other entity created
or organized in or under the laws of the United States of America (or any
jurisdiction thereof), or any estate or trust that is subject to federal income
taxation regardless of the source of its income (a "Non-U.S. Lender") shall
deliver to the Borrower and the Administrative Agent (or, in the case of a
Participant, to the Lender from which the related participation shall have been
purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or
Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S.
federal withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest" a statement substantially in the form of
Exhibit B and a Form W-8BEN, or any subsequent versions thereof or successors
thereto properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Borrower under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S.

                                       26


Lender on or before the date it becomes a party to any Loan Document (or, in the
case of any Participant, on or before the date such Participant purchases the
related participation). In addition, each Non-U.S. Lender shall deliver such
forms promptly upon the obsolescence or invalidity of any form previously
delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify
the Borrower at any time it determines that it is no longer in a position to
provide any previously delivered certificate to the Borrower (or any other form
of certification adopted by the U.S. taxing authorities for such purpose).
Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall
not be required to deliver any form pursuant to this paragraph that such
Non-U.S. Lender is not legally able to deliver.

            (c) A Lender that is entitled to an exemption from or reduction of
non-U.S. withholding tax under the law of the jurisdiction in which the Borrower
is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, provided that such Lender is
legally entitled to complete, execute and deliver such documentation and in such
Lender's reasonable judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender.

            3.11 Break Funding Payments

            The Borrower agrees to indemnify each Lender and to hold each Lender
harmless from any loss or expense which such Lender may sustain or incur as a
consequence of (a) default by the Borrower in making a conversion into or
continuation of LIBOR Loans, after the Borrower has given a notice requesting
the same in accordance with the provisions of this Agreement, (b) default by the
Borrower in making any prepayment after the Borrower has given a notice thereof
in accordance with the provisions of this Agreement or any other Loan Document,
or (c) the making of a prepayment of LIBOR Loans, or the conversion of LIBOR
Loans to ABR Loans, on a day which is not the last day of an Interest Period
with respect thereto or (d) any assignment as a result of a request by the
Borrower pursuant to subsection 3.12 of any LIBOR Loan. Such indemnification may
include an amount equal to the excess, if any, of (i) the amount of interest
which would have accrued on the amount so prepaid or converted, or not so
borrowed, prepaid, converted or continued, for the period from the date of such
prepayment or conversion or of such failure to borrow, prepay, convert or
continue to the last day of such Interest Period (or, in the case of a failure
to borrow, convert or continue, the Interest Period that would have commenced on
the date of such failure) at the applicable rate of interest for such Loans
provided for herein over (ii) the amount of interest (as reasonably determined
by such Lender) which would have accrued to such Lender on such amount by
placing such amount on deposit for a comparable period with leading Lenders in
the interbank eurodollar market. This covenant shall survive the termination of
this Agreement and each other Loan Document and the payment of the Loans and all
other amounts payable hereunder and thereunder. A certificate as to any
additional amounts payable pursuant to this subsection submitted by such Lender
to the

                                       27


Borrower (with a copy to the Administrative Agent) shall be conclusive in the
absence of manifest error.

            3.12 Change of Lending Office; Removal of Lender

            Each Lender agrees that if it makes any demand for payment under
subsection 3.9 or 3.10(a), or if any adoption or change of the type described in
subsection 3.8 shall occur with respect to it, (i) it will use reasonable
efforts (consistent with its internal policy and legal and regulatory
restrictions and so long as such efforts would not be disadvantageous to it, as
determined in its sole discretion) to designate a different lending office if
the making of such a designation would reduce or obviate the need for the
Borrower to make payments under subsection 3.9 or 3.10(a), or would eliminate or
reduce the effect of any adoption or change described in subsection 3.8 or (ii)
it will, upon at least five Business Days' notice from the Borrower to such
Lender and the Administrative Agent, assign, pursuant to and in accordance with
the provisions of subsection 10.6, to one or more Assignees designated by the
Borrower all, but not less than all, of such Lender's rights and obligations
hereunder, without recourse to or warranty by, or expense to, such Lender, for a
purchase price equal to the outstanding principal amount of each Loan then owing
to such Lender plus any accrued but unpaid interest thereon and, in addition,
all additional costs and reimbursements, expense reimbursements and indemnities,
if any, owing in respect of such Lender's Commitment hereunder at such time
(including any amount that would be payable under subsection 3.11 if such
assignment were, instead, a prepayment in full of all amounts owing to such
Lender and also including all amounts then payable to such Lender pursuant to
subsections 3.9 and/or 3.10) shall be paid to such Lender.

            3.13 Evidence of Debt

            (a) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing indebtedness of the Borrower to such Lender
resulting from each Loan of such Lender from time to time, including the amounts
of principal and interest payable and paid to such Lender from time to time
under this Agreement.

            (b) The Administrative Agent shall maintain the Register pursuant to
subsection 10.6(b), and a subaccount therein for each Lender, in which shall be
recorded (i) the Type and, in the case of LIBOR Loans, the Interest Period
applicable to each Loan, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder
and (iii) both the amount of any sum received by the Administrative Agent
hereunder from the Borrower and each Lender's share thereof.

            (c) The entries made in the Register and the accounts of each Lender
maintained pursuant to subsection 3.13(a) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the

                                       28


obligation of the Borrower to repay (with applicable interest) the Loans made to
such Borrower by such Lender in accordance with the terms of this Agreement.

            (d) The Borrower agrees that, upon the request to the Administrative
Agent by any Lender, the Borrower will execute and deliver to such Lender a
promissory note of the Borrower evidencing the Loans of such Lender,
substantially in the form of Exhibit C with appropriate insertions as to date
and principal amount (a "Note").

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

      To induce the Administrative Agent and the Lenders to enter into this
Agreement and to make the Loans, the Borrower hereby represents and warrants to
the Administrative Agent and each Lender that:

            4.1 Financial Condition

            (a) The consolidated and consolidating balance sheets of the
Borrower and its consolidated Subsidiaries as at December 27, 2003 and December
28, 2002, respectively, and the related consolidated and consolidating
statements of operations and of cash flows for the fiscal years ended on such
dates, reported on by BDO Seidman, LLP, copies of which have heretofore been
furnished to each Lender, present fairly, in all material respects, the
consolidated and consolidating financial condition of the Borrower and its
consolidated Subsidiaries as at such dates, and the consolidated and
consolidating results of their operations and of their cash flows for the fiscal
years then ended. All such financial statements, including the related schedules
and notes thereto, were, as of the date prepared, prepared in accordance with
GAAP applied consistently throughout the periods involved (except as otherwise
expressly noted therein, and show all material Indebtedness and other
liabilities, direct or contingent, of the Borrower and each of its Subsidiaries
as of the dates thereof, including liabilities for taxes, material commitments
and Indebtedness. Neither the Borrower nor any of its consolidated Subsidiaries
had, at the date of the most recent balance sheets referred to above, any
material Guarantee Obligation, material contingent liability or material
liability for taxes, or any material long-term lease or material forward or
long-term commitment, including, without limitation, any interest rate or
foreign currency swap or exchange transaction, which is not reflected in the
foregoing statements or in the notes thereto.

            (b) As of the date hereof, there are no material liabilities or
obligations of the Borrower or any of its Subsidiaries, whether direct or
indirect, absolute or contingent, or matured or unmatured, other than (i) as
disclosed or provided for in the financial statements and notes thereto which
are referred to above, or (ii) which are disclosed elsewhere in this Agreement
or in the Schedules hereto, or (iii) arising in the ordinary course of business
since December 27, 2003 or (iv) created by this Agreement. As of the date
hereof, the written information, exhibits and reports furnished by the Borrower
to the Lenders in connection with the negotiation of this Agreement, taken as a
whole, are complete and correct in all material respects.

                                       29


            4.2 No Change

            Since December 27, 2003, there has been no development or event
which has had or could reasonably be expected to have a Material Adverse Effect.

            4.3 Corporate Existence; Compliance with Law

            Each of the Borrower and its Subsidiaries (a) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (b) has the corporate power and authority, and the legal right, to
own and operate its property, to lease the property it operates as lessee and to
conduct the business in which it is currently engaged, (c) is duly qualified as
a foreign corporation and in good standing under the laws of each jurisdiction
where its ownership, lease or operation of property or the conduct of its
business requires such qualification and (d) is in compliance with all
Requirements of Law (provided that no representation or warranty is made in this
subsection 4.3(d) with respect to Requirements of Law referred to in subsections
4.8, 4.10, 4.14 or 4.15 (b)), except to the extent that the failure of the
foregoing clauses (a) (only with respect to Subsidiaries of the Borrower which
are not Guarantors), (c) and (d) to be true and correct could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

            4.4 Corporate Power; Authorization; Enforceable Obligations

            Each of the Borrower and the Guarantors has the requisite corporate
power and authority, and the legal right, to make, deliver and perform the Loan
Documents to which it is a party and, in the case of the Borrower, to borrow
hereunder and has taken all necessary corporate action to authorize (in the case
of the Borrower) the borrowings on the terms and conditions of this Agreement
and any Notes and to authorize the execution, delivery and performance of the
Loan Documents to which it is a party. No consent or authorization of, filing
with, notice to or other act by or in respect of, any Governmental Authority or
any other Person is required with respect to the Borrower or any of its
Subsidiaries in connection with the borrowings hereunder or with the execution,
delivery, performance, validity or enforceability of the Loan Documents to which
the Borrower or any Guarantor is a party. This Agreement and each other Loan
Document to which the Borrower or any Guarantor is, or is to become, a party has
been or will be, duly executed and delivered on behalf of the Borrower or such
Guarantor. This Agreement and each other Loan Document to which the Borrower or
any Guarantor is, or is to become, a party constitutes or will constitute, a
legal, valid and binding obligation of the Borrower or such Guarantor, as the
case may be, enforceable against the Borrower or such Guarantor, as the case may
be, in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

            4.5 No Legal Bar

                                       30


            The execution, delivery and performance of the Loan Documents, the
borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law or Contractual Obligation of the Borrower or of any of its
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect and will not result in, or require, the creation or imposition of any
Lien on any of its or their respective properties or revenues pursuant to any
such Requirement of Law or Contractual Obligation which could reasonably be
expected to have a Material Adverse Effect.

            4.6 No Material Litigation

            No litigations, investigations or proceedings of or before any
arbitrator or Governmental Authority are pending or, to the knowledge of the
Borrower, threatened by or against the Borrower or any of its Subsidiaries or
against any of its or their respective properties (a) with respect to any of the
Loan Documents or any of the transactions contemplated hereby or thereby, or (b)
which if adversely determined would, individually or in the aggregate, have a
Material Adverse Effect.

            4.7 No Default

            Neither the Borrower nor any of its Subsidiaries is in default under
or with respect to any of its Contractual Obligations in any respect which could
reasonably be expected to have a Material Adverse Effect. No Default or Event of
Default has occurred and is continuing. Each of the Borrower and its
Subsidiaries and the Guarantors has satisfied all outstanding judgments (other
than any such judgment which has been stayed pending appeal) and neither the
Borrower nor any of its Subsidiaries is in default with respect to any
outstanding judgment, writ, injunction, decree, rule or regulation of any court,
arbitrator or federal, state, municipal or other governmental authority,
commission, board, bureau, agency or instrumentality, domestic or foreign,
except to the extent that such defaults would not, in any case or in the
aggregate, have a Material Adverse Effect.

            4.8 Taxes

            Except as set forth on Schedule 4.8, each of the Borrower and its
Subsidiaries has filed or caused to be filed all Federal, state, and other
material tax returns which, to the knowledge of the Borrower, are required to be
filed and has paid all taxes shown to be due and payable on said returns or on
any assessments made against it (other than any the amount or validity of which
are currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of the Borrower or its Subsidiaries, as the case may be), except to the
extent that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.

            4.9 Purpose of Loans

                                       31


            The purpose of the Loans is to finance the Transaction and to pay
related fees and expenses.

            4.10 Environmental Matters

            Except to the extent that the failure of the following statements to
be true and correct could not reasonably be expected to have a Material Adverse
Effect:

            (a) The facilities and properties owned, leased or operated by the
Borrower or any of its Subsidiaries (the "Properties") do not contain, and have
not previously contained, any Materials of Environmental Concern in amounts or
concentrations which (i) constitute or constituted a violation of, or (ii) could
reasonably be expected to give rise to liability under, any Environmental Law.

