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                                                                   EXHIBIT 10.44
                                CHANGE OF CONTROL
                              EMPLOYMENT AGREEMENT

     AGREEMENT by and between Kewaunee Scientific Corporation, a Delaware
corporation (the "Company") and Kenneth E. Sparks (the "Executive"), dated as of
the 28th day of February, 2003.

     The Board of Directors of the Company (the "Board") has determined that it
is in the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined below) of
the Company. The Board believes it is imperative to diminish the distraction of
the Executive by virtue of the personal uncertainties and risks created by a
pending or threatened Change of Control and to encourage the Executive's full
attention and dedication to the Company currently and in the event of any
threatened or pending Change of Control, and to provide the Executive with
compensation and benefits arrangements upon a Change of Control which ensure
that the compensation and benefits expectations of the Executive will be
satisfied and which are competitive with those of other corporations. Therefore,
in order to accomplish these objectives the Board has caused the Company to
enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1.  Change of Control Date. (a) The "Change of Control Date" shall mean the
first date during the term of this Agreement on which a Change of Control (as
defined in Section 2) occurs. Anything in this Agreement to the contrary
notwithstanding, if a Change of Control occurs and if the Executive's employment
with the Company is terminated prior to the date on which the Change of Control
occurs, and if it is reasonably demonstrated by the Executive that such
termination of employment (i) was at the request of a third party who has taken
steps reasonably calculated to effect a Change of Control or (ii) otherwise
arose in connection with or in anticipation of a Change of Control, then for all
purposes of this Agreement the "Change of Control Date" shall mean the date
immediately prior to the date of such termination of employment.

         (b)  The term of this Agreement shall commence on the date hereof and,
if no Change of Control occurs, shall end on January 20, 2006, subject to
extension by mutual agreement of the parties. If a Change of Control Date occurs
on or before such date, the term of this Agreement shall end on the later of the
last day of the Employment Period as defined in Section 3 (whether such date is
prior to or after such date) or the end of the Protection Period as defined in
Section 6.

     2.  Change of Control. For the purpose of this Agreement, a "Change of
Control" shall mean:

         (a)  The consummation of a transaction in which the Company is merged,
consolidated or reorganized into or with another corporation or other legal

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entity, if as a result of such transaction less than 50% of the outstanding
voting securities or other capital interests of the surviving, resulting or
acquiring entity are owned in the aggregate, directly or indirectly, by the
stockholders of the Company immediately prior to such transaction; or

         (b)  The sale or exchange of more than 50% of the outstanding shares of
common stock of the Company pursuant to an offer made generally for the
acquisition of the common stock of the Company, unless as a result of such
exchange at least 50% of the outstanding voting securities or other capital
interests of the acquiring entity are owned in the aggregate, directly or
indirectly, by the stockholders of the Company immediately prior to such
transaction; or

         (c)  The sale by the Company of all or substantially all of its
business and/or assets to any other corporation or other legal entity, if less
than 50% of the outstanding voting securities or other capital interests of the
acquiring entity are owned in the aggregate, directly or indirectly, by the
persons who were stockholders of the Company immediately before or after such
date; or

         (d)  A change in the membership of the Board such that the persons who
were members of the Board on the date of this Agreement (the "Original
Directors") cease to constitute at least a majority of the Board. For this
purpose, any person whose election, or nomination for election by the
stockholders, is approved by a vote of at least two-thirds of the Original
Directors who are still in office shall be considered an Original Director for
all purposes (including approving the election or nomination of subsequent
directors).

         (e)  Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.

     3.  Employment Period. The Company hereby agrees to continue the Executive
in its employ, subject to the terms and conditions of this Agreement, for the
period (the "Employment Period")commencing on the Change of Control Date and
ending on the third anniversary of such date, unless sooner terminated pursuant
to Section 5.

