$300,000,000 AGGREGATE PRINCIPAL AMOUNT

APOGENT TECHNOLOGIES INC.

Floating Rate Senior Convertible Contingent Debt Securities (CODES) due 2033

PURCHASE AGREEMENT

December 12, 2003

LEHMAN BROTHERS INC.

as Representative of the

several Initial Purchasers listed

in Schedule I hereto

c/o Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

Apogent Technologies Inc., a Wisconsin corporation (the Company), proposes, subject to the terms and conditions stated herein, to issue and sell $300,000,000 aggregate principal amount of its Floating Rate Senior Convertible Contingent Debt Securities (the CODES) due 2033, with the several guarantees (the Guarantees and together with the CODES, the Firm Securities) of certain of the Companys subsidiaries parties hereto (the Guarantors) to the several initial purchasers listed in Schedule I hereto (collectively, the Initial Purchasers) for whom Lehman Brothers Inc. is acting as representative (the Representative). In addition, the Company proposes to grant to the Initial Purchasers an option (the Option) to purchase up to an additional $45,000,000 aggregate principal amount of its Floating Rate Senior Convertible Contingent Debt Securities due 2033 guaranteed by the Guarantors (the Option Securities and, together with the Firm Securities, the Securities). This is to confirm the agreement between the Company, the Guarantors and the Initial Purchasers concerning the offer, issue and sale of the Securities.

The Securities will be issued pursuant to an indenture (the Indenture) to be dated as of the First Delivery Date (as defined in Section 2(a)), among the Company, the Guarantors and The Bank of New York, as Trustee (the Trustee). The CODES will be convertible into duly and validly authorized, fully paid and nonassessable shares of common stock, par value $0.01 per share (the Common Stock), of the Company (such shares, the Conversion Shares) on the terms, and subject to the conditions, set forth in the Indenture.

The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the Commission) thereunder (collectively, the Securities Act), in reliance upon an exemption therefrom.

Holders of the Securities (including the Initial Purchasers and their direct and indirect transferees) will be entitled to the benefits of a Resale Registration Rights Agreement, dated as of the First Delivery Date, among the Company, the Guarantors and the Initial Purchasers (the Registration Rights Agreement), pursuant to which the Company and the Guarantors will agree to file with the Commission one or more shelf registration statements pursuant to Rule 415 under the Securities Act (each, a Registration Statement) covering the resale of the Securities and the Conversion Shares, and to use their best efforts to cause each Registration Statement to be declared effective, in each case within the time periods specified therein.

This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the Transaction Documents.

1. Representations, Warranties and Agreements of the Company and the Guarantors. Each of the Company and the Guarantors jointly and severally represents, warrants to and agrees with, the Initial Purchasers that:

(a) The Company and the Guarantors have prepared a preliminary offering memorandum dated December 12, 2003 (the Preliminary Offering Memorandum) and will prepare an offering memorandum dated the date hereof (the Offering Memorandum) setting forth information concerning the Company, the Guarantors, the Securities, the Common Stock and the Registration Rights Agreement, in each case, in form and substance satisfactory to you. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. As used in this Agreement, Preliminary Offering Memorandum or Offering Memorandum means the Preliminary Memorandum or Offering Memorandum, as the case may be, including the Incorporated Documents (as described below). The Preliminary Offering Memorandum, as of its date did not, and the Offering Memorandum, as of the date hereof does not and as of any Delivery Date (as defined in Section 2(b)) will not, and any amendment or supplement thereto, will not as of its respective date, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, the Company and the Guarantors make no representation or warranty as to information contained in or omitted from the Preliminary Offering Memorandum or the Offering Memorandum in reliance upon and in conformity with the written information furnished to the Company by or on the behalf of the Initial Purchasers specifically for inclusion therein.

(b) The documents deemed incorporated by reference in the Offering Memorandum which are listed under the heading Where You Can Find More Information in the Offering Memorandum (the Incorporated Documents), when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to

the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the Exchange Act), and none of such documents contained, as of such dates, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Offering Memorandum, when such documents are filed with Commission will conform in all material respects to the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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