            (b) The Properties and all operations at the Properties are in
compliance, and have in the last five years been in compliance, in all material
respects with all applicable Environmental Laws, and there is no contamination
at, under or about the Properties or violation of any Environmental Law with
respect to the Properties or the business operated by the Borrower or any of its
Subsidiaries (the "Business") which could reasonably be expected to materially
interfere with the continued operation of the Properties or materially impair
the fair saleable value thereof.

            (c) Neither the Borrower nor any of its Subsidiaries has received
any notice of violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business, nor
does the Borrower have knowledge or reason to believe that any such notice will
be received or is being threatened.

            (d) Materials of Environmental Concern have not been transported or
disposed of from the Properties in violation of, or in a manner or to a location
which could reasonably be expected to give rise to liability under, any
Environmental Law, nor have any Materials of Environmental Concern been
generated, treated, stored or disposed of at, on or under any of the Properties
in violation of, or in a manner that could reasonably be expected to give rise
to liability under, any applicable Environmental Law.

            (e) No judicial proceeding or governmental or administrative action
is pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which the Borrower or any Subsidiary is or will be named as
a party with respect to the Properties or the Business, nor are there any
consent decrees or other written decrees, consent orders, administrative orders
or other orders, or other final administrative or judicial requirements
outstanding under any Environmental Law with respect to the Properties or the
Business.

                                       32


            (f) There has been no release or threat of release of Materials of
Environmental Concern at or from the Properties, or arising from or related to
the operations of the Borrower or any Subsidiary in connection with the
Properties or otherwise in connection with the Business, in violation of or in
amounts or in a manner that could reasonably be expected to give rise to
liability under Environmental Laws.

            4.11 Disclosure

            The statements and information contained herein and in any of the
information provided to the Administrative Agent or the Lenders in writing
(other than financial projections) in connection with or pursuant to this
Agreement, taken as a whole, do not contain any untrue statement of any material
fact, or omit to state a fact necessary in order to make such statements or
information not misleading in any material respect, in each case in light of the
circumstances under which such statements were made or information provided as
of the date so provided; provided that the foregoing shall be limited to the
actual knowledge of the appropriate officers of the Borrower solely in respect
of information specifically relating to the Target and its subsidiaries on or
before the Closing Date. The financial projections furnished to the
Administrative Agent and the Lenders in writing in connection with this
Agreement, have been prepared in good faith based upon assumptions which were in
the Borrower's judgment reasonable when such projections were made, it being
acknowledged that such projections are subject to the uncertainty inherent in
all projections of future results and that there can be no assurance that the
results set forth in such projections will in fact be realized.

            4.12 Ownership of Property; Liens

            Each of the Borrower and its Subsidiaries has good record and
marketable title in fee simple to, or valid leasehold interests in, all real
property necessary or used in the ordinary conduct of its business, except for
such defects in title as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. As of the Closing Date, the
property of the Borrower and its Subsidiaries is subject to no Liens, other than
Liens permitted by subsection 7.2.

            4.13 ERISA Compliance

            (a) Each Plan, other than any Multiemployer Plan, has been operated
and administered in compliance with the applicable provisions of ERISA, the Code
and other applicable Requirements of Law, except to the extent of any
noncompliance which could not reasonably be likely to result in a Material
Adverse Effect. Each Plan that is intended to qualify under Section 401(a) of
the Code has received a favorable determination letter from the IRS or an
application for such a letter is currently being processed by the IRS with
respect thereto or the remedial amendment period for such Plan under Section
401(b) of the Code has not yet expired or the Plan is a prototype plan or volume
submitter plan for which a favorable determination letter is not required and,
to the best knowledge of the Borrower, nothing has occurred that has or could
reasonably be expected to result in a Material Adverse Effect (i) which has not
been

                                       33


remedied which would prevent, or cause the loss of, such qualification, or (ii)
as to which the Borrower does not intend to commence and complete all necessary
and required remedial measures within statutorily or regulatory prescribed
periods of time for such remedies to be undertaken so as to prevent, or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate have made
all required contributions to each Plan subject to Section 412 of the Code
within the period required under applicable Requirements of Law, and no
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

            (b) There are no pending or, to the best knowledge of the Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could be reasonably be expected to have a Material
Adverse Effect. There has been no non-exempt "prohibited transaction," as
defined in Section 406 of ERISA or Section 4975 of the Code, or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse Effect.

            (c) (i) No Reportable Event has occurred or is reasonably expected
to occur with respect to any Plan; (ii) no Plan that is intended to qualify
under Section 401(a) of the Code has any unfunded vested liability (i.e., the
excess of a pension plan's benefit liabilities under Section 4001(a)(16) of
ERISA, over the current value of that pension plan's assets, determined in
accordance with the assumptions used for funding such Plan pursuant to Section
412 of the Code for the applicable plan year); (iii) neither the Borrower nor
any ERISA Affiliate has incurred, or reasonably expects to incur, any material
liability under Title IV of ERISA with respect to any Plan (other than premiums
due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrower
nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
material liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such material liability) under
Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v)
neither the Borrower nor any ERISA Affiliate has engaged in a transaction that
could be reasonably expected to be subject to Section 4069 or 4212(c) of ERISA.

            4.14 Subsidiaries

            The Borrower has no Subsidiaries other than those specifically
disclosed in Part (a) of Schedule 4.14 (other than those which are "shell" or
"inactive" Subsidiaries, as such terms are defined in subsection 7.4(d)) and has
no equity investments in any other corporation or entity other than those
specifically disclosed in Part (b) of Schedule 4.14.

            4.15 Margin Regulations; Investment Company Act; Public Utility
Holding Company Act

            (a) The Borrower is not engaged and will not engage, principally or
as one of its important activities, in the business of purchasing or carrying
margin stock (within the

                                       34


meaning of Regulation U issued by the Board of Governors of the Federal Reserve
System), or extending credit for the purpose of purchasing or carrying margin
stock.

            (b) None of the Borrower, any Person controlling the Borrower, or
any Subsidiary (i) is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935, or (ii) is or is required to be registered as an
"investment company" under the Investment Company Act of 1940.

                         SECTION 5. CONDITIONS PRECEDENT

            5.1 Conditions to Loans

            The agreement of each Lender to make the Loan requested to be made
by it is subject to the satisfaction on the Closing Date of the following
conditions precedent:

            (a) Unless waived by all the Lenders, the Administrative Agent's
receipt of the following, each of which shall be originals unless otherwise
specified, each properly executed by a Responsible Officer of the Borrower or a
Guarantor, as the case may be, each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date)
and each in form and substance reasonably satisfactory to the Administrative
Agent and its legal counsel:

                  (i) executed counterparts of this Agreement, sufficient in
            number for distribution to the Administrative Agent, each Lender,
            the Borrower and each Guarantor;

                  (ii) Notes executed by the Borrower in favor of each Lender
            requesting such a Note, each in a principal amount equal to such
            Lender's Commitment;

                  (iii) such certificates of resolutions or other action,
            incumbency certificates and/or other certificates of Responsible
            Officers of the Borrower and/or any of the Guarantors as the
            Administrative Agent may require to evidence the identities,
            authority and capacity of each Responsible Officer thereof
            authorized to act as a Responsible Officer in connection with this
            Agreement and the other Loan Documents;

                  (iv) such documents and certifications as the Administrative
            Agent may reasonably require to evidence that each of the Borrower
            and each Guarantor is duly organized or formed, validly existing, in
            good standing and qualified to engage in business in each
            jurisdiction in which it is required to be qualified to engage in
            business to the extent the failure to be so qualified could
            reasonably be expected to have a Material Adverse Effect, including
            certified copies of the organization documents, certificates of good
            standing and/or qualification to engage in business with respect to
            the Borrower and the Guarantors;

                                       35


                  (v) a certificate signed by a Responsible Officer of the
            Borrower certifying (A) that the conditions specified in subsections
            5.1(d) and (e) have been satisfied, and (B) that there is no event
            or circumstance, or action, suit, investigation or proceeding
            pending or threatened in any court or before any arbitrator or
            Governmental Authority, since December 27, 2003 which has or could
            be reasonably expected to have a Material Adverse Effect;

                  (vi) an opinion of counsel to the Borrower and the Guarantors
            in substantially in the form set forth in Exhibit D;

                  (vii) the Transaction shall have been or shall concurrently be
            consummated for aggregate consideration not to exceed
            E270,000,000;

                  (viii) a compliance certificate in the form attached hereto as
            Exhibit E, signed by a Responsible Officer of the Borrower dated as
            of the Closing Date demonstrating compliance with the financial
            covenants contained in subsection 7.1 as of the end of the fiscal
            quarter most recently ended prior to the Closing Date; and

                  (ix) such other assurances, certificates, documents, consents
            or opinions as the Administrative Agent or the Majority Lenders may
            reasonably require.

            (b) Any fees required to be paid on or before the Closing Date shall
have been paid.

            (c) The Borrower shall have paid all Attorney Costs of the
Administrative Agent to the extent invoiced prior to or on the Closing Date,
plus such additional amounts of Attorney Costs as shall constitute its
reasonable estimate of Attorney Costs incurred or to be incurred by it through
the closing proceedings (provided that such estimate shall not thereafter
preclude a final settling of accounts between the Borrower and the
Administrative Agent).

            (d) Each of the representations and warranties made by the Borrower
or any Guarantor in or pursuant to the Loan Documents shall be true and correct
in all material respects on and as of the Closing Date (or, if such
representation or warranty is expressly stated to have been made as of a
specific date, as of such specific date).

            (e) No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the Loans requested to be
made.

            (f) In the good faith judgment of the Administrative Agent and the
Lenders:

                  (i) there shall not have occurred or become known to the
            Administrative Agent or any of the Lenders any event, condition,
            situation or status since the date of the information contained in
            the financial and business

                                       36


            projections, budgets, pro forma data and forecasts concerning the
            Borrower and its Subsidiaries delivered to the Administrative Agent
            and the Lenders prior to the Closing Date that has had or could
            reasonably be expected to result in a Material Adverse Effect;

                  (ii) no litigation, action, suit, investigation or other
            arbitral, administrative or judicial proceeding shall be pending or
            threatened which could reasonably be likely to result in a Material
            Adverse Effect; and

                  (iii) the Borrower shall have received all approvals, consents
            and waivers, and shall have made or given all necessary filings and
            notices, as shall be required to consummate the Transaction and the
            other transactions contemplated hereby without the occurrence of any
            material default under, conflict with or violation of (A) any
            applicable law, rule, regulation, order or decree of any
            Governmental Authority or arbitral authority or (B) any agreement,
            document or instrument to which the Borrower, the Target or any
            Subsidiary is a party or by which any of them or their properties is
            bound other than any dispositions required to be made in connection
            with regulatory approvals and permitted under subsection 7.4(f).

                        SECTION 6. AFFIRMATIVE COVENANTS

      The Borrower hereby agrees that, so long as the Commitments (or any of
them) remain in effect or any amount is owing to any Lender or the
Administrative Agent hereunder or under any other Loan Document, the Borrower
shall, and (except in the case of delivery of financial information, reports and
notices) shall cause each of its Subsidiaries to:

            6.1 Financial Statements.

            Furnish to each Lender:

            (a) as soon as available, but in any event within 90 days after the
end of each fiscal year of the Borrower, a copy of the audited consolidated and
consolidating balance sheets of the Borrower and its consolidated Subsidiaries
as at the end of such year and the related consolidated and consolidating
statements of operations and stockholders' equity and of cash flows for such
year, setting forth in each case in comparative form the figures as of the end
of and for the previous year, reported on without a qualification arising out of
the scope of the audit, by BDO Seidman, LLP or any other independent certified
public accountants of nationally recognized standing reasonably acceptable to
the Majority Lenders, including a break-out of each Guarantor on a separate
schedule and an executive summary of the management letter prepared by such
accountants; provided, however, that if a Default or Event of Default shall have
occurred and shall be continuing, the full text of such management letter shall
be provided to the Administrative Agent; and

                                       37


            (b) as soon as available, but in any event not later than 45 days
after the end of each of the first three quarterly periods of each fiscal year
of the Borrower, the unaudited consolidated and consolidating balance sheets of
the Borrower and its consolidated Subsidiaries as at the end of each such
quarter and the related unaudited consolidated and consolidating statements of
operations and of cash flows for such quarter and the portion of the fiscal year
through the end of such quarter, setting forth in each case in comparative form
the figures as of the end of and for the corresponding period or periods in the
previous year, including a break-out of each Guarantor on a separate schedule
certified by a Responsible Officer of the Borrower as being fairly stated in all
material respects (subject to normal, recurring, year-end audit adjustments and
the absence of GAAP notes thereto).