     4.  Terms of Employment. (a) Position and Duties.


              (i)   During the Employment Period, (A) the Executive's position
(including status, offices, titles and reporting requirements), authority,
duties and responsibilities shall be at least commensurate in all material
respects with the most significant of those held, exercised and assigned to the
Executive at any time during the 120-day period immediately preceding the Change
of Control Date and (B) the Executive's services shall be performed within the
Statesville/Charlotte, North Carolina, area, unless he otherwise consents.
Subject to the foregoing, the Executive may be transferred to the payroll of an
entity that is controlled by, or controls, the Company, and in such event the
term "Company" shall be deemed to include such entity.

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              (ii)  During the Employment Period, and excluding any periods of
vacation and sick leave to which the Executive is entitled, the Executive agrees
to devote his attention and time during normal business hours to the business
and affairs of the Company and, to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. It shall not be a violation of this Agreement for the
Executive to (A) serve on corporate, civic or charitable boards or committees,
(B) deliver lectures, fulfill speaking engagements or teach at educational
institutions and (C) manage personal investments, so long as such activities do
not significantly interfere with the performance of the Executive's
responsibilities as an employee of the Company in accordance with this
Agreement.

         (b)  Compensation.

              (i)   Base Salary. During the Employment Period, the Executive
shall receive an annual base salary ("Annual Base Salary"), which shall be paid
at a monthly rate, at least equal to twelve times the highest monthly base
salary paid or payable, including any base salary which has been earned but
deferred, to the Executive by the Company in respect of the twelve-month period
immediately preceding the month in which the Change of Control Date occurs.
During the Employment Period, the Annual Base Salary shall be reviewed no more
than 12 months after the last salary increase awarded to the Executive prior to
the Change of Control Date and thereafter at least annually. Any increase in
Annual Base Salary shall not serve to limit or reduce any other obligation to
the Executive under this Agreement. Annual Base Salary shall not be reduced
after any such increase and the term Annual Base Salary as utilized in this
Agreement shall refer to Annual Base Salary as so increased.

              (ii)  Annual Bonus. In addition to Annual Base Salary, the
Executive shall be awarded, for each fiscal year ending during the Employment
Period, an annual bonus (the "Annual Bonus") in cash at least equal to the
average of the Executive's bonus under the Company's annual incentive bonus plan
or any comparable bonus under any predecessor or successor plan, for the last
three full fiscal years prior to the Change of Control Date (annualized in the
event that the Executive was not employed by the Company for the whole of such
fiscal year) (the "Average Annual Bonus"). Each such Annual Bonus shall be paid
no later than the end of the second month of the fiscal year next following the
fiscal year for which the Annual Bonus is awarded, unless the Executive shall
elect to defer the receipt of such Annual Bonus.

              (iii) Incentive, Savings and Retirement Plans. During the
Employment Period, the Executive shall be entitled to participate in all
incentive, stock option, savings and retirement plans, practices, policies and
programs applicable generally to other peer executives of the Company but in no
event shall such plans, practices, policies and programs provide the Executive
with incentive opportunities, savings opportunities and retirement benefit
opportunities, in each case, less favorable than the most favorable of those
provided by the Company for the Executive under such plans, practices, policies
and programs as in effect at any time during the 120-day

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period immediately preceding the Change of Control Date, except that the
foregoing shall not be construed to require the Company to provide stock options
if the Company does not maintain a stock option plan following the Change of
Control, and benefits may be reduced under a tax qualified plan if substitute
benefits are provided under a nonqualified plan.

              (iv)  Welfare Benefit Plans. During the Employment Period, the
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company (including, without
limitation, medical, prescription, dental, disability, salary continuance,
employee life, group life, accidental death and travel accident insurance plans
and programs) to the extent applicable generally to other peer executives of the
Company but in no event shall such plans, practices, policies and programs
provide the Executive with benefits which are less favorable, in the aggregate,
than the most favorable of such plans, practices, policies and programs in
effect for the Executive at any time during the 120-day period immediately
preceding the Change of Control Date.

