Exhibit 10.32

                              SYBRON CHEMICALS INC.
                              EXECUTIVE BONUS PLAN

Section  7(g)(4)  of the  Company's  Executive  Bonus Plan is amended to read as
follows:

         (4) In the event there is no public market either for shares of Company
Common  Stock or for  shares of any  successor  of the  Company as a result of a
Change of Control,  any awards that would otherwise be made in shares of Company
Common under the terms of the Plan shall be made by  converting  the  applicable
number of shares  into cash and  multiplying  such  number of shares by the fair
market  value  of the  Company  Common  Stock as of the  date of the  Change  of
Control.  In the event  there is no public  market for shares of Company  Common
Stock but there is a public market for shares of a successor of the Company as a
result of a Change of Control, any awards that would otherwise be made in shares
of  Company  Common  Stock  under the terms of the Plan  shall be made in common
stock of such  successor  entity.  The amount  number of such  awards  shares of
common stock of the successor  entity shall be calculated  based on the relative
fair market  value of the Company  Common  Stock and of the common  stock of the
successor  entity as of the date of the Change of  Control.  After the date of a
Change of Control, all awards with respect to the two Bonus Years after the date
of immediately  following the year in which the Change of Control occurred shall
be made  exclusively  in cash and in cash or stock of the successor  entity,  by
converting  the  applicable  number of shares  into cash or stock as  determined
above. Thereafter, any provisions of the Plan providing for awards to be made in
the form of Company Common Stock shall be without effect.