            (c) All such financial statements shall be prepared in reasonable
detail and in accordance with GAAP applied consistently throughout the periods
reflected therein and with prior periods (subject, in the case of the aforesaid
quarterly financial statements, to normal, recurring, year-end audit adjustments
and the absence of GAAP notes thereto).

            6.2 Certificates; Other Information

            Furnish to the Administrative Agent and each of the Lenders:

            (a) simultaneously with the delivery of the financial statements
referred to in subsections 6.1(a) and (b), a certificate of the chief financial
officer of the Borrower, certifying that to the best of his knowledge (i) no
Default or Event of Default has occurred and is continuing or, if a Default or
Event of Default has occurred and is continuing, a statement as to the nature
thereof and the action which is proposed to be taken with respect thereto, with
computations demonstrating compliance (or non-compliance, as the case may be)
with the covenants contained in subsection 7.1, and (ii) such financial
statements have been prepared in accordance with GAAP (subject in the case of
subsection 6.1(b) to normal, recurring, year-end adjustments and except for the
absence of GAAP notes thereto);

            (b) promptly, such additional financial and other information as the
Administrative Agent or any Lender through the Administrative Agent may from
time to time reasonably request;

            (c) promptly after the same are available, and in any event within
five Business Days after the sending or filing thereof, copies of all proxy
statements, financial statements and reports which the Borrower or any of its
Subsidiaries sends to its stockholders, and copies of all regular, periodic and
special reports and all registration statements which the Borrower or any such
Subsidiary files with the Securities and Exchange Commission or any governmental
authority which may be substituted therefor, or with any national securities
exchange or state securities administration;

            (d) simultaneously with the delivery of the annual financial
statements referred to in subsection 6.1(a), a certificate of the independent
public accountants who audited

                                       38


such statements to the effect that, in making the examination necessary for the
audit of such statements, they have obtained no knowledge of any condition or
event which constitutes a Default or Event of Default, or if such accountants
shall have obtained knowledge of any such condition or event, specifying in such
certificate each such condition or event of which they have knowledge and the
nature and status thereof; and

            (e) within 45 days after the end of each fiscal year of the
Borrower, the annual budget of the Borrower and its Subsidiaries for the then
current fiscal year in a form reasonably satisfactory to the Lenders, and copies
of any material updates, amendments or modifications to the Borrower's
"Corporate Strategic Plan" from time to time, within five Business Days after
the occurrence and completion of the same.

            6.3 Conduct of Business and Maintenance of Existence

            (a) Preserve, renew and keep in full force and effect its corporate
existence and good standing under the laws of its jurisdiction of organization
(except as could not in the aggregate be reasonably expected to have a Material
Adverse Effect or as is otherwise permitted pursuant to subsection 7.12), (b)
take all reasonable action to maintain all rights, privileges and franchises
necessary in the normal conduct of its business, except as otherwise permitted
pursuant to subsection 7.12 and (c) comply with all Contractual Obligations and
Requirements of Law except to the extent that failure to comply therewith could
not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

            6.4 Payment of Obligations

            Pay and discharge all of its obligations and liabilities as the same
shall become due and payable, including (a) all tax liabilities, assessments and
governmental charges or levies upon it or its properties or assets, unless the
same are being contested in good faith by appropriate proceedings diligently
conducted and adequate reserves in accordance with GAAP are being maintained by
the Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would
by law become a Lien upon its property (other than Liens permitted by subsection
7.2); and (c) all Indebtedness, as and when due and payable (after giving effect
to any applicable grace periods), (i) but subject to any subordination
provisions contained in any instrument or agreement evidencing such Indebtedness
and (ii) unless the same are being contested in good faith by appropriate
proceedings diligently conducted and adequate reserves in accordance with GAAP
are being maintained by the Borrower or such Subsidiary.

            6.5 Maintenance of Properties

            (a) Maintain, preserve and protect all of its material properties
and equipment necessary in the operation of its business in good working order
and condition, ordinary wear and tear excepted; and (b) make all necessary
repairs thereto and renewals and replacements thereof except where the failure
to do so could not reasonably be expected to have a Material Adverse Effect.

                                       39


            6.6 Maintenance of Insurance

            Maintain with financially sound and reputable insurance companies,
insurance with respect to its properties and business against loss or damage of
the kinds customarily insured against by Persons engaged in the same or similar
business, of such types and in such amounts as are customarily carried under
similar circumstances by such other Persons; and furnish to the Administrative
Agent, upon written request, information as to the insurance carried.

            6.7 Books and Records

            (a) Maintain proper books of record and account in conformity with
GAAP (or, in the case of foreign Subsidiaries, generally accepted accounting
principles in the applicable jurisdiction) consistently applied in which all
entries required by GAAP (or, in the case of foreign Subsidiaries, generally
accepted accounting principles in the applicable jurisdiction) shall be made of
all financial transactions and matters involving the assets and business of the
Borrower and its Subsidiaries, and (b) maintain such books of record and account
in conformity with all applicable requirements of any Governmental Authority
having regulatory jurisdiction over the Borrower or any of its Subsidiaries,
except where the failure to so comply would not result in a Material Adverse
Effect.

            6.8 Inspection Rights

            Subject to subsection 10.14, permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any
of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its officers and independent public accountants, at
such reasonable times during normal business hours as may be reasonably desired,
upon reasonable advance notice to a Responsible Officer of the Borrower or such
Guarantor, as the case may be; provided, however, that (a) the Lenders shall use
reasonable efforts to coordinate with the Administrative Agent in order to
minimize the number of such inspections and discussions; (b) with respect to
access for environmental inspections, the Administrative Agent shall only have
the right to inspect once during the term of this Agreement unless the
Administrative Agent has reason to believe that a condition exists or an event
has occurred which reasonably could give rise to liability under the
Environmental Laws and (c) when an Event of Default has occurred and is
continuing, the Administrative Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the
expense of the Borrower at any time during normal business hours and without
advance notice.

            6.9 Compliance with ERISA

            Do, and cause each of its ERISA Affiliates to do, each of the
following: (a) maintain each Plan in material compliance with the applicable
provisions of ERISA, the Code

                                       40


and other applicable Requirements of Law; (b) cause each Plan which is qualified
under Section 401(a) of the Code to maintain such qualification; and (c) make
all required contributions to any Plan subject to Section 412 of the Code within
the period required under applicable Requirements of Law.

            6.10 Environmental Compliance

            If the Borrower or any Subsidiary shall receive any written letter,
notice, complaint, order, directive, claim or citation alleging that any
Borrower or any Subsidiary has violated any Environmental Law, has released any
Matters of Environmental Concern, or is liable for the costs of cleaning up,
removing, remediating or responding to a release of Matters of Environmental
Concern, within the time period permitted and to the extent required by the
applicable Environmental Law or the Governmental Authority responsible for
enforcing such Environmental Law, remove or remedy, or cause the applicable
Subsidiary to remove or remedy, such violation or release or satisfy such
liability unless (a) the failure to remove or remedy such violation or release
or to satisfy such liability would not reasonably be expected to have a Material
Adverse Effect, in which case the Borrower shall notify the Administrative Agent
of any decision not to remove or remedy such violation or release or satisfy
such liability and the basis for any such decision, and at the Administrative
Agent's option and at its request, the Borrower shall provide written
documentation of such decision, or (b) such violation or liability is being
contested in good faith by appropriate proceedings and appropriate reserves
therefor are being maintained in accordance with GAAP.

            6.11 Use of Proceeds

            Use the proceeds of Loans to finance the Transaction and to pay
related fees and expenses, including attorney's fees, investment banking fees,
accountant's fees, underwriting discounts and commissions and other customary
fees and expenses actually incurred in connection therewith.

            6.12 Notices

            Promptly give notice to the Administrative Agent and each Lender
upon obtaining actual knowledge of:

            (a) the occurrence of any Default or Event of Default;

            (b) any (i) default or event of default under any Contractual
Obligation of the Borrower or any of its Subsidiaries, or (ii) litigation,
investigation or proceeding which, in either case, could reasonably be expected
to have a Material Adverse Effect;

            (c) the following events, as soon as possible and in any event
within 30 days after the Borrower knows thereof: (i) the occurrence or
reasonably expected occurrence of any Reportable Event with respect to any Plan,
a failure to make any required contribution to a Plan

                                       41


within the period required by applicable law, the creation of any Lien in favor
of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization
or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings
or the taking of any other similar action by the PBGC or the Borrower or any
Commonly Controlled Entity or any Multiemployer Plan with respect to the
withdrawal from, or the terminating, Reorganization or Insolvency of, any Plan,
other than the termination of any Single Employer Plan that is not a distress
termination pursuant to Section 4041(c) of ERISA where, with respect to any
event listed above, the amount of liability the Borrower or any Commonly
Controlled Entity could reasonably be expected to have a Material Adverse
Effect; and

            (d) (i) simultaneously with the delivery of the financial statements
referred to in subsections 6.1(a) and (b), quarterly reports in form and
substance satisfactory to the Administrative Agent, describing all Acquisitions
consummated by the Borrower or any of its Subsidiaries during the preceding
fiscal quarter, which reports shall include, with respect to each Acquisition
involving total consideration paid or total assets acquired, in either case, in
excess of $25,000,000, pro forma calculations demonstrating that after giving
effect to such Acquisition, no Default or Event of Default is occurring, and
(ii) any notices or information which may be required pursuant to subsection
7.12.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower proposes to take with
respect thereto.

            6.13 Additional Guarantors

            Simultaneously with (a) any Person becoming a Significant Subsidiary
or (b) any Subsidiary or Affiliate becoming a guarantor under or with respect to
any of the Note Purchase Agreements or the Existing Credit Agreement, cause such
Person to enter into a guarantee assumption agreement in the form of Exhibit A
(or such other agreement in form and substance reasonably acceptable to the
Majority Lenders), and thereupon such Person shall become a Guarantor hereunder
for all purposes.

                          SECTION 7. NEGATIVE COVENANTS

      The Borrower hereby agrees that, so long as the Commitments (or any of
them) remain in effect or any amount is owing to any Lender or the
Administrative Agent hereunder or under any other Loan Document, the Borrower
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly:

            7.1 Financial Covenants

            (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio at any time during any period of four consecutive fiscal quarters of the
Borrower to exceed 3.0 to 1.0.

                                       42


            (b) Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio at any time during any period of four consecutive fiscal
quarters of the Borrower to be less than 5.0 to 1.0.

            7.2 Limitation on Liens

      Create, incur, assume or suffer to exist any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired, except
for:

            (a) Liens for taxes not yet due or which are being contested in good
faith by appropriate proceedings, provided that adequate reserves with respect
thereto are maintained on the books of the Borrower or its Subsidiaries, as the
case may be, in conformity with GAAP;

            (b) carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business which
are not overdue for a period of more than 30 days or which are being contested
in good faith by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the applicable
Person in accordance with GAAP;

            (c) pledges or deposits made in the ordinary course of business in
compliance with workers' compensation, unemployment insurance and other social
security legislation and deposits made in the ordinary course of business
securing liability to insurance carriers under insurance or self-insurance
arrangements;

            (d) deposits to secure the performance of bids, trade or government
contracts (other than for borrowed money), leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature
incurred in the ordinary course of business;

            (e) easements, rights-of-way, restrictions, building, zoning and
other similar encumbrances or restrictions, utility agreements, covenants,
reservations and encroachments and other similar encumbrances, or leases or
subleases, incurred in the ordinary course of business which, in the aggregate,
are not substantial in amount and which do not, in the aggregate, materially
detract from the value of the properties of the Borrower and its Subsidiaries,
taken as a whole, or materially interfere with the ordinary conduct of the
business of the Borrower and its Subsidiaries, taken as a whole;

            (f) Liens securing Indebtedness in respect of capital leases and
purchase money obligations for fixed or capital assets; provided that (i) such
Liens do not at any time encumber any property other than the property financed
by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the
cost or Fair Market Value, whichever is lower, of the property being acquired on
the date of acquisition and (iii) such Indebtedness was not incurred in
connection with, or in anticipation or contemplation of, a Permitted
Acquisition;

                                       43


            (g) Liens on the assets of Receivable Subsidiaries created pursuant
to any Receivables Transaction permitted pursuant to subsection 7.3(a);

            (h) Liens created or arising pursuant to any Loan Documents;

            (i) Liens granted by any Subsidiary in favor of the Borrower;

            (j) judgment and other similar Liens arising in connection with
court proceedings in an aggregate amount not in excess of $1,000,000 (except to
the extent covered by independent third-party insurance) provided that the
execution or other enforcement of such Liens is effectively stayed and the
claims secured thereby are being actively contested in good faith and by
appropriate proceedings;

            (k) Liens arising from precautionary UCC financing statements
regarding operating leases or consignments;

            (l) Liens on assets of the Target and its subsidiaries which are
assumed pursuant to the terms of the Purchase Agreements, provided that such
Liens (other than Liens otherwise permitted pursuant to this Section 7.2) are
released on or prior to the date that is five Business Days after the Closing
Date; or

            (m) Liens (not otherwise permitted hereunder) which secure
obligations or Indebtedness of the Borrower or any of its Subsidiaries not
exceeding an aggregate amount of $20,000,000 at any time outstanding.