              (v)   Expenses. During the Employment Period, the Executive shall
be entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive in accordance with the policies, practices and procedures of
the Company in effect for the Executive at any time during the 120-day period
immediately preceding the Change of Control Date.

              (vi)  Fringe Benefits. During the Employment Period, the Executive
shall be entitled to fringe benefits, in accordance with the most favorable
plans, practices, programs and policies of the Company in effect for the
Executive at any time during the 120-day period immediately preceding the Change
of Control Date.

              (vii) Office and Support Staff. During the Employment Period, the
Executive shall be entitled to an office or offices of a size and with
furnishings and other appointments, and to personal secretarial and other
assistance, at least equal to those provided to the Executive by the Company at
any time during the 120-day period immediately preceding the Change of Control
Date.

              (viii) Vacation. During the Employment Period, the Executive shall
be entitled to paid vacations in accordance with the plans, policies, programs
and practices of the Company at least as favorable as those in effect for the
Executive at any time during the 120-day period immediately preceding the Change
of Control Date.

     5.  Termination of Employment. (a) Disability. If the Company determines in
good faith that Disability of the Executive has occurred during the Employment
Period (pursuant to the definition of Disability set forth below), it may give
to the Executive written notice in accordance with Section 11(b) of this
Agreement of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the 30th day after receipt of such notice by the Executive (the "Disability
Effective Date"), provided that, within the 30 days after such

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receipt, the Executive shall not have returned to full-time performance of the
Executive's duties. For purposes of this Agreement, "Disability" shall mean the
absence of the Executive from the Executive's duties with the Company on a
full-time basis for 180 consecutive days as a result of incapacity due to mental
or physical illness which is determined to be total and permanent by a physician
selected by the Company or its insurers and reasonably acceptable to the
Executive or the Executive's legal representative.

         (b)  Cause. The Company may terminate the Executive's employment during
the Employment Period for Cause. For purposes of this Agreement, "Cause" shall
mean:

              (i)   the willful and continued failure of the Executive to
perform substantially the Executive's duties with the Company or one of its
affiliates (other than any such failure resulting from incapacity due to
physical or mental illness), after a written demand for substantial performance
is delivered to the Executive by the Board or the Chief Executive Officer of the
Company which specifically identifies the manner in which the Board or Chief
Executive Officer believes that the Executive has not substantially performed
the Executive's duties, or

              (ii)  the willful engaging by the Executive in illegal conduct or
gross misconduct which is materially and demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act on the part of the
Executive, shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive Officer or
a senior officer of the Company or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Company. The cessation
of employment of the Executive shall not be deemed to be for Cause unless and
until there shall have been delivered to the Executive a copy of a resolution
duly adopted by the Board (or the Executive Committee of the Board) at a meeting
of the Board (or Executive Committee) called and held for such purpose (after
reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the Board (or Executive
Committee)), finding that, in the good faith opinion of the Board (or Executive
Committee), the Executive is guilty of the conduct described in subparagraph (i)
or (ii) above, and specifying the particulars thereof in detail.

         (c)  Good Reason. The Executive's employment may be terminated by the
Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall
mean:

              (i)   the assignment to the Executive of any duties inconsistent
in any material respect with the Executive's position (including status,
offices, titles and

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reporting requirements), authority, duties or responsibilities as contemplated
by Section 4(a) of this Agreement, or any other action by the Company which
results in a diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated and insubstantial action not taken in bad
faith and which is remedied by the Company promptly after receipt of notice
thereof given by the Executive;

              (ii)  any failure by the Company to comply with any of the
provisions of Section 4(b) of this Agreement, other than failure not occurring
in bad faith and which is remedied by the Company promptly after receipt of
notice thereof given by the Executive;

              (iii) the Company's requiring the Executive to be based at any
office or location other than as provided in Section 4(a)(i)(B) hereof or the
Company's requiring the Executive without his consent to travel on Company
business to a substantially greater extent than required immediately prior to
the Change of Control Date;

              (iv)  any purported termination by the Company of the Executive's
employment otherwise than as expressly permitted by this Agreement; or

              (v)   any failure by the Company to comply with and satisfy
Section 10(c) of this Agreement.

