REGISTRATION RIGHTS AGREEMENT

Dated as of June 2, 2003

by and among

Apogent Technologies Inc.

as Issuer

The several subsidiary guarantors parties hereto

as Guarantors

and

Lehman Brothers Inc.

Credit Suisse First Boston LLC

J.P. Morgan Securities Inc.

Fleet Securities, Inc.

Banc One Capital Markets, Inc.

Banc of America Securities LLC

Wachovia Securities, Inc.

Goldman, Sachs & Co.

ABN AMRO Incorporated

Scotia Capital (USA) Inc.

Robert W. Baird & Co. Incorporated

SunTrust Capital Markets, Inc.

Comerica Securities, Inc.

The Royal Bank of Scotland plc

as the Initial Purchasers

This Registration Rights Agreement (this Agreement) is made and entered into as of June 2, 2003, by and among Apogent Technologies Inc., a Wisconsin corporation (the Company), the several subsidiary guarantors parties hereto (collectively, the Guarantors) and the several initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (each an Initial Purchaser and, collectively, the Initial Purchasers), for whom Lehman Brothers Inc., Credit Suisse First Boston LLC and J.P. Morgan Securities Inc. are acting as representatives (each a Representative and, collectively, the Representatives). The Initial Purchasers have agreed to purchase the Companys 6% Senior Subordinated Notes, Series A, due 2013 (the Notes) together with the several guarantees forming a part thereof (the Guarantees and, together with the Notes, the Securities) pursuant to the Purchase Agreement (as defined below).

This Agreement is made pursuant to the Purchase Agreement, dated May 22, 2003 (the Purchase Agreement), among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 6 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture, dated as of June 2, 2003 between the Company, the Guarantors and The Bank of New York, as Trustee, relating to the Securities and the Exchange Securities (the Indenture).

The parties hereby agree as follows:

SECTION 1. DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the following meanings:

Act: The Securities Act of 1933, as amended.

Affiliate: As defined in Rule 144 of the Act.

Broker-Dealer: Any broker or dealer registered under the Exchange Act.

Closing Date: The date hereof.

Commission: The Securities and Exchange Commission.

Consummate: An Exchange Offer shall be deemed Consummated for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Securities tendered by Holders thereof pursuant to the Exchange Offer.

2

Consummation Deadline: As defined in Section 3(b) hereof.

EDGAR: The Commissions Electronic Data Gathering Analysis and Retrieval System.

Effectiveness Deadline: As defined in Section 3(a) and 4(a) hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended.

Exchange Offer: The exchange and issuance by the Company of a principal amount of Exchange Securities (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Securities that are tendered by such Holders in connection with such exchange and issuance.

Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exchange Securities: The Companys Securities, registered under the Act, to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Sections 4 and 6(b)(ii) hereof.

Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Securities to certain qualified institutional buyers, as such term is defined in Rule 144A under the Act, and pursuant to Regulation S under the Act.

Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.

Holders: As defined in Section 2 hereof.

Prospectus: The prospectus included in a Registration Statement at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Recommencement Date: As defined in Section 6(e) hereof.

Registration Default: As defined in Section 5 hereof.

Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case (i) that is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

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