            7.3 Limitation on Indebtedness

            Create, issue, incur, assume, become liable in respect of or suffer
to exist:

            (a) any Indebtedness pursuant to any Receivables Transaction, except
for Indebtedness pursuant to all Receivables Transactions that is (i)
non-recourse with respect to the Borrower and its Subsidiaries (other than any
Receivables Subsidiary) and (ii) in an aggregate principal amount at any time
outstanding not exceeding 10% of Consolidated Total Assets at such time;

            (b) any Indebtedness of any of the Subsidiaries other than (i)
Indebtedness of any Receivables Subsidiary pursuant to any Receivables
Transaction permitted under subsection 7.3(a), (ii) any Indebtedness of any
Subsidiary as a guarantor under or pursuant to any of the Note Purchase
Agreements or the Existing Credit Agreement, (iii) any Indebtedness of any
Subsidiary which is a Guarantor, (iv) any Indebtedness arising in respect of
capital leases or purchase money obligations incurred in accordance with
subsection 7.2(f), and (v) any other Indebtedness of Subsidiaries in an
aggregate principal amount at any time outstanding not to exceed five percent of
Consolidated Total Assets at such time; or

                                       44


            (c) Indebtedness of the Target and its subsidiaries incurred
pursuant to the terms of the Purchase Agreements, provided that such
Indebtedness is paid in full on or prior to the date that is five Business Days
after the Closing Date.

            7.4 Fundamental Changes

            Liquidate, windup or dissolve (or suffer any liquidation or
dissolution), or merge, consolidate with or into, or convey, transfer, lease,
sell, assign or otherwise dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, except that, so long as no
Default or Event of Default exists or would result therefrom:

            (a) any Subsidiary may merge with (i) the Borrower, provided that
the Borrower shall be the continuing or surviving Person, or (ii) any one or
more Subsidiaries, provided that (A) when any wholly-owned Subsidiary is merging
with another Subsidiary, such wholly-owned Subsidiary shall be the continuing or
surviving Person and (B) when any Foreign Subsidiary is merging with a Domestic
Subsidiary, such Domestic Subsidiary shall be the continuing or surviving
Person;

            (b) any (i) Subsidiary may sell, transfer, contribute, convey or
otherwise dispose of all or substantially all of its assets (upon voluntary
liquidation or otherwise), to the Borrower or to a Domestic Subsidiary; provided
that if the transferor in such a transaction is a wholly-owned Subsidiary, then
the transferee must also be a wholly-owned Subsidiary; or (ii) Foreign
Subsidiary may sell, transfer, contribute, convey or otherwise dispose of all of
its assets (upon voluntary liquidation or otherwise), to any other Foreign
Subsidiary;

            (c) any Subsidiary formed solely for the purpose of effecting a
Permitted Acquisition may be merged or consolidated with any other Person;
provided that the continuing or surviving corporation of such merger or
consolidation shall be a Subsidiary and provided that such transaction otherwise
satisfies the requirements of a Permitted Acquisition under subsection 7.12;

            (d) "Inactive" or "shell" Subsidiaries (i.e., a Person that is not
engaged in any business and that has total assets of $500,000 or less) may be
dissolved or otherwise liquidated, provided that all of the assets and
properties of any such Subsidiaries are transferred to the Borrower upon
dissolution/liquidation;

            (e) the Borrower may merge or consolidate with any Person, provided
that the Borrower shall be the continuing or surviving Person and provided the
transaction otherwise satisfies the requirements of a Permitted Acquisition
under subsection 7.12; and

            (f) any Subsidiary may Dispose of assets located in Germany or Italy
pursuant to regulatory approvals required to consummate the Transaction under
the laws of Germany or Italy, as the case may be; provided that to the extent
the Net Cash Proceeds received

                                       45


by the Borrower and its Subsidiaries pursuant to such Dispositions exceed
$60,000,000 in the aggregate, then (i) in the case of any such Disposition
consummated on or prior to the Closing Date, the Commitments shall be reduced by
an amount equal to the amount of such Net Cash Proceeds in accordance with
subsection 2.4(c) or (ii) in the case of any such Disposition consummated
subsequent to the Closing Date, the Loans shall be prepaid in an amount equal to
the amount of such Net Cash Proceeds in accordance with subsection 3.1(b).

            7.5 Dispositions

            Make any Disposition or enter into any agreement to make any
Disposition, except:

            (a) Dispositions of obsolete, out-moded or worn-out property,
whether now owned or hereafter acquired, in the ordinary course of business;

            (b) Dispositions of inventory in the ordinary course of business;

            (c) Dispositions of property by any Subsidiary to the Borrower;

            (d) Dispositions of Receivables pursuant to Receivables Transactions
permitted under subsection 7.3(a);

            (e) The nonexclusive license of intellectual property of the
Borrower or any of its Subsidiaries to third parties in the ordinary course of
business;

            (f) Without limitation to clause (a), the Borrower and its
Subsidiaries may sell or exchange specific items of machinery or equipment, so
long as the proceeds of each such sale or exchange is used (or contractually
committed to be used) to acquire (and results within one year of such sale or
exchange in the acquisition of) replacement items of machinery or equipment of
reasonably equivalent Fair Market Value;

            (g) Dispositions permitted under, and subject to the requirements
of, subsection 7.4(f); and

            (h) Other Dispositions where (i) in the good faith opinion of the
Borrower, the Disposition is an exchange for consideration having a Fair Market
Value at least equal to that of the property Disposed of and is in the best
interest of the Borrower or the applicable Subsidiary, as the case may be; (ii)
immediately after giving effect to such Disposition, no Default or Event of
Default would exist; and (iii) immediately after giving effect to such
Disposition, the Disposition value of all property that was the subject thereof
in any fiscal four quarter period of the Borrower plus the Fair Market Value of
any other property Disposed of during such four quarter period does not equal or
exceed 15% of Consolidated Total Assets as of the end of the then most recently
ended fiscal quarter of Borrower.

                                       46


            7.6 ERISA

            Engage in a transaction which could be subject to Section 4069 or
4212(c) of ERISA, or permit any Plan to (a) engage in any non-exempt "prohibited
transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code);
(b) fail to comply with ERISA or any other applicable Laws; or (c) incur any
material "accumulated funding deficiency" (as defined in Section 412 of the Code
or Section 302 of ERISA), which, with respect to any event listed above, could
reasonably be expected to have a Material Adverse Effect.

            7.7 Swap Agreements

            Enter into any Swap Agreement, except (a) Swap Agreements entered
into to hedge or mitigate risks to which the Borrower or any Subsidiary has
actual exposure (other than those in respect of Equity Interests or Restricted
Payments of the Borrower or any of its Subsidiaries), including hedging
agreements with respect to raw materials to be used in the business of Borrower
and its Subsidiaries, (b) Swap Agreements entered into in order to effectively
cap, collar or exchange interest rates (from fixed to floating rates, from one
floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of the Borrower or any Subsidiary and
(c) Swap Agreements of the Target and its subsidiaries listed on Schedule 7.7(c)
which continue to be in effect following consummation of the Transaction.

            7.8 Conduct of Business

            From and after the Closing Date, engage in any business other than
the distribution of medical, dental, veterinary, hospital or health care
products, equipment or related services and/or technology, those businesses
ancillary thereto or such other lines of business in which the Borrower and/or
its Subsidiaries are engaged as of the Closing Date.

            7.9 Transactions with Affiliates

            Enter into any transaction of any kind with any Affiliate of the
Borrower, other than for compensation and upon fair and reasonable terms with
Affiliates in transactions that are otherwise permitted hereunder no less
favorable to the Borrower or any Subsidiary than would be obtained in a
comparable arm's-length transaction with a Person other than an Affiliate,
provided, the foregoing restriction shall not apply to (a) any transaction
between the Borrower and any of its Subsidiaries or between any of its
Subsidiaries, (b) reasonable and customary fees paid to members of the Boards of
Directors of the Borrower and its Subsidiaries, (c) transactions effected as
part of a Receivables Transaction, (d) transactions which are effected pursuant
to the terms of the Purchase Agreements as in effect on the date hereof or (e)
compensation arrangements of officers and other employees of the Borrower and
its Subsidiaries entered into in the ordinary course of business.

            7.10 Burdensome Agreements

                                       47


            Enter into any Contractual Obligation that limits the ability in any
material respect (a) of any Subsidiary to make Restricted Payments to the
Borrower or to otherwise transfer property to the Borrower or (b) of the
Borrower or any Subsidiary to create, incur, assume or suffer to exist
Indebtedness or Liens on property of such Person, other than standard and
customary negative pledge provisions in property acquired with the proceeds of
any capital lease or purchase money financing that extend and apply only to such
acquired property.

            7.11 Use of Proceeds

            Use the proceeds of the Loans for any purpose other than as provided
in subsection 6.13.

            7.12 Acquisitions

            Enter into any agreement, contract, binding commitment or other
arrangement providing for any Acquisition, or take any action to solicit the
tender of securities or proxies in respect thereof in order to effect any
Acquisition, other than Acquisitions satisfying the conditions below (the
"Permitted Acquisitions"). So long as no Default or Event of Default has
occurred and is continuing, the Borrower or any Subsidiary of the Borrower may
engage in any Acquisition with any Person whose line or lines of business
include the distribution of medical, dental, veterinary, hospital, or health
care technology, provided that:

            (a) after giving effect to any such Acquisition, no Default or Event
of Default shall exist at the time of any such Acquisition or at the time or as
a result of the consummation of the transaction contemplated thereby;

            (b) the Borrower shall notify the Lenders of the consummation of any
such Acquisition, with respect to which the aggregate cash amount paid or
payable exceeds $25,000,000, within 15 Business Days of the consummation
thereof, and provide the Lenders at such time with evidence reasonably
satisfactory to the Lenders (which evidence shall include pro forma financial
statements after giving effect to the proposed Permitted Acquisition) that after
giving effect to such Acquisition, no Default or Event of Default shall have
existed at the time of any such Acquisition or at the time or as a result of the
consummation of the transactions contemplated thereby;

            (c) the aggregate cash amounts paid or payable with respect to any
one Acquisition (whether structured as a single transaction or a series of
related transactions) from and after the date hereof to and including the
Maturity Date shall not exceed $50,000,000 at the time of consummation of any
such transaction without the prior written consent of the Majority Lenders;

            (d) if, upon the closing of the transactions contemplated by an
Acquisition, any such acquiring or acquired Person is or becomes a Significant
Subsidiary, simultaneously

                                       48


with a consummation of such transaction such Significant Subsidiary shall become
a Guarantor pursuant to the provisions of subsection 6.13; and

            (e) notwithstanding anything contained herein to the contrary, no
hostile takeover shall be attempted or consummated (i.e., an Acquisition that
has not been either (1) approved by the board of directors of the corporation
which is the subject of such Acquisition or (2) recommended for approval by such
board to the shareholders of such corporation and subsequently approved by the
shareholders of such corporation as required under applicable law or by the
by-laws and the certificate or incorporation of such corporation).