For purposes of this Section 5(c), any good faith determination of "Good Reason"
made by the Executive shall be conclusive.

         (d)  Notice of Termination. Any termination by the Company for cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 11(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
days after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.

         (e)  Date of Termination. "Date of Termination" means (i) if the
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be, (ii) if the Executive's
employment is terminated

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by the Company other than for Cause or Disability, the date on which the Company
notifies the Executive of such termination and (iii) if the Executive's
employment is terminated by reason of death or Disability, the date of death of
the Executive or the Disability Effective Date, as the case may be. The
Employment Period shall end on the Date of Termination.

     6.  Obligations of the Company upon Termination. (a) Termination by Company
Not for Cause; Resignation by Executive for Good Reason. If, during the
Employment Period, the Company shall terminate the Executive's employment other
than for Cause or Disability or the Executive shall terminate employment for
Good Reason, then, in addition to all compensation that has been earned but not
yet paid on the Date of Termination, the Executive shall be entitled to the
following. The amounts to be paid to the Executive pursuant to subparagraphs (i)
through (iv), as applicable, shall be paid in a lump sum in cash within 30 days
after the Date of Termination. All references in subparagraphs (ii) through (iv)
to specific employee benefit plans shall be appropriately adjusted to refer to
any amendments or successors to such plans as in effect on the Date of
Termination, subject to Section 4(b).

              (i)   The Company shall pay to the Executive an amount equal to
either:

                    A.  if the Date of Termination occurs on or before
     the first anniversary of the Change of Control Date, the sum of
     the Executive's Annual Base Salary plus his Average Annual Bonus;
     or

                    B.  if the Date of Termination occurs after the
     first anniversary of the Change of Control Date, one-half the sum
     of the Executive's Annual Base Salary plus his Average Annual
     Bonus.

              (ii)  If the Executive is a participant in the Kewaunee Scientific
Corporation Pension Equalization Plan (the "Equalization Plan"), his benefit
under the Equalization Plan shall be paid in a single lump sum computed as
provided in Section 3.2 of the Equalization Plan regardless of whether it
exceeds $20,000, and shall be increased by an amount equal to the additional
benefit the Executive would have accrued under both the Equalization Plan and
the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific
Corporation (the "Retirement Plan") if the Executive's employment had continued
until the end of the Protection Period as defined below, based on the assumption
that the Executive's compensation throughout the Protection Period would have
been that required by Section 4(b)(i) and Section 4(b)(ii). The provisions of
this Section 6(a)(ii) shall be considered an amendment to the Equalization Plan
consented to by the Executive. For purposes of this Agreement, the "Protection
Period" shall mean a period that begins on the Date of Termination and ends on
the first anniversary of the Date of Termination if the Date of Termination
occurs on or before the first anniversary of the Change of Control Date, or the
date that is six months after the Date of Termination if the Date of Termination
occurs after the first anniversary of the Change of Control Date.

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              (iii) If the Executive is a participant in the Kewaunee Scientific
Corporation Executive Deferred Compensation Plan (the "Deferred Compensation
Plan"), his benefit under the Deferred Compensation Plan shall be paid in a
single lump sum pursuant to Section 5.2 of the Deferred Compensation Plan
regardless of whether he had elected a different form of benefit, and shall be
increased by an amount equal to the additional employer matching contributions
the Executive would have received under both the Deferred Compensation Plan and
the 401K Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee
Scientific Corporation as if the Executive's employment had continued until the
end of the Protection Period, based on the assumption that the Executive's
compensation throughout the Protection Period would have been that required by
Section 4(b)(i) and Section 4(b)(ii), and that the Executive's would have
elected to defer his compensation under both such plans at the same rate that he
had elected immediately prior to the Termination Date. The provisions of this
Section 6(a)(iii) shall be considered an amendment to the Deferred Compensation
Plan consented to by the Executive.

