TERMINATION AGREEMENT

Exhibit 10.1

TERMINATION AGREEMENT

This Termination Agreement (the “Agreement”) is made by and between Gregory D. Waller (hereinafter referred to as the “Employee”) and Sybron Dental Specialties, Inc. (hereinafter referred to as the “Company”).

WHEREAS, Employee is currently employed by the Company as its Vice-President Finance, Chief Financial Officer and Treasurer; and

WHEREAS, Employee has announced his desire to retire from his current position as of April 1, 2005 and to discontinue his employment with the Company; and

WHEREAS, Employee and Company wish to provide for an orderly transition of his duties and responsibilities; and

WHEREAS, due to Employee’s significant amount of knowledge regarding the Company’s operations, as a result of his long tenure with the Company, it is the desire of the Company to retain Employee’s services as a consultant for a period of one year following his retirement to provide the Company, from time to time, with such assistance as may be needed to ensure a more complete transfer of his knowledge to his successor; and

WHEREAS, Employee is willing to make himself available to provide the Company with the consulting services it desires;

NOW, THEREFORE, Employee and Company in consideration of the mutual covenants and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, agree as follows:

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Date: November 16, 2004

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Addendum A

FULL AND COMPLETE RELEASE OF LIABILITY (the “Release”)

I, Gregory D. Waller, for good and adequate consideration consisting of an agreement by Sybron Dental Specialties, Inc. to provide me with the payments and benefits described in paragraph 6 of the Termination Agreement between me and Sybron Dental Specialties, Inc. dated November 16, 2004, a copy of which is attached hereto, IRREVOCABLY WAIVE, RELEASE AND RELINQUISH (i) ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION, which I have presently or may have in the future, as a result of any act, omission or event occurring prior to the date I sign this Release, whether known to me at this time or not, against Sybron Dental Specialties, Inc. and its shareholders, officers, directors, successors, predecessors, assigns, affiliates, agents and employees, either past, present or future (hereinafter collectively referred to as the “Releasees”); and (ii) any claims, demands or causes of action against any of the Releasees, whether individually or collectively, for any amounts, benefits or any other obligations owed to me by the any of the Releasees as a result of, on account of or arising out of the Executive Employment Agreement dated November 4, 2002 entered into by and between the Company and me.

The rights, claims and causes of action waived, released and relinquished include but are not limited to: all claims for wages that have been paid, non-vested salaries, benefits, sick pay, accrued vacation pay, termination pay, severance pay; all rights, causes of action and claims which arise out of the employer/employee relationship whether expressed or implied by operation of law that exist because of my employment with any of the Releasees; and ALL claims and causes of action for any type of discrimination prohibited under the Federal Laws of either the United States or any State Law in the United States* (except for any rights which I may have with respect to a deferred vested pension or savings and thrift plan).

This Release does not extend to rights, claims or causes of action for age discrimination that arise out of acts, events or omissions that occur after the date this Release is signed. This Release does not apply to any claim for vested retirement benefits nor any claim to the state of California for unemployment benefits.

In granting the above release, I acknowledge that the Releasees are not, in any manner, admitting liability to me on any basis or under any law.

In signing this Release, I intend to and do hereby waive any rights I may have under the provisions of Section 1542 of the Civil Code of California, which reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

I hereby acknowledge my understanding that for purposes of this Release, the terms “creditor,” “his” and “him,” as used and referred to in the above-quoted language of Section 1542 refers to me. The term “debtor,” as used and referred to in the above-quoted language of Section 1542 refers to the Releasees.

In signing this Release I understand that I am acknowledging that (i) I have read this Release and understand its terms; (ii) I am entering into this Release of my own free will and free from duress or undue influence; (iii) I was given twenty-one (21) days to review the Release, to consider whether to sign it and to consult with a lawyer of my choosing to explain the extent to which this Release bars all claims and causes of action against the Releasees; and (iv) I understand I can revoke or cancel this Release at any time within

seven (7) days of the date I sign and date this Release, provided I give notice of the revocation to the Vice-President of Human Resources of Sybron Dental Specialties, Inc. at 1717 West Collins Avenue, Orange, CA 92867 within the seven (7) day revocation period.

IF THIS FULL AND COMPLETE RELEASE OF LIABILITY IS NOT REVOKED OR CANCELED WITHIN SEVEN DAYS OF THE DATE IT IS SIGNED, IT SHALL BECOME FINAL AND BINDING.

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EXHIBIT 1

REPRESENTATIVE LISTING

OF THE

CLAIMS, RIGHTS AND CAUSES OF ACTION RELEASED

The list set forth below is a representative sample of the types of claims, rights and causes of action being waived, relinquished and released hereunder. It is not intended to be a complete list.