            7.13 Investments, Loans, Advances, Guarantees and Acquisitions

            The Borrower will not, and will not permit any of its Subsidiaries
to, purchase, hold or acquire (including pursuant to any merger with any Person
that was not a wholly owned Subsidiary prior to such merger) any Equity
Interests, evidences of indebtedness or other securities (including any option,
warrant or other right to acquire any of the foregoing) of, make or permit to
exist any loans or advances to, guarantee any obligations of, or make or permit
to exist any investment or any other interest in, any other Person, or purchase
or otherwise acquire (in one transaction or a series of transactions) any assets
of any other Person constituting a business unit (which shall not include, for
the avoidance of doubt, capital expenditures made in the ordinary course of
business), except:

            (a) Permitted Investments;

            (b) investments by the Borrower existing on the date hereof in the
Equity Interests of its Subsidiaries;

            (c) the Borrower and its Subsidiaries may acquire and own
investments (including debt obligations) received in connection with the
bankruptcy or reorganization of suppliers and customers and in settlement of
delinquent obligations of, and other disputes with, customers and suppliers
arising in the ordinary course of business;

            (d) the Borrower and its Subsidiaries may acquire and own
investments pursuant to Swap Agreements not prohibited by subsection 7.7;

            (e) advances, loans and investments which are made pursuant to the
terms of the Purchase Agreements as in effect on the date hereof;

            (f) deposits made in the ordinary course of business to secure the
performance of leases or other contractual arrangements shall be permitted;

            (g) loans and advances by the Borrower and its Subsidiaries to
employees of the Borrower and such Subsidiaries for moving and travel and other
similar expenses or in connection with stock or stock option purchases of the
Borrower by employees of the Borrower and such Subsidiaries pursuant to
compensatory plans, arrangements or agreements in the

                                       49


ordinary course of business, in an aggregate amount at any time outstanding not
to exceed $5,000,000;

            (h) the Borrower may make intercompany loans, advances and
investments to any of its Subsidiaries which are Guarantors, any Subsidiary may
make intercompany loans, advances and investments to the Borrower and any
Subsidiary may make intercompany loans, advances and investments to any other
Subsidiary that is a Guarantor;

            (i) Foreign Subsidiaries may make intercompany loans, advances and
investments to or in other Foreign Subsidiaries;

            (j) investments, loans or advances made by the Borrower to (i) any
Domestic Subsidiary which is not a Guarantor or (ii) any Affiliates (other than
Subsidiaries) or Foreign Subsidiaries provided that the aggregate amount at any
time outstanding under (i) and (ii) above shall not exceed $75,000,000. For
purposes of this subparagraph (j), the amount included in "investments, loans or
advances" shall mean only (A) loans or advances which are recorded as debt in
accordance with GAAP and advances made on behalf of Affiliates or Foreign
Subsidiaries which are not repaid within 120 days of the date of such advance,
(B) the purchase price of the interest purchased (at the time of purchase) or
(C) the amount of cash or the value of assets contributed (at the time of
contribution);

            (k) Guarantees constituting Indebtedness permitted by subsection
7.3;

            (l) the Borrower may incur Guarantee Obligations on behalf of any
Subsidiary which is a Guarantor and any Guarantor may incur Guarantee
Obligations on behalf of the Borrower , provided that when computing the amount
of Indebtedness resulting from any such Guarantee Obligations, only the primary
obligation shall be included;

            (m) the Borrower may incur Guarantee Obligations on behalf of any
Subsidiary which is not a Guarantor and any Subsidiary may incur Guarantee
Obligations on behalf of Borrower; and

            (n) Acquisitions permitted by subsection 7.12 and the Transaction.

            7.14 Restricted Payments

            Declare or make, directly or indirectly, any Restricted Payment, or
incur any obligation (contingent or otherwise) to do so, except that:

            (a) each Subsidiary may make Restricted Payments to the Borrower and
to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a
non-wholly-owned Subsidiary, to the Borrower and any Domestic Subsidiary and to
each other owner of Equity Interests of such Subsidiary on a pro rata basis
based on their relative ownership interests);

                                       50


            (b) the Borrower and each Subsidiary may declare and make Restricted
Payments or other distributions payable solely in the common stock of such
Person;

            (c) the Borrower and each Subsidiary may purchase, redeem or
otherwise acquire shares of its common stock or warrants or options to acquire
any such shares with the proceeds received from the substantially concurrent
issue of new shares of its common stock; and

            (d) the Borrower may declare or pay cash dividends in any fiscal
year to its stockholders and purchase, redeem or otherwise acquire shares of its
Equity Interests or warrants, rights or options to acquire any such shares for
cash; provided that no such cash payments (1) in any fiscal quarter of the
Borrower (other than any such payments which are specified in clause (2) below)
shall exceed (x) the greater of (A) $25,000,000 and (B) 40 percent of the
consolidated net income of the Borrower and its Subsidiaries for the period of
the four prior consecutive fiscal quarters of the Borrower, (determined on a
consolidated basis and as calculated consistent with the manner disclosed by the
Borrower in its Quarterly Reports on Form 10-Q and its Annual Reports on Form 10
K as filed by the Borrower from time to time with the Securities and Exchange
Commission), less (y) any such cash payments previously made during such four
fiscal quarter period, or (2) may be made by the Borrower, in an aggregate
amount exceeding $120,000,000, to repurchase shares of the Company's common
stock, $.01 par value per share, from holders thereof pursuant to the Borrower's
stock repurchase program, as authorized by the Board of Directors of the
Borrower on or about March 3, 2003; provided further that not more than
2,000,000 of such shares may be repurchased by the Borrower pursuant to such
program. For the avoidance of doubt, no cash payments made pursuant to the
foregoing clause (2) shall reduce cash payments made by the Borrower solely in
reliance on the foregoing clause (1).

                          SECTION 8. EVENTS OF DEFAULT

            Any of the following shall constitute an Event of Default:

            (a) The Borrower shall fail to pay any principal of any Loan when
due in accordance with the terms thereof or hereof; or the Borrower shall fail
to pay any interest on any Loan, or any fee or other amount payable hereunder,
within three Business Days after any such interest or other amount becomes due
in accordance with the terms thereof or hereof; or

            (b) Any representation or warranty made or deemed made by the
Borrower or any Guarantor herein or in any other Loan Document or which is
contained in any certificate, document or financial or other statement furnished
by it at any time under or in connection with this Agreement shall prove to have
been incorrect or misleading in any material respect when made or deemed made or
furnished; or

            (c) (i) The Borrower shall default in the observance or performance
of any covenant contained in subsection 6.8, subsection 6.11, subsection 6.12 or
Section 7; or (ii) the

                                       51


Borrower shall default in the observance or performance of any covenant
contained in subsection 6.1, and such default shall continue unremedied for a
period of 10 days; or (iii) the Borrower shall default in the observance or
performance of any other agreement contained in this Agreement (other than as
provided above in this Section), and such default described in this clause
(c)(iii) shall continue unremedied for a period of 30 days; provided that if any
such default covered by this clause (c)(iii), (x) is not capable of being
remedied within such 30-day period, (y) is capable of being remedied within an
additional 30-day period and (z) the Borrower is diligently pursuing such remedy
during the period contemplated by (x) and (y) and has advised the Administrative
Agent as to the remedy thereof, the first 30-day period referred to in this
clause (c)(iii) shall be extended for an additional 30-day period but only so
long as (A) the Borrower continues to diligently pursue such remedy, (B) such
default remains capable of being remedied within such period and (C) any such
extension could not reasonably be expected to have a Material Adverse Effect; or

            (d) The Borrower or any of the Guarantors shall (i) default in any
payment of principal of or interest on any Indebtedness (other than the Loans)
or in the payment of any Guarantee Obligation, beyond the period of grace, if
any, provided in the instrument or agreement under which such Indebtedness or
Guarantee Obligation was created; or (ii) default in the observance or
performance of any other agreement or condition relating to any such
Indebtedness or Guarantee Obligation or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of
such holder or holders or beneficiary or beneficiaries) to cause, with the
giving of notice if required, such Indebtedness to become due prior to its
stated maturity or such Guarantee Obligation to become payable; provided,
however, that except with respect to any Default or Event of Default of the type
described under subsection 8(d)(i) or any other material Default or Event of
Default of the type described under subsection 8(d)(ii) which shall have
occurred in connection with any of the Note Purchase Agreements or the Existing
Credit Agreement, no Default or Event of Default shall exist under this
paragraph unless the aggregate amount of Indebtedness and/or Guarantee
Obligations in respect of which any default or other event or condition referred
to in this paragraph shall have occurred shall be equal to at least $20,000,000;
or

            (e) (i) The Borrower, any of its Significant Subsidiaries or any of
the Guarantors shall commence any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (B) seeking appointment of a receiver, trustee,
custodian, conservator or other similar official for it or for all or any
substantial part of its assets, or the Borrower, any of its Significant
Subsidiaries or any of the Guarantors shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against the Borrower,
any of its Significant

                                       52


Subsidiaries or any of the Guarantors any case, proceeding or other action of a
nature referred to in clause (i) above which (A) results in the entry of an
order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of 60 calendar days; or (iii)
there shall be commenced against the Borrower, any of its Significant
Subsidiaries or any of the Guarantors any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or similar
process against all or any substantial part of its assets which results in the
entry of an order for any such relief which shall not have been vacated,
discharged, or stayed or bonded pending appeal within 30 calendar days from the
entry thereof; or (iv) the Borrower, any of its Significant Subsidiaries or any
of the Guarantors shall take any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the acts set forth in clause
(i), (ii), or (iii) above; or (v) the Borrower, any of its Significant
Subsidiaries or any of the Guarantors shall generally not or shall admit in
writing its inability to, pay its debts as they become due; or

            (f) (i) The Borrower or any Commonly Controlled Entity shall engage
in any non-exempt "prohibited transaction," as defined in Section 406 of ERISA
or Section 4975 of the Code, involving any Plan, (ii) any "accumulated funding
deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall
exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall
arise on the assets of the Borrower or any Commonly Controlled Entity, (iii) a
Reportable Event shall occur with respect to, or proceedings shall commence to
have a trustee appointed (or a trustee shall be appointed) to administer, or to
terminate, any Single Employer Plan, which Reportable Event or commencement of
proceedings or appointment of a trustee is likely to result in the termination
of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan
shall terminate for purposes of Title IV of ERISA in a distress termination (as
defined in Section 4041(c) of ERISA), (v) the Borrower or any Commonly
Controlled Entity shall incur any liability in connection with a withdrawal
from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any
other event or condition shall occur or exist with respect to a Plan; and in
each case in clauses (i) through (vi) above, such event or condition, together
with all other such events or conditions, if any, has resulted in or could
reasonably be expected to result in liability in an aggregate amount of
$20,000,000 or more; or

            (g) One or more judgments or decrees shall be entered against the
Borrower or any of its Subsidiaries involving in the aggregate a liability (not
paid or in excess of the amount recoverable by insurance) of $20,000,000 or
more, or one or more non-monetary judgments or decrees shall be entered against
Borrower or any of its Subsidiaries that have, or could reasonably be expected
to have, a Material Adverse Effect, and all such judgments or decrees shall not
have been vacated, discharged, stayed or bonded pending appeal within 30 days
from the entry thereof; or

            (h) (i) Any Person or "group" (within the meaning of Section 13(d)
or 14(d) of the Securities Exchange Act of 1934, as amended) (A) shall have
acquired beneficial ownership of 30% or more of any outstanding class of Equity
Interests having ordinary voting power in the election of directors of the
Borrower (other than the aggregate beneficial ownership

                                       53


of the Persons who are officers or directors of the Borrower on the Closing Date
or (B) shall obtain the power (whether or not exercised) to elect a majority of
the Borrower's directors or (ii) the Board of Directors of the Borrower shall
not consist of a majority of Continuing Directors; or

            (i) Any Loan Document, at any time after its execution and delivery
and for any reason other than the agreement of all the Lenders or satisfaction
in full of all the Obligations, ceases to be in full force and effect, or is
declared by a court of competent jurisdiction to be null and void, invalid or
unenforceable in any respect; or the Borrower denies that it has any or further
liability or obligation under any Loan Document, or purports to revoke,
terminate or rescind any Loan Document;

then, and in any such event, (A) if such event is an Event of Default specified
in paragraph (e) or paragraph (i) above, automatically the Commitments shall
immediately terminate and the Loans hereunder (with accrued interest thereon)
and all other amounts owing under this Agreement and the other Loan Documents
shall immediately become due and payable, as the case may be and (B) if such
event is any other Event of Default, with the consent of the Majority Lenders,
the Administrative Agent may, or upon the request of the Majority Lenders, the
Administrative Agent shall, by notice to the Borrower, declare the Commitments
to be terminated forthwith or the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement and the other Loan
Documents to be due and payable forthwith, whereupon the same shall immediately
terminate or become due and payable, as the case may be. The Borrower hereby
expressly waives presentment, demand of payment, protest and all notices
whatsoever (other than any notices specifically required hereby).

