CONFIDENTIALITY AGREEMENT

Exhibit 4.1

CONFIDENTIALITY AGREEMENT

Michael Bresson
General Counsel
Apogent Technologies Inc.
30 Penhallow Street
Portsmouth, NH 03801

Dear Mr. Bresson:

               In connection with Fisher Scientific International Inc.’s (“Fisher”) and Apogent Technologies Inc.’s (“Apogent”) consideration of a possible transaction (a “Transaction”) between Fisher and Apogent, Fisher will make available to Apogent and its Representatives (as defined below) certain information concerning the business, financial condition, operations, assets, plans, prospects and liabilities of Fisher and Apogent will make available to Fisher and its Representatives certain information concerning the business, financial condition, operations, assets, plans, prospects and liabilities of Apogent. All such information (whether written or oral) of any kind furnished in connection with the Transaction (whether before or after the date hereof) by either party or its affiliates or its or such affiliates’ respective directors, officers, employees, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, with respect to either party, its “Representatives”) to the other party or such other party’s Representatives and all analyses, notes, studies, interpretations, compilations, forecasts, studies or other documents prepared by either party or its respective Representatives in connection with the review of, or interest in, a Transaction which contain or reflect any such information is referred to as the “Information.” The term Information will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by either party or its respective Representatives in violation of this letter agreement or (ii) is or becomes available to either party on a nonconfidential basis from a source which, to the best of such party’s knowledge, is not prohibited from disclosing such information to such party by a legal, contractual or fiduciary obligation to the other party.

               In furtherance of the foregoing and as a condition to the provision of any Information by either party, each of Fisher and Apogent hereby acknowledges and agrees as follows:

               It and its Representatives (i) will keep the Information confidential in accordance with the terms of this letter agreement and will not (except as required by applicable law, regulation or legal process, and only after compliance with paragraph 3 below), without the other party’s prior written consent, disclose any Information in any manner whatsoever and (ii) will not use any Information other than in connection with the evaluation of a Transaction; provided, however, that it may disclose the Information to its Representatives (a) who need to know the Information for the purpose of evaluating a Transaction, (b) who are informed by it of the

confidential nature of the Information and (c) who agree to act in accordance with the terms of this letter agreement. It will cause its Representatives to observe the terms of this letter agreement, and it will be responsible for any breach of this letter agreement by any of its Representatives.

               Neither it nor its Representatives will (except as required by applicable law, regulation or legal process, and only after compliance with paragraph 3 below), without the prior written consent of the other party, disclose to any person the fact that the Information exists or has been made available, that a Transaction is under consideration, or that discussions or negotiations are taking or have taken place concerning a Transaction or any term, condition or other fact relating to a Transaction or such discussions or negotiations, including, without limitation, the status thereof.

               In the event that it or any of its Representatives are requested pursuant to, or required by, applicable law, regulation or legal process to disclose any of the Information or any other matter covered by this letter agreement, it will notify the other party promptly so that such other party may seek a protective order or other appropriate remedy, or, in its sole discretion, waive compliance with the terms of this letter agreement. In the event that no such protective order or other remedy is obtained, or, that the other party does not waive compliance with the terms of this letter agreement, it will furnish only that portion of the Information or other information covered by paragraph 2 which it is advised by its counsel is legally required.

               If a party determines not to proceed with a Transaction, it will promptly inform the other party of that decision and, in that case, and at any time upon the request of such other party, it will either (i) promptly destroy all copies of the Information in written or other recorded form in its or its Representatives’ possession and confirm such destruction to such other party in writing or (ii) promptly deliver to such other party at its own expense all copies of the Information in its or its Representatives’ possession. Any Information will continue to be subject to the terms of this letter agreement.

               Neither Fisher or Apogent, as applicable, nor its Representatives, nor any of its or their respective officers, directors, employees, agents or controlling persons within the meaning of Section 20 of the Securities Exchange Act of 1934, as amended, makes any express or implied representation or warranty as to the accuracy or completeness of the Information, and it agrees that no such person will have any liability relating to the Information or for any errors therein or omissions therefrom. Each party further agrees that it is not entitled to rely on the accuracy or completeness of the Information and that it will be entitled to rely solely on such representations and warranties as may be included in any definitive agreement with respect to a Transaction, subject to such limitations and restrictions as may be contained therein. The investigation and evaluation of Information by each party and its Representatives is entirely at its own expense and risk. Further, neither party is under any duty or obligation to provide the other party or its Representatives with access to any information.

               For a period of two (2) years from the date of this letter agreement, neither it nor any of its controlled affiliates will, directly or indirectly, solicit for employment or hire any employee of the other party or any of its controlled affiliates (other than clerical or other support staff) with whom it or its Representatives have had contact or who became known to it or its Representatives in connection with its consideration of a Transaction. It is understood and agreed that a general advertisement placed by either party or its agents not directed toward any employee or group of employees described in the preceding sentence and any hiring resulting therefrom shall not constitute a solicitation or hiring prohibited by this paragraph.