Federal Law:

Any and all rights, claims or causes of action based upon, arising out of or on account of, in whole or in part, Title VII of the Civil Rights Act of 1964 and 1991 (race, color, religion, national origin or sex); the Age Discrimination in Employment Act of 1967 (age); the Older Workers Benefits Protection Act (age); the Vocational Rehabilitation Act of 1973 (handicapped); 42 U.S.C. sec. 1981, 1986 and 1988 (race); the Employee Retirement Income Security Act (ERISA pension and employee benefits); the Equal Pay Act of 1963 (prohibits pay differentials based on sex); the Immigration Reform and Control Act of 1986; Executive Order 11246 (race, color, religion, sex or national origin); Executive Order 11141 (age); Vietnam Era Veterans Readjustment Assistance Act of 1974 (Vietnam era veterans and disabled veterans); sec. 301 of the Labor Management Relations Act, 29 U.S.C. Sec. 185 et seq. (suits for breach of the Collective Bargaining Agreement); the Fair Labor Standards Act (minimum wage and overtime pay); the Labor Management Relations Act (rights protected by the National Labor Relations Board); the Occupational Safety and Health Act (safety matters); the Family and Medical Leave Act of 1993; the American Disabilities Act; the Sarbanes-Oxley Act of 2002; and Federal Common Law.

State Law:

Any and all rights, claims or causes of action based upon, arising out of or on account of, in whole or in part, any statutory or common law of any State of the United States, including but not limited to claims under California’s Fair Employment and Housing Act and the California Labor Code; any laws, regulations or ordinances relating to the employer/employee relationship under any state in the United States; any tort, breach of express or implied employment contracts; wrongful discharge; workers’ compensation; retaliation; tortious interference with contractual relations; or loss of consortium.

ADDENDUM B

CONSULTING AGREEMENT

This Consulting Agreement (the “Consulting Agreement”) is made, effective the 2nd day of April 2005, by and between Sybron Dental Specialties, Inc. (“SDS”), a Delaware corporation, with its principal place of business at 1717 W. Collins Ave, Orange, CA 92867 and Gregory D. Waller (“Waller “), an individual resident of the State of California.

Recitals

Waller recently relinquished his position with SDS as its Vice-President Finance, Chief Financial Officer and Treasurer.

Waller possesses a significant amount of knowledge regarding the Company’s operations as a result of his long tenure with the Company.

It is the desire of the Company to retain Waller’s services, as a consultant, for a period of one year, to provide the Company, from time to time, with such assistance as may be needed to ensure a more complete transfer of his knowledge to his successor.

Waller is willing to make himself available to provide the Company with the consulting services it desires.

Agreements

In consideration of the mutual covenants herein contained, the parties, intending to be legally bound, agree as follows:

Waller shall, when requested by SDS, consult with SDS regarding those matters for which he was responsible while he was employed by SDS as its Vice-President Finance, Chief Financial Officer and Treasurer and such other matters regarding the operation of the business of SDS and its subsidiaries about which Waller has knowledge (the foregoing hereinafter are referred to as the “Services”).

Waller shall not be required to expend more than fifteen (15) hours in any month in providing the Services.

SDS shall pay Waller twelve thousand five hundred dollars ($12,500) per month during the term of this Consulting Agreement. The payments shall be made on or about the first day of each calendar month during the term of this Consulting Agreement.

SDS shall reimburse Waller, upon the submission of properly-documented expense account reports, for all reasonable travel, entertainment and other business-related expenses incurred by Waller in the course of providing the Services.

Waller shall perform the Services with the care, skill, and diligence, in accordance with the applicable professional standards currently recognized by his profession. Waller shall comply with all applicable federal, state, and local laws, ordinances, codes, and regulations in performing the Services.

This Consulting Agreement shall become effective as the effective date stated above and shall expire one year after the effective date, unless earlier terminated in accordance with the following paragraph.

Company may terminate this Consulting Agreement by sending notice of termination in writing to Waller in the event that Waller commits any breach of or default in any of the terms or conditions of this Consulting Agreement, and fails to remedy such default or breach within thirty (30) days after receipt of written notice thereof from SDS; the termination shall be effective as of the date of the receipt by Waller of the notice.

No termination of this Consulting Agreement, however effectuated, shall release the parties from any rights and obligations accrued prior to the effective date of termination of this Consulting Agreement.

Nothing contained in this Consulting Agreement shall cause Waller to be considered an employee, agent, legal representative, partner or joint representative of SDS. Waller shall be considered, for all purposes, an independent contractor, and will not, directly or indirectly, act as an agent, servant or employee of SDS, and does not have any authority to bind the SDS in any respect.

Waller agrees not to use or disclose to anyone, other than employees of SDS and its subsidiaries, during the term of this Consulting Agreement and thereafter, any Confidential Information (as hereinafter defined). For purposes of this Consulting Agreement, “Confidential Information” is (i) information contained in any materials delivered to Waller pursuant to this Consulting Agreement; and (ii) information which relates to SDS’s business affairs or that of any of its affiliates.

This Consulting Agreement may be modified, amended or supplemented only by a writing signed by an authorized executive officer of SDS and Waller.

Waller shall not assign this Consulting Agreement whether by operation of law or otherwise in part or in full. This Consulting Agreement shall be binding among the parties hereto and their successors and assigns.

This Consulting Agreement constitutes the entire agreement between SDS and Waller with respect to the consulting arrangement (it does not amend, replace or affect the operation of the Full and Complete Release of Liability between the parties dated                              or the Termination

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Agreement between the parties dated November 16, 2004) and no representation or statement not contained in this Consulting Agreement shall be binding upon Waller or SDS.

IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Consulting Agreement below.

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