                              SECTION 9. THE AGENTS

            9.1 Appointment

            Each Lender hereby irrevocably designates and appoints the
Administrative Agent as the Administrative Agent of such Lender under this
Agreement and the other Loan Documents, and each Lender irrevocably authorizes
the Administrative Agent, in such capacity, to take such action on its behalf
under the provisions of this Agreement and the other Loan Documents and to
exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, no
Agent shall have any duties or responsibilities, except those expressly set
forth herein, or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or any other Loan Document or otherwise exist
against any Agent.

            9.2 Delegation of Duties

                                       54


            Each Agent may execute any of its duties under this Agreement and
the other Loan Documents by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties.
No Agent shall be responsible for the negligence or misconduct of any agents or
attorneys in-fact selected by it with reasonable care.

            9.3 Exculpatory Provisions

            No Agent, nor any of such Agent's officers, directors, employees,
agents, attorneys-in-fact or Affiliates, shall be (i) liable for any action
lawfully taken or omitted to be taken by it or such Person under or in
connection with this Agreement or any other Loan Document (except for its or
such Person's own gross negligence or willful misconduct) or (ii) responsible in
any manner to any of the Lenders for any recitals, statements, representations
or warranties made by the Borrower or any officer thereof contained in this
Agreement or any other Loan Document or in any certificate, report, statement or
other document referred to or provided for in, or received by any Agent under or
in connection with, this Agreement or any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document or for any failure of the Borrower to
perform its obligations hereunder or thereunder. No Agent shall be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of the Borrower.

            9.4 Reliance by Agents

            Each of the Agents shall be entitled to rely, and shall be fully
protected in relying, upon any Note, writing, resolution, notice, consent,
certificate, affidavit, letter, telecopy, telex or teletype message, statement,
order or other document or conversation believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person or Persons and upon
advice and statements of legal counsel (including, without limitation, counsel
to the Borrower), independent accountants and other experts selected by any
Agent. Each of the Agents may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Majority Lenders (or, to the extent
required by this Agreement, all of the Lenders) as it deems appropriate or it
shall first be indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action (other than any such liability or expense
resulting from the gross negligence or willful misconduct of the Administrative
Agent). Each of the Agents shall in all cases be fully protected in acting, or
in refraining from acting, under this Agreement and the other Loan Documents in
accordance with a request of the Majority Lenders (or, to the extent required by
this Agreement, all of the Lenders), and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.

                                       55


            9.5 Notice of Default

            No Agent shall be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder unless such Agent has
received notice from a Lender or the Borrower referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a
"notice of default". In the event that the Administrative Agent receives such a
notice, the Administrative Agent shall give notice thereof to the Lenders. The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Majority Lenders (or, to
the extent required by this Agreement, all of the Lenders); provided that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

            9.6 Non-Reliance on Agents and Other Lenders

            Each Lender expressly acknowledges that none of the Agents nor any
of each Agent's respective officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to it
and that no act by any Agent hereafter taken, including any review of the
affairs of the Borrower, shall be deemed to constitute any representation or
warranty by such Agent to any Lender. Each Lender represents to each Agent that
it has, independently and without reliance upon any Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Borrower and made its
own decision to make its Loans hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon any
Agent or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigation as it deems necessary
to inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Borrower. Except for notices, reports and
other documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, no Agent shall have any duty or responsibility
to provide any Lender with any credit or other information concerning the
business, operations, property, condition (financial or otherwise), prospects or
creditworthiness of the Borrower which may come into the possession of such
Agent or any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

            9.7 Indemnification

            The Lenders agree to indemnify each of the Agents in its capacity as
such (to the extent not reimbursed by the Borrower in accordance with the terms
hereof and without limiting the obligation of the Borrower to do so), ratably
according to their respective Commitment

                                       56


Percentages in effect on the date on which indemnification is sought (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with such percentages immediately prior to such date), from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any
time (including, without limitation, at any time following the payment of the
Loans) be imposed on, incurred by or asserted against any such Agent in any way
relating to or arising out of, the Commitments, this Agreement, any of the other
Loan Documents or any documents contemplated by or referred to herein or therein
or the transactions contemplated hereby or thereby or any action taken or
omitted by any such Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements which are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from any such
Agent's gross negligence or willful misconduct. The agreements in this
subsection shall survive the payment of the Loans and all other amounts payable
hereunder.

            9.8 Agents in Their Individual Capacity

            Each Person serving as an Agent under this Agreement and such
Person's Affiliates may make loans to, accept deposits from and generally engage
in any kind of business with the Borrower as though the Person serving as an
Agent were not an Agent hereunder and under the other Loan Documents. With
respect to the Loans made by it, the Person serving as an Agent shall have the
same rights and powers under this Agreement and the other Loan Documents as any
Lender and may exercise the same as though it were not an Agent, and the terms
"Lender" and "Lenders" shall include the Person serving as an Agent in its
individual capacity.

            9.9 Successor Administrative Agent

            The Administrative Agent may resign as Administrative Agent upon 10
days' notice to the Lenders and the Borrower. If the Administrative Agent shall
resign as Administrative Agent under this Agreement and the other Loan
Documents, then the Majority Lenders shall appoint from among the Lenders a
successor Administrative Agent for the Lenders, which successor Administrative
Agent (provided that it shall have been approved by the Borrower), shall succeed
to the rights, powers and duties of the Administrative Agent hereunder.
Effective upon such appointment and approval, the term "Administrative Agent"
shall mean such successor Administrative Agent, and the former Administrative
Agent's rights, powers and duties as Administrative Agent shall be terminated,
without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement or any holders of
the Loans. After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this Section 9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and the other Loan Documents.

                                       57


                            SECTION 10. MISCELLANEOUS

            10.1 Amendments and Waivers

            Neither this Agreement nor any other Loan Document, nor any terms
hereof or thereof, may be amended, supplemented or modified except in accordance
with the provisions of this subsection. The Majority Lenders may, or, with the
written consent of the Majority Lenders, the Administrative Agent may, from time
to time, (a) enter into with the Borrower written amendments, supplements or
modifications hereto and to the other Loan Documents for the purpose of adding
any provisions to this Agreement or the other Loan Documents or changing in any
manner the rights of the Lenders or of the Borrower hereunder or thereunder or
(b) waive, on such terms and conditions as the Majority Lenders or the
Administrative Agent, as the case may be, may specify in such instrument, any of
the requirements of this Agreement or the other Loan Documents or any Default or
Event of Default and its consequences; provided, however, that no such waiver
and no such amendment, supplement or modification shall (i) reduce the amount or
extend the scheduled date of maturity of any Loan, or reduce the stated rate or
amount of any interest or fee payable hereunder or extend the scheduled date of
any payment thereof or increase the amount or extend the expiration date of the
Commitments without the consent of each Lender affected thereby, or (ii) amend,
modify or waive any provision of this subsection, reduce the percentage
specified in the definitions of Majority Leaders, or amend or modify any other
provision hereof specifying the number or percentage of Lenders required to
waive, amend or modify any rights hereunder or make any determination granting
consent hereunder, or consent to the assignment or transfer by the Borrower or
any Guarantor of any of its rights and obligations under this Agreement and the
other Loan Documents, in each case without the written consent of all the
Lenders, (iii) release any Guarantor from its obligations or limit any of such
Guarantor's obligations under Section 11 (except where such release is expressly
permitted elsewhere in this Agreement without such consent) without the written
consent of all the Lenders, or (iv) amend, modify or waive any provision of
Section 9 without the written consent of each Agent directly affected thereby;
and further provided, however, that no such waiver and no such amendment,
supplement or modification shall amend, modify or waive any provision of Section
11 without the written consent of the Guarantors. Any such waiver and any such
amendment, supplement or modification shall apply equally to each of the Lenders
and shall be binding upon the Borrower, the Guarantors, the Lenders, the Agents
and all future holders of the Loans. In the case of any waiver, the Borrower,
the Guarantors, the Lenders and the Agents shall be restored to their former
positions and rights hereunder and under the other Loan Documents, and any
Default or Event of Default waived shall be deemed to be cured and not
continuing; no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon.

            10.2 Notices

            (a) Except in the case of notices and other communications expressly
permitted to be given by telephone (and subject to paragraph (b) below), all
notices and other

                                       58


communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telecopy, as follows:

                  (i) if to the Borrower or any of the Guarantors, to Henry
            Schein, Inc., 135 Duryea Road, Melville, New York, 11747, Attention
            of Chief Financial Officer (Telecopy No. (631) 843-5541), with a
            copy to Proskauer Rose LLP, 1585 Broadway, New York, New York,
            10036-8299, Attention of Jack P. Jackson, Esq. (Telecopy No. (212)
            969-2900);

                  (ii) if to the Administrative Agent, to it at JPMorgan Chase
            Bank, 395 North Service Road, Suite 302, Melville, NY 11747,
            Attention of John Budzynski, (Telecopy No. (631) 755-5184), with a
            copy to Richard Grabowski;

                  (iii) if to any other Lender, to it at its address (or
            telecopy number) set forth in its Administrative Questionnaire and
            notified to the Borrower in accordance with the provisions hereof.

            (b) Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent and the Lenders. The Administrative Agent
or the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

            (c) Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the other parties
hereto. All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.

            10.3 No Waiver; Cumulative Remedies

            No failure to exercise and no delay in exercising, on the part of
any Agent or any Lender, any right, remedy, power or privilege hereunder or
under the other Loan Documents shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.

            10.4 Survival of Representations and Warranties

            All representations and warranties made hereunder, in the other Loan
Documents and in any document, certificate or statement delivered pursuant
hereto or in connection herewith shall survive the execution and delivery of
this Agreement and the making of the Loans hereunder.

                                       59


            10.5 Payment of Expenses and Taxes

            The Borrower agrees (a) to pay or reimburse each of the Agents for
all their reasonable out-of-pocket costs and expenses incurred in connection
with the development, preparation and execution of, and any amendment,
supplement or modification to, this Agreement and the other Loan Documents and
any other documents prepared in connection herewith or therewith, and the
consummation and administration of the transactions contemplated hereby and
thereby, including, without limitation, the reasonable fees and disbursements of
Simpson Thacher & Bartlett LLP, counsel to the Administrative Agent, (b) to pay
or reimburse each Lender and each Agent for all its costs and expenses incurred
in connection with the enforcement of any rights under this Agreement or any of
the other Loan Documents, including, without limitation, the Attorney Costs of
each Lender and each Agent, (c) to pay, and indemnify and hold harmless each
Lender and each Agent and each of their affiliates and their respective
officers, directors, employees, agents and advisors (each, an "indemnified
party") from, any and all recording and filing fees and any and all liabilities
with respect to, or resulting from any delay in paying, stamp, excise and other
taxes, if any, which may be payable or determined to be payable in connection
with the execution and delivery of, or consummation or administration of any of
the transactions contemplated by, or any amendment, supplement or modification
of, or any waiver or consent under or in respect of, this Agreement, the other
Loan Documents and any such other documents, provided that the Borrower shall
have no obligation hereunder to any indemnified party with respect to any of the
foregoing fees or liabilities which arise from the gross negligence or willful
misconduct of such indemnified party determined in a court of competent
jurisdiction in a final non-appealable judgment, and (d) to pay, and indemnify
and hold harmless each indemnified party from and against, any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents including, without limitation, any of the
foregoing relating to the violation of, noncompliance with, or liability under,
any Environmental Law applicable to the operations of the Borrower, any of its
Subsidiaries or any of the Properties (all the foregoing in this clause (d),
collectively, the "indemnified liabilities"), provided that the Borrower shall
have no obligation hereunder to any indemnified party with respect to
indemnified liabilities arising from the gross negligence or willful misconduct
of such indemnified party determined in a court of competent jurisdiction in a
final non-appealable judgment. The agreements in this subsection shall survive
the termination of this Agreement and each other Loan Document and repayment of
the Loans and all other amounts payable hereunder.

