EMPLOYMENT AGREEMENT
                                     BETWEEN
                       NEW BRUNSWICK SCIENTIFIC CO., INC.
                                       AND
                                 DAVID FREEDMAN


                                 JANUARY 1, 2002

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                       EMPLOYMENT AND CONSULTING AGREEMENT
                       -----------------------------------

     AGREEMENT,  made  as  of  the 1st day of January 2002 between NEW BRUNSWICK
SCIENTIFIC,  CO.,  INC.,  a  New Jersey corporation, with its principal place of
business  located  at  44  Talmadge  Road,  P.O.  Box  4005, Edison, New Jersey,
08818-4005  (referred to in this Agreement as the "Company") and DAVID FREEDMAN,
residing  in  Highland  Park,  New  Jersey  (referred  to  in  this Agreement as
"Freedman").

     W  I  T  N  E  S  S  E  T  H  :
     ----------------------------

     WHEREAS,  the  Company  currently  employs  Freedman  under  an  Employment
Agreement  dated  January  1,  1999  which  expired  December  31,  2001  and

     WHEREAS,  the Company desires to continue to retain Freedman's ser-vices as
an  officer  of  the  Company  upon  the  terms and conditions set forth in this
Agreement,  and  Freedman  desires  to  continue  such  employment,  and

     NOW,  THEREFORE,  in  consideration  of  the  promises and mutual covenants
herein  contained,  the  parties  agree  as  follows:


     ARTICLE  1
     EMPLOYMENT
     ----------

     1.1     EMPLOYMENT.            EMPLOYMENT.  The  Company  hereby  employs
             ----------             ----------
Freedman  and Freedman hereby accepts such employment.  Freedman will devote his
best  efforts  and  substantially  all  his full business time and atten-tion to
performing  such  duties.

     1.2     PERFORMANCE OF SERVICES          PERFORMANCE OF SERVICES.  Freedman
             -----------------------          -----------------------
shall  ob-serve  and  comply with such rules, regulations and policies as may be
determined  from  time  to  time  by  the Board of Directors of the Company (the
"Board")  in  writing,  within  the  scope  of  his  duties.


                                    ARTICLE 2
                                  COMPENSATION
                                  ------------

     2.1     SALARY.  For  his  services  under  this  Agreement, Freedman shall
             ------
receive  a  salary,  payable in such regular intervals as shall be determined by
the  Company,  which shall be at the rate of Two Hundred and Sixty-Four Thousand
Six  Hundred  Dollars  ($264,600.00).

     2.2     SALARY  INCREASES.  The  rate of salary provided for in Section 2.1
             -----------------
shall be reviewed by the Board not less often than annually and may be increased
from  time  to  time  and  in  such  amount as the Board, in its discretion, may
determine,  on the basis of the same criteria used for other executive employees
of  the  Company.

     2.3     BONUS.  Freedman shall be entitled to participate in bonus programs
or  arrangements  generally  available  for  executive employees of the Company.
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     2.4     WITHHOLDING.  All  payments  of  salary,  bonuses  and  other
             -----------
compensation  for  services  pursuant  to this Agreement shall be subject to the
customary  withhold-ing  of  taxes  as  required  by  law.


                                    ARTICLE 3
                             FRINGE BENEFITSBENEFITS
                             -----------------------

     3.1     PARTICIPATION  IN  PLANS.     (aFreedman  shall be en-titled to all
             ------------------------
additional  fringe  benefits,  including,  but  not  limited to, health and life
insurance programs which may be generally available to other executive employees
of  the  Compan-y,  subject  to  Section  3.1(c).

     (b)     Following  termination  of Freedman's services to the Company as an
employee,  for  any  reason other than a termination pursuant to Section 4.3(b),
the  Company  shall  pay all premiums necessary to continue the medical and life
insurance  coverage previously provided to Freedman and his spouse under Section
3.1(a),  or  other  comparable  coverage,  until  the  death of Freedman and his
spouse.  However, following his period of service as an employee of the Company,
in  place  of  the  health  insurance  plan  generally  available  for executive
employees  of the Company, the Company shall thereafter provide for Freedman and
for  his  spouse  a  policy  of  medical  insurance  that  offers  coverage as a
supplement  to Medicare benefits.  The basic terms of such policy shall provide,
in  conjunction  with  Medicare,  benefits  that  are comparable to the coverage
previously  provided  to  Freedman  as  an  executive  employee  of the Company.

     (c)     All  matters of eligibility for coverage of benefits under any plan
or  plans  of  health,  hospitalization, life or other insurance provided by the
Company  shall be determined in accor-dance with the provisions of the insurance
policies.  The  Company  shall  not  be  liable  to  Freedman,  or his spouse or
beneficia-ries  or  other  succes-sors,  for any amount payable or claimed to be
payable under any plan of insurance.  So long as Freedman beneficially holds 10%
or  more  of  the  Common  stock  of  the  Company,  he shall not be eligible to
participate  in  any  plan  of  the  Company  involving  the Common stock or any
derivative  security  of  the  Company  (although  otherwise eligible) where his
participation  in  that  plan  would  prevent  the  Common  stock  or derivative
securities  issued  under  that plan from qualifying for exemption under Section
16(b)  of  the  Securities  Exchange  Act  of  1934,  as  amended.

     3.2     HOLIDAYS  AND  SICK LEAVE.  Freedman shall be entitled to such paid
             -------------------------
holidays  and sick leave, and other benef-it programs, as and to the extent that
the  Company  generally  provides  the same from time to time to other executive
employe-es.