              (iv)  If the Executive is a participant in the Kewaunee Scientific
Corporation Special Employee Benefit Plan (the "SEBP"), he shall also receive a
payment equal to the present value of the vested death benefit, if any, to which
the Executive's beneficiaries would have been entitled under the SEBP if the
Executive's employment had continued until the end of the Protection Period,
based on the assumption that the Executive's compensation throughout the
Protection Period would have been that required by Section 4(b)(i) and Section
4(b)(ii). Such present value shall be determined as if the death benefit were
payable at the end of the Executive's life expectancy, determined as of the date
of payment, and discounted to the date of payment, using the same mortality and
interest rate assumptions used to calculate lump sum benefits under the
Retirement Plan. The provisions of this Section 6(a)(iv) shall be considered an
amendment to the SEBP consented to by the Executive, and the amount of such
payment shall be in full satisfaction of all amounts owed to the Executive's
beneficiaries under the SEBP.

              (v)   During the Protection Period, or such longer period as may
be provided by the terms of the appropriate plan, program, practice or policy,
the Company shall continue benefits to the Executive and/or the Executive's
family at least equal to those which would have been provided to them in
accordance with the plans, programs, practices and policies described in Section
4(b)(iv) of this Agreement as if the Executive's employment had not been
terminated or, if more favorable to the Executive, as in effect generally at any
time thereafter with respect to other peer executives of the Company and their
families, provided, however, that if the Executive becomes reemployed with
another employer and is eligible to receive medical or other welfare benefits
under another employer-provided plan, the medical and other welfare benefits
described herein shall be secondary to those provided under such other plan
during such applicable period of eligibility, and for purposes of determining
eligibility (but not the time of commencement of benefits) of the Executive for
retiree benefits pursuant to such plans, practices, programs and policies, the
Executive shall be considered to have remained employed until the end of the
Protection Period and to have retired on the last day of the Protection Period.

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         (b)  Death. If the Executive dies during the Employment Period, this
Agreement shall terminate without further obligation to the Executive or his
estate other than the obligation to pay any compensation or benefits that have
been earned but not paid on the Date of Termination, and any post-termination,
life insurance or death benefits that are provided under the Company's normal
benefit plans and policies; provided that the death benefits payable to the
Employee's beneficiaries or estate shall be at least equal to the most favorable
benefits provided by the Company to the estates and beneficiaries of peer
executives of the Company (taking into account differences in compensation)
under such plans, programs, practices and policies relating to death benefits,
if any, as in effect with respect to other peer executives and their
beneficiaries at any time during the 120-day period immediately preceding the
Change of Control Date.

         (c)  Disability. If the Executive's employment shall be terminated
during the Employment Period by reason of the Executive's Disability, this
Agreement shall terminate without further obligation to the Executive other than
the obligation to pay any compensation or benefits that have been earned but not
paid on the Date of Termination, and any post-termination benefits or disability
benefits that are provided under the Company's normal benefit plans and
policies; provided that the disability benefits payable to the Executive shall
be at least equal to the most favorable of those generally provided by the
Company to disabled executives and/or their families in accordance with such
plans, programs, practices and policies relating to disability, if any, as in
effect generally with respect to other peer executives and their families at any
time during the 120-day period immediately preceding the Change of Control Date.

         (d)  Cause; Other than for Good Reason. If the Executive's employment
shall be terminated for Cause during the Employment Period, or if the Executive
shall resign during the Employment Period other than for Good Reason this
Agreement shall terminate without further obligation to the Executive other than
the obligation to pay any compensation or benefits that have been earned but not
paid on the Date of Termination, and any post-termination benefits that are
provided under the Company's normal benefit plans and policies.