            10.6 Successors and Assigns; Participations and Assignments

            (a) The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that (i) neither the Borrower nor any of the Guarantors
may assign or otherwise transfer any of their respective rights or obligations
hereunder without the prior written consent of each Lender

                                       60


(and any attempted assignment or transfer by any such Person without such
consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this
subsection. Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants (to the extent provided in
paragraph (c) of this subsection) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Agents and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

            (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees (each, an "Assignee") all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitment or the Loans at the time owing to it, as the case
may be) with the prior written consent (such consent not to be unreasonably
withheld) of:

                        (A)   the Borrower, provided that no consent of the
                              Borrower shall be required for an assignment to a
                              Lender, an Affiliate of a Lender, an "Approved
                              Fund" (as defined below) or, if a Default or an
                              Event of Default has occurred and is continuing,
                              any other Assignee; and

                        (B)   the Administrative Agent.

                  (ii) Assignments shall be subject to the following additional
            conditions:

                        (A)   except in the case of an assignment to a Lender or
                              an Affiliate of a Lender or an assignment of the
                              entire remaining amount of the assigning Lender's
                              Commitments or Loans, as the case may be, the
                              amount of the Commitments or Loans, as the case
                              may be, of the assigning Lender subject to each
                              such assignment (determined as of the date the
                              Assignment and Acceptance, substantially in the
                              form of Exhibit F (hereinafter, an "Assignment and
                              Acceptance"), with respect to such assignment is
                              delivered to the Administrative Agent) shall not
                              be less than $5,000,000 unless each of the
                              Borrower and the Administrative Agent otherwise
                              consent, provided that no such consent of the
                              Borrower shall be required if a Default or an
                              Event of Default has occurred and is continuing;

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                        (B)   each partial assignment shall be made as an
                              assignment of a proportionate part of all the
                              assigning Lender's rights and obligations under
                              this Agreement:

                        (C)   the parties to each assignment shall execute and
                              deliver to the Administrative Agent an Assignment
                              and Acceptance, together with a processing and
                              recordation fee of $3,500;

                        (D)   the Assignee, if it shall not be a Lender, shall
                              deliver to the Administrative Agent a duly
                              completed administrative questionnaire (containing
                              all pertinent information relating to such
                              assignee; hereinafter an "Administrative
                              Questionnaire"); and

                        (E)   in the case of an assignment to a "CLO" (as
                              defined below), the assigning Lender shall retain
                              the sole right to approve any amendment,
                              modification or waiver of any provision of this
                              Agreement, provided that the Assignment and
                              Acceptance between such Lender and such CLO may
                              provide that such Lender will not, without the
                              consent of such CLO, agree to any amendment,
                              modification or waiver described in the first
                              proviso to subsection 10.1(a) that affects such
                              CLO.

            For the purposes of this subsection 10.6(b), the terms "Approved
Fund" and "CLO" have the following meanings:

            "Approved Fund" means (a) a CLO and (b) with respect to any Lender
that is an institutional fund which invests primarily in bank loans and similar
extensions of credit, any other institutional fund that invests primarily in
bank loans and similar extensions of credit and is managed by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.

            "CLO" means any entity (whether a corporation, partnership, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing
in bank loans and similar extensions of credit in the ordinary course of its
business and is administered or managed by a Lender or an Affiliate of such
Lender.

                  (iii) Subject to acceptance and recording thereof pursuant to
            paragraph (b)(iv) of this subsection, from and after the effective
            date specified in each Assignment and Acceptance the assignee
            thereunder shall be a party hereto and, to the extent of the
            interest assigned by such Assignment and Acceptance, have the rights
            and obligations of a Lender under this Agreement, and the assigning
            Lender thereunder shall, to the extent of the interest assigned by
            such

                                       62


            Assignment and Acceptance, be released from its obligations under
            this Agreement (and, in the case of an Assignment and Acceptance
            covering all of the assigning Lender's rights and obligations under
            this Agreement, such Lender shall cease to be a party hereto but
            shall continue to be entitled to the benefits of subsections 3.8,
            3.9, 3.10, 3.11 and 10.5). Any assignment or transfer by a Lender of
            rights or obligations under this Agreement that does not comply with
            this subsection 10.6 shall be treated for purposes of this Agreement
            as a sale by such Lender of a participation in such rights and
            obligations in accordance with paragraph (c) of this subsection.

                  (iv) The Administrative Agent, acting for this purpose as an
            agent of the Borrower, shall maintain at one of its offices a copy
            of each Assignment and Acceptance delivered to it and a register for
            the recordation of the names and addresses of the Lenders, and the
            principal amount of the Loans owing to, each Lender pursuant to the
            terms hereof from time to time (the "Register"). The entries in the
            Register shall be conclusive in the absence of manifest error, and
            the Borrower, the Administrative Agent and the Lenders may treat
            each Person whose name is recorded in the Register pursuant to the
            terms hereof as a Lender hereunder for all purposes of this
            Agreement, notwithstanding notice to the contrary. The Register
            shall be available for inspection by the Borrower and any Lender, at
            any reasonable time and from time to time upon reasonable prior
            notice.

                  (v) Upon its receipt of a duly completed Assignment and
            Acceptance executed by an assigning Lender and an Assignee, the
            Assignee's completed Administrative Questionnaire (unless the
            Assignee shall already be a Lender hereunder), the processing and
            recordation fee referred to in paragraph (b) of this subsection and
            any written consent to such assignment required by paragraph (b) of
            this subsection, the Administrative Agent shall accept such
            Assignment and Acceptance and record the information contained
            therein in the Register. No assignment shall be effective for
            purposes of this Agreement unless it has been recorded in the
            Register as provided in this paragraph.

            (c) (i) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment or Loan owing
to it, as the case may be); provided that (A) such Lender's obligations under
this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Borrower, the Agents and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such

                                       63


agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to subsection 10.1(a) that affects such
Participant. Subject to paragraph (c)(ii) of this subsection, the Borrower
agrees that each Participant shall be entitled to the benefits of subsections
3.8, 3.9, 3.10 and 3.11 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this
subsection. To the extent permitted by law, each Participant also shall be
entitled to the benefits of subsection 10.7 as though it were a Lender, provided
such Participant agrees to be subject to subsection 10.7 as though it were a
Lender.

                  (ii) A Participant shall not be entitled to receive any
greater payment under subsection 3.9, 3.10 or 3.11 than the applicable Lender
would have been entitled to receive with respect to the participation sold to
such Participant, unless the sale of the participation to such Participant is
made with the Borrower's prior written consent. A Participant that would be a
Non-U.S. Lender (as defined in subsection 3.10(b)) if it were a Lender shall not
be entitled to the benefits of subsection 3.10 unless the Borrower is notified
of the participation sold to such Participant and such Participant agrees, for
the benefit of the Borrower, to comply with subsection 3.10(b) as though it were
a Lender.

            (d) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this subsection shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.

            (e) The Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee,
subject to the provisions of subsection 10.14, any and all financial information
in such Lender's possession concerning the Borrower and its Subsidiaries and
Affiliates which has been delivered to such Lender by or on behalf of the
Borrower pursuant to this Agreement or which has been delivered to such Lender
by or on behalf of the Borrower in connection with such Lender's credit
evaluation of such Borrower and its Subsidiaries and Affiliates prior to
becoming a party to this Agreement.

            (f) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.

                                       64


            10.7 Adjustments; Set-off

            (a) If any Lender (a "benefited Lender") shall at any time receive
any payment of all or part of its Loans, or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by set-off,
pursuant to events or proceedings of the nature referred to in subsection 8(e),
or otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender (other than to the extent expressly provided
herein), if any, in respect of such other Lender's Loans, or interest thereon,
such benefited Lender shall purchase for cash from the other Lenders a
participating interest in such portion of each such other Lender's Loans, or
shall provide such other Lenders with the benefits of any such collateral, or
the proceeds thereof, as shall be necessary to cause such benefited Lender to
share the excess payment or benefits of such collateral or proceeds ratably with
each of the other Lenders; provided, however, that if all or any portion of such
excess payment or benefits is thereafter recovered from such benefited Lender,
such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest.

            (b) In addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior notice to the Borrower
or the Guarantors, any such notice being expressly waived by the Borrower and
the Guarantors to the extent permitted by applicable law, upon any amount
becoming due and payable by the Borrower hereunder (whether at the stated
maturity, by acceleration or otherwise) to set off and appropriate and apply
against such amount any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by such Lender or
any branch or agency thereof to or for the credit or the account of the Borrower
or any of the Guarantors. Each Lender agrees promptly to notify the Borrower or
any such Guarantor and the Administrative Agent after any such set-off and
application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and application.

            10.8 Counterparts

            This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts (including by facsimile
transmission), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Agreement
signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

            10.9 Severability

            Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition

                                       65


or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            10.10 Integration

            This Agreement and the other Loan Documents represent the entire
agreement of the Borrower, the Agents and the Lenders with respect to the
subject matter hereof or thereof, and there are no promises, undertakings,
representations or warranties by any Agent or any Lender relative to subject
matter hereof or thereof not expressly set forth or referred to herein or in the
other Loan Documents.

            10.11 GOVERNING LAW

            THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.

            10.12 Submission To Jurisdiction; Waivers

            Each of the Borrower and each Guarantor hereby irrevocably and
unconditionally:

            (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the courts of the State of
New York, the courts of the United States of America for the Southern District
of New York, and appellate courts from any thereof;

            (b) consents that any such action or proceeding may be brought in
such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

            (c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to the Borrower at its
address set forth in subsection 10.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;

            (d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction; and

            (e) waives, to the maximum extent not prohibited by law, any right
it may have to claim or recover in any legal action or proceeding referred to in
this subsection any special, exemplary, punitive or consequential damages.

                                       66


            10.13 Acknowledgements

            Each of the Borrower and each Guarantor hereby acknowledges that:

            (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents;

            (b) no Agent nor any Lender has any fiduciary relationship with or
duty to the Borrower or any of the Guarantors arising out of or in connection
with this Agreement or any of the other Loan Documents, and the relationship
between the Agents and Lenders, on the one hand, and the Borrower and the
Guarantors, on the other hand, in connection herewith or therewith is solely
that of debtor and creditor; and

            (c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Borrower, the Guarantors, and the Lenders.

            10.14 Confidentiality

            Each Lender agrees to keep confidential any written or oral
information (a) provided to it by or on behalf of the Borrower or any of its
Subsidiaries pursuant to or in connection with this Agreement or any other Loan
Document or (b) obtained by such Lender based on a review of the books and
records of the Borrower or any of its Subsidiaries; provided that nothing herein
shall prevent any Lender from disclosing any such information (i) to any Agent
or any other Lender, (ii) to any Transferee which receives such information
having been made aware of the confidential nature thereof and having agreed to
abide by the provisions of this subsection 10.14, (iii) to its employees,
directors, agents, attorneys, accountants and other professional advisors, and
to employees and officers of its Affiliates who agree to be bound by the
provisions of this subsection 10.14 and who have a need for such information in
connection with this Agreement or other transactions or proposed transactions
with the Borrower, (iv) upon the request or demand of any Governmental Authority
having jurisdiction over such Lender, (v) in response to any order of any court
or other Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law, (vi) subject to an agreement to comply with the provisions
of this subsection, to any actual or prospective counter-party (or its advisors)
to any Swap Agreement, (vii) which has been publicly disclosed other than in
breach of this Agreement, (viii) in connection with the exercise of any remedy
hereunder or any litigation to which such Lender is a party, or (ix) which is
received by such Lender from a Person who, to such Lender's knowledge or
reasonable belief, is not under a duty of confidentiality to the Borrower or the
applicable Subsidiary, as the case may be.

