WAIVER AND OMNIBUS SECOND AMENDMENT

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                                                                   EXHIBIT 10.40

                       WAIVER AND OMNIBUS SECOND AMENDMENT

            This WAIVER AND OMNIBUS SECOND AMENDMENT (this "AMENDMENT"), is
entered into as of October 11, 2005 by and among (a) FSI Receivables Company
LLC, a Delaware limited liability company ("FSIRC"), (b) Fisher Scientific
International Inc., a Delaware corporation, as Servicer and as Originator Agent
(in either capacity, "PARENT"), (c) Cole-Parmer Instrument Company, an Illinois
corporation, Fisher Clinical Services Inc., a Pennsylvania corporation, Fisher
Hamilton L.L.C., a Delaware limited liability company, and Fisher Scientific
Company L.L.C., a Delaware limited liability company (each of the foregoing, an
"ORIGINATOR" and collectively, the "ORIGINATORS"), (d) Atlantic Asset
Securitization Corp., a Delaware corporation ("ATLANTIC" or a "CONDUIT"), and
Liberty Street Funding Corp., a Delaware corporation ("LIBERTY STREET" or a
"CONDUIT"), (e) Calyon New York Branch, a French chartered bank acting through
its New York branch ("CALYON" and, together with Atlantic, the "ATLANTIC
GROUP"), The Bank of Nova Scotia, a Canadian chartered bank acting through its
New York Agency ("SCOTIABANK" and, together with Liberty Street, the "LIBERTY
STREET GROUP"), (f) Calyon, in its capacity as agent for the Atlantic Group (a
"CO-AGENT"), Scotiabank, in its capacity as agent for the Liberty Street Group
(a "CO-AGENT"), and (g) Scotiabank, in its capacity as administrative agent for
the Atlantic Group, the Liberty Street Group and the Co-Agents (in such
capacity, together with its successors and assigns, the "ADMINISTRATIVE AGENT"
and, together with each of the Co-Agents, the "AGENTS"). Unless defined
elsewhere herein, capitalized terms used in this Amendment shall have the
meanings attributed to such terms in Exhibit I to the Receivables Transfer
Agreement (as defined below) or, if not defined in the Receivables Transfer
Agreement, the meanings attributed to such term in the Receivables Purchase
Agreement (as defined below).

                                    RECITALS

            WHEREAS, FSIRC, Parent and the Originators are parties to that
      certain Amended and Restated Receivables Purchase Agreement dated as of
      February 14, 2003, as amended by that certain First Amendment to Amended
      and Restated Receivables Purchase Agreement dated as of February 4, 2005
      (as so amended, the "RECEIVABLES PURCHASE AGREEMENT");

            WHEREAS, FSIRC, Parent, the Atlantic Group, the Liberty Street Group
      and the Agents are parties to that certain Amended and Restated
      Receivables Transfer Agreement dated as of February 4, 2005 (the
      "RECEIVABLES TRANSFER AGREEMENT" and, together with the Receivables
       Purchase Agreement, the "AGREEMENTS"); and

            WHEREAS, FSIRC, Parent, the Atlantic Group, the Liberty Street Group
      and the Agents desire to waive and amend certain provisions of the
      Agreements as herein set forth.

            NOW, THEREFORE, in consideration of the foregoing recitals, mutual
agreements contained herein and for good and valuable consideration the receipt
and sufficiency
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of which are hereby acknowledged, FSIRC, Parent, the Originators, the Atlantic
Group, the Liberty Street Group and the Agents hereby agree as follows:

SECTION 1. AMENDMENTS. Exhibit III to the Receivables Purchase Agreement and
Exhibit IV to the Receivables Transfer Agreement are hereby amended and restated
in their entirety to read as set forth in Annex A hereto, with retroactive
effect to the date each Collection Account was established for purposes of the
representations and warranties made pursuant to Sections 2.1(j) and 2.1(l) of
the Receivables Purchase Agreement and Sections 5.1(j) and 5.1(l) of the
Receivables Transfer Agreement.

SECTION 2. WAIVERS.

            (a) FSIRC, the Agents and the Transferees hereby waive any
Termination Event that may resulted from any breach of Section 2.1(j), 2.1(l),
4.1(i) or 4.2(b) of the Receivables Purchase Agreement occurring prior to the
date hereof so long as no such breach is continuing as of the date hereof.

            (b) The Agents and the Transferees hereby waive any Amortization
Event that may resulted from any breach of Section 5.1(j), 5.1(l), 7.1(g),
7.1(h), 7.1(j), 7.2(b), 8.1(c), 8.2(b) or 8.2(c) of the Receivables Transfer
Agreement occurring prior to the date hereof so long as no such breach is
continuing as of the date hereof.

SECTION 3. CONDITIONS TO EFFECTIVENESS; EFFECTIVE DATE.

             This Amendment will be effective as of the date hereof upon the
satisfaction of the following conditions precedent:

            (a) Execution and delivery of this Amendment by the FSIRC, Parent,
the Originators, the Atlantic Group, the Liberty Street Group and the Agents,
and

            (b) Execution and delivery by FSIRC, the Agent and Bank of America,
N.A. of an amendment to the Deposit Account Control Agreement dated as of
October 4, 2004, as heretofore amended, adding each of the new Lockboxes and
Collection Accounts thereto.

            (c) FSIRC shall have paid to each of the Co-Agents in immediately
available funds a fully-earned and nonrefundable waiver fee of $10,000 per
Co-Agent.

SECTION 4. REPRESENTATIONS AND WARRANTIES.

             In order to induce the Atlantic Group and the Liberty Street Group
to enter into thi