     7.  Non-exclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any plan, program,
policy or practice (other than any severance pay plan) provided by the Company
and for which the Executive may qualify, nor, subject to Section 11(f), shall
anything herein limit or otherwise affect such rights as the Executive may have
under any contract or agreement with the Company. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan,
policy, practice or program of or any contract or agreement with the Company at
or subsequent to the Date of Termination shall be payable in accordance with
such plan, policy, practice or program or contract or agreement except as
explicitly modified by this Agreement.

     8.  Full Settlement; Legal Fees. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or

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other claim, right or action which the Company may have against the Executive or
others. In no event shall the Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement and except as
specifically provided in Section 6(a)(iii), such amounts shall not be reduced
whether or not the Executive obtains other employment. The Company agrees to pay
as incurred, to the full extent permitted by law, all legal fees and expense
which the Executive may reasonably incur as a result of any contest by the
Company, the Executive or others of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of performance
thereof (whether such contest is between the Company and the Executive or
between either of them and any third party, and including as a result of any
contest by the Executive about the amount of any payment pursuant to this
Agreement), plus in each case interest on any delayed payment at the applicable
Federal rate provided for in Section 7872(f) (2) (A) of the Internal Revenue
Code of 1986, as amended (the "Code"); provided, however, that if the contest is
between the Executive and the Company, the Company shall be obligated to pay the
Executive's legal fees and expenses if the Executive prevails to any extent in
such contest.

     9.  Confidential Information. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company, and their respective businesses,
which shall have been obtained by the Executive during the Executive's
employment by the Company and which shall not be or become public knowledge
(other than by acts by the Executive or representatives of the Executive in
violation of this Agreement). After termination of the Executive's employment
with the Company, the Executive shall not, without the prior written consent of
the Company or as may otherwise be required by law or legal process, communicate
or divulge any such information, knowledge or data to anyone other than the
Company and those designated by it. In no event shall an asserted violation of
the provisions of this Section 9 constitute a basis for deferring or withholding
any amounts otherwise payable to the Executive under this Agreement.

     10. Successors. (a) This Agreement is personal to the Executive and without
the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives.

         (b)  This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

         (c)  The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

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     11. Miscellaneous. (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

         (b)  All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

         If to the Executive:     Kenneth E. Sparks
                                  149 Bath Creek Drive
                                  Mooresville, NC 28117

         If to the Company:       Kewaunee Scientific Corporation
                                  2700 West Front Street
                                  Statesville, NC 28677
                                  Attention: Chief Executive Officer

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.

         (c)  The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

         (d)  The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

         (e)  The Executive's or the Company's failure to insist upon strict
compliance with any provision hereof or any other provision of this Agreement or
the failure to assert any right the Executive or the Company may have hereunder,
including, without limitation, the right of the Executive to terminate
employment for Good Reason pursuant to Section 5(c) (i)-(v) of this Agreement,
shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement.

         (f)  The Executive and the Company acknowledge that, except as may
otherwise be provided under any other written agreement between the Executive
and the Company, the employment of the Executive by the Company is "at will"
and, prior to the Change of Control Date, the Executive's employment may be
terminated by either the Executive or the Company at any time prior to the
Change of Control Date, in which case the Executive shall have no further rights
under this Agreement. From and after the Change of Control Date this Agreement
shall supersede any other agreement between the parties with respect to the
subject matter hereof.

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     IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused this Agreement to be executed in its name on its behalf, all as of the
day and year first above written.



                                           By:     /s/  Kenneth E. Sparks
                                              ----------------------------------
                                                      Kenneth E. Sparks


                                           KEWAUNEE SCIENTIFIC CORPORATION


                                           By:     /s/ William A. Shumaker
                                              ----------------------------------
                                                       President/CEO

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