            10.15 WAIVERS OF JURY TRIAL

            THE BORROWER, THE GUARANTORS, THE AGENTS AND THE LENDERS HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY

                                       67


JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                              SECTION 11. GUARANTEE

            11.1 Guarantee

            The Guarantors hereby jointly and severally guarantee (this
"Guarantee") to each Lender and each Agent, and their respective successors and
assigns, the prompt payment in full when due (whether at stated maturity, by
acceleration or otherwise) of the principal of and interest on the Loans made by
the Lenders to the Borrower and all other amounts owing to the Lenders or the
Agents by the Borrower under this Agreement or under any of the other Loan
Documents, in each case strictly in accordance with the terms hereof or thereof,
as the case may be (such obligations being herein collectively called the
"Guaranteed Obligations"). The Guarantors hereby further jointly and severally
agree that if the Borrower shall fail to pay in full when due (whether at stated
maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the
Guarantors will promptly pay the same, without any demand or notice whatsoever,
and that in the case of any extension of time of payment or renewal of any of
the Guaranteed Obligations, the same will be promptly paid in full when due
(whether at extended maturity, by acceleration or otherwise) in accordance with
the terms of such extension or renewal. This Guarantee is an absolute,
unconditional, continuing guaranty of payment and not of collection of the
Guaranteed Obligations and includes Guaranteed Obligations arising from
successive transactions which shall either continue such Guaranteed Obligations
or from time to time renew such Guaranteed Obligations after the same have been
satisfied. This Guarantee is in no way conditioned upon any attempt to collect
from the Borrower or upon any other event or contingency, and shall be binding
upon and enforceable against each Guarantor without regard to the validity or
enforceability of any of the Guaranteed Obligations, this Agreement, the Notes
or any other Loan Document or of any term hereof or thereof. Each Lender and
each Agent, is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender or such Agent to or for the
credit or the account of any Guarantor against any of the obligations of any
Guarantor now or hereafter existing under this Guarantee, irrespective of
whether or not any such Lender or such Agent shall have made any demand
hereunder and although such obligations may be unmatured. The rights under this
subsection 11.1 are in addition to other rights and remedies (including other
rights of set off) which any Lender or any Agent may have.

                                       68


            11.2 Obligations Unconditional

            The obligations of the Guarantors under subsection 11.1 are absolute
and unconditional, joint and several, irrespective of the value, genuineness,
validity, regularity or enforceability of the obligations of the Borrower under
this Agreement or any other agreement or instrument referred to herein, or any
substitution, release or exchange of any other guarantee of or security for any
of the Guaranteed Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this subsection that the obligations of the
Guarantors hereunder shall be absolute and unconditional, joint and several, and
shall not be subject to any counterclaim, set-off, deduction or defense based
upon any claim any Guarantor may have against any Person, under any and all
circumstances. Without limiting the generality of the foregoing, it is agreed
that the occurrence of any one or more of the following shall not alter or
impair the liability of the Guarantors hereunder, which shall remain absolute
and unconditional as described above:

            (i) at any time or from time to time, without notice to the
      Guarantors, the time for any performance of or compliance with any of the
      Guaranteed Obligations shall be extended, or such performance or
      compliance shall be waived;

            (ii) any of the acts mentioned in any of the provisions of this
      Agreement or any other agreement or instrument referred to herein shall be
      done or omitted;

            (iii) the maturity of any of the Guaranteed Obligations shall be
      accelerated, or any of the Guaranteed Obligations shall be modified,
      supplemented or amended in any respect, or any right under this Agreement
      or any other agreement or instrument referred to herein shall be waived or
      any other guarantee of any of the Guaranteed Obligations or any security
      therefor shall be released or exchanged in whole or in part or otherwise
      dealt with;

            (iv) any lien or security interest granted to, or in favor of, any
      Agent or Agents or any Lender or Lenders as security for any of the
      Guaranteed Obligations shall fail to be perfected or shall be impaired or
      shall be released, or any Person liable for any of the Guaranteed
      Obligations (including, without limitation, any Guarantor) shall be
      released;

            (v) any express or implied amendment, modification or supplement to
      this Agreement, any Note, or any other instrument applicable to the
      Borrower or to the Loans;

            (vi) any failure on the part of the Borrower to perform or comply
      with this Agreement, any Note or any other Loan Document or any failure of
      any other Person to perform or comply with any term of this Agreement, any
      Note, or any other Loan Document or any other agreement as aforesaid; or

                                       69


            (vii) any bankruptcy, insolvency, reorganization, arrangement,
      readjustment, composition, liquidation or similar proceeding with respect
      to the Borrower, or its properties or its creditors, or any action taken
      by any trustee or receiver or by any court in any such proceeding.

The Guarantors hereby expressly waive diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that any Agent or any
Lender exhaust any right, power or remedy or proceed against the Borrower under
this Agreement or any other agreement or instrument referred to herein, or
against any other Person under any other guarantee of, or security for, any of
the Guaranteed Obligations.

            11.3 Reinstatement

            The obligations of the Guarantors under this Section shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of the Borrower or any Guarantor in respect of the Guaranteed
Obligations is rescinded or must be otherwise restored by any holder of any of
the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy
or reorganization or otherwise, and the Guarantors jointly and severally agree
that they will indemnify the Agents and each Lender on demand for all reasonable
costs and expenses (including fees of counsel) incurred by such Agent or such
Lender in connection with such rescission or restoration, including any such
costs and expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law.

            11.4 Subrogation

            The Guarantors hereby jointly and severally agree that until the
payment and satisfaction in full of all Guaranteed Obligations, the Guarantors
shall not exercise any right or remedy arising by reason of any performance by
them of their guarantee in subsection 11.1, whether by subrogation or otherwise,
against the Borrower or any other guarantor of any of the Guaranteed Obligations
or any security for any of the Guaranteed Obligations.

                                       70


            11.5 Remedies

            The Guarantors jointly and severally agree that, as between the
Guarantors and the Lenders, the obligations of the Borrower under this Agreement
may be declared to be forthwith due and payable as provided in Section 8 (and
shall be deemed to have become automatically due and payable as a result of the
occurrence of an event described in clause (e) or (i) of Section 8 in accordance
with the provisions of Section 8) for purposes of subsection 11.1
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable) as
against the Borrower , the obligations of the Guarantors with respect to the
Guaranteed Obligations shall be unaffected by any such stay, injunction or other
prohibition preventing such declaration (or such obligations from becoming
automatically due and payable) as against the Borrower or otherwise, and that,
in the event of such declaration (or such obligations being deemed to have
become automatically due and payable), such obligations (whether or not due and
payable by the Borrower) shall forthwith become due and payable by the
Guarantors for purposes of subsection 11.1.

            11.6 Instrument for the Payment of Money

            Each Guarantor hereby acknowledges that the guarantee in this
Section constitutes an instrument for the payment of money, and consents and
agrees that any Lender or any Agent, at its sole option, in the event of a
dispute by such Guarantor in the payment of any moneys due hereunder, shall have
the right to bring motion or action under New York CPLR Section 3213.

            11.7 Continuing Guarantee

            The guarantee in this Section is a continuing guarantee, and shall
apply to all Guaranteed Obligations whenever arising.

            11.8 General Limitation on Guarantee Obligations

            In any action or proceeding involving any state corporate law, or
any state or Federal bankruptcy, insolvency, reorganization or other law
affecting the rights of creditors generally, if the obligations of any
Guarantors under subsection 11.1 would otherwise be held or determined to be
void, invalid or unenforceable, or subordinated to the claims of any other
creditors, on account of the amount of its liability under subsection 11.1,
then, notwithstanding any other provision hereof to the contrary, the amount of
such liability shall, without any further action by such Guarantors, any Lender,
any Agent or any other Person, be automatically limited and reduced to the
highest amount that is valid and enforceable and not subordinated to the claims
of other creditors as determined in such action or proceeding.

                                       71


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                            HENRY SCHEIN, INC.,
                                            as Borrower

                                            By:  /s/ Steven Paladino
                                                 -------------------------------
                                                 Name:  Steven Paladino
                                                 Title:

                                            ROANE BARKER, INC.,
                                            as a Guarantor

                                            By:  /s/ Steven Paladino
                                                 -------------------------------
                                                 Name:  Steven Paladino
                                                 Title:

                                            DENTRIX DENTAL SYSTEMS, INC.
                                            as a Guarantor

                                            By:  /s/ Steven Paladino
                                                 -------------------------------
                                                 Name:  Steven Paladino
                                                 Title:

                                            HSI SERVICE CORP.
                                            as a Guarantor

                                            By:  /s/ Steven Paladino
                                                 -------------------------------
                                                 Name:  Steven Paladino
                                                 Title:



                                        MICRO BIO-MEDICS, INC.
                                        as a Guarantor

                                        By:  /s/ Steven Paladino
                                             -----------------------------------
                                             Name:  Steven Paladino
                                             Title:

                                        GIV HOLDINGS, INC.
                                        as a Guarantor

                                        By:  /s/ Steven Paladino
                                             -----------------------------------
                                             Name:  Steven Paladino
                                             Title:

                                        JPMORGAN CHASE BANK,
                                        as Administrative Agent and as a Lender

                                        By:  /s/ John Budzynski
                                             -----------------------------------
                                             Name:  John Budzynski
                                             Title: Vice President

                                        LEHMAN COMMERCIAL PAPER INC.,
                                        as Syndication Agent and as a Lender

                                        By:  /s/ Gregory H. Smith
                                             -----------------------------------
                                             Name:  Gregory H. Smith
                                             Title:



                                                                    Schedule 1.1

                        Names and Commitments of Lenders


       Name of Lender                                Commitment
- ---------------------------                         ------------
                                                 
     JPMORGAN CHASE BANK                            $75,000,000

LEHMAN COMMERCIAL PAPER INC.                        $75,000,000




                                                                    Schedule 4.8

                                    Taxation

None



                                                                    Schedule 7.7

                                 Swap Agreements

Entity:          Sirona Dental Systems B.V.

Principal:       EUR6million

Bank Pays:       Floating

Bank Receives:   Fixed - 4.2%

                                                                    EXHIBIT 31.1

                                  CERTIFICATION

I, Stanley M. Bergman, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Henry Schein, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

      a)    designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our supervision,
      to ensure that material information relating to the registrant, including
      its consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of
      the period covered by this report based on such evaluation; and

      c)    disclosed in this report any change in the registrant's internal
      control over financial reporting that occurred during the registrant's
      most recent fiscal quarter (the registrant's fourth fiscal quarter in the
      case of an annual report) that has materially affected, or is reasonably
      likely to materially affect, the registrant's internal control over
      financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

      a)    all significant deficiencies and material weaknesses in the design
      or operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant's ability to record,
      process, summarize and report financial information; and




      b)    any fraud, whether or not material, that involves management or
      other employees who have a significant role in the registrant's internal
      control over financial reporting.

                                          /s/  Stanley M. Bergman
Dated: August 2, 2004                     --------------------------------------
                                          Stanley M. Bergman
                                          Chairman, Chief Executive Officer and
                                          President

                                                                    EXHIBIT 31.2

                                  CERTIFICATION

I, Steven Paladino, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Henry Schein, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

      a)    designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our supervision,
      to ensure that material information relating to the registrant, including
      its consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of
      the period covered by this report based on such evaluation; and

      c)    disclosed in this report any change in the registrant's internal
      control over financial reporting that occurred during the registrant's
      most recent fiscal quarter (the registrant's fourth fiscal quarter in the
      case of an annual report) that has materially affected, or is reasonably
      likely to materially affect, the registrant's internal control over
      financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

      a)    all significant deficiencies and material weaknesses in the design
      or operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant's ability to record,
      process, summarize and report financial information; and




      b)    any fraud, whether or not material, that involves management or
      other employees who have a significant role in the registrant's internal
      control over financial reporting.

                                                    /s/ Steven Paladino
Dated: August 2, 2004                               ----------------------------
                                                    Steven Paladino
                                                    Executive Vice President and
                                                    Chief Financial Officer

                                                                      EXHIBIT 32

                            Certification Pursuant to
                             18 U.S.C. Section 1350,
                             as Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report on Form 10-Q of Henry Schein, Inc. (the
"Company") for the quarter ended June 26, 2004, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Stanley M. Bergman,
the Chairman, Chief Executive Officer and President of the Company, and I,
Steven Paladino, Executive Vice President and Chief Financial Officer of the
Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my
knowledge and belief that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

      Dated: August 2, 2004              /s/ Stanley M. Bergman
                                         -------------------------------------
                                         Stanley M. Bergman
                                         Chairman, Chief Executive Officer and
                                         President

      Dated: August 2, 2004              /s/ Steven Paladino
                                         -------------------------------------
                                         Steven Paladino
                                         Executive Vice President and
                                         Chief Financial Officer

This certification accompanies each Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 of the
Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its
staff upon request.