     3.3     VACATION  AND  PROFESSIONAL  LEAVE  Freedman  shall  be entitled to
             ----------------------------------
vacation and addition-al leave to attend conven-tions and professional meet-ings
each  year  during  this Agreement as permitted under the employment policies of
the  Company  in  effect  at  such  time.

     3.4     BUSINESS  EXPENSES3.4          BUSINESS  EXPENSES.  The  parties
             ---------------------          ------------------
acknowledge that Freedman shall incur, from time to time, for the benefit of the
Company and in furtherance of the Company's business, various business expenses.
The Company agrees that it shall either pay such expenses directly, advance sums
to  Freedman to be used for payment of such expen-ses, or reimburse Freedman for
such  expenses  incurred  by him.  Freedman agrees to submit to the Company such
documen-tation  as may be reasonably necessary to substantiate that all expenses
paid  or  reimbursed hereunder were reasonably related to the performance of his
duties.
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     3.5          COMPANY  CAR3.5          COMPANY  CAR.  The Company recognizes
                  ---------------          ------------
that  Freedman  -requires  the  use  of  an automobile in the performance of his
duties  and  therefore  agrees to furnish an automobile to Freedman for his sole
use.  Title  to such automobile shall at all times remain with the Company.  The
automobile  will  be  replaced upon request by Freedman, but not more frequently
than  every  three  (3)  years.  The  Company shall pay for the fuel, insurance,
maintenance,  and  repair costs associated with said automobile, except the cost
of  fuel  consumed in driving the automobile for personal use.  Upon termination
of  this  Agreement  for  any  reason,  the  automobile shall be returned to the
Company  unless  Freedman-  elects,  within  thirty  (30)  days  after  such
termina-tion,  to  purchase  the  automobile  from  the  Company.  Any  purchase
pur-suant to the preceding sentence shall be at book value unless a lesser price
is  mutually  agreed  to and shall be completed within sixty (60) days after the
termination  of  this  Agreement.

     3.6     SPLIT-DOLLAR  INSURANCE  COVERAGE.  The  Company  and  Freedman are
             ---------------------------------
currently  parties to a split-dollar life insurance agreement, providing for the
division  of  rights  and  obligations  in  connection with a One Million Dollar
($1,000,000.00)  life  insurance  policy  on  Freedman's life.   The Company and
Freedman  hereby  ratify  that  agreement  and  further  provide that, following
termination  of this Agreement and for remainder of Freedman's life, the Company
will  continue  to contribute the sum of Forty Thousand Dollars ($40,000.00) (or
the  actual  amount  of  the  premiums,  whichever  is less) towards each annual
premium  due under such policy, or replacement policy obtained by Freedman.  The
Company,  following  the  termination of this Agreement, will permit Freedman to
borrow against the cash surrender value of the policy, in order to pay his share
of  the  premiums.  The Company's contribution following the termination of this
Agreement  shall  be  taken  into account in determining the amount to which the
Company  is  entitled to receive from the policy proceeds upon Freedman's death.
Except, as specifically set forth in this Section 3.6, all matters regarding the
insurance  policy  shall  be  governed  by  the  terms  of the split-dollar life
insurance  agreement  pertaining  to  the  policy.


                                    ARTICLE 4
                       TERM AND TERMINATION OF EMPLOYMENT
                       ----------------------------------

     4.1     EMPLOYMENT  TERM4.1          EMPLOYMENT  TERM.  The employment term
             -------------------          ----------------
of  this  Agreement  shall be three (3) years commencing on January 1, 2002 (the
"Employment  term"), unless terminated prior to such date in accordance with the
terms  of  this  Agreement.

     4.2     TERMINATION.  This  Agreement  shall  terminate  prior  to  the
             -----------
expira-tion  of  its  term  upon  occurrence of any one or more of the following
events:

     (A)     MUTUAL AGREEMENT.  The parties may mutually agree to terminate this
             -----------------
Agreement  at  any  time.

     (B)     TERMINATION  FOR  CAUSE.  The  Company may terminate this Agreement
             ------------------------
for  cause  at  any  time.  "Cause"  shall  include,  but  not be limited to the
following:  any  material  violation of the terms of this Agreement by Freedman;
conviction  of  Freedman of any crime (or found criminally liable for any fraud)
against  the  Company  or its property or any crime involving moral turpitude or
reaso-nab-ly  likely  to  bring  discredit upon the Company; material failure to
perform  or meet reasonable standards of perfor-mance es-tablished in writing by
the  Board  of Directors of the Company with respect to Freedman's position; and
any  material  violation of reasonable operat-ing policy formally adopted by the
Company  from  time to time.  The determination of whether Cause exists shall be
made  in  good  faith  by  a  majority  vote  of  the  entire  Board.
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     (C)     DEATH OF FREEDMAN.  This Agreement shall immediately terminate upon
             ------------------
the  death  of  Freedman.

     (D)     DISABILITY  OF  FREEDMAN.  In  the  event  that  Freedman-  becomes
             -------------------------
"disabled",  as  defined  below,  the Company shall have the option to terminate
this  Agreement  by  giving  30-days'  advance  written notice to Freedman.  For
purposes of this Agree-ment, the term "disabled" or "di-sability" shall mean the
inability of Freedman to perform his regular duties for the Company for a period
of  six  (6)  consecutive  months,  as  reasonably  determined  by the Board, in
accordance  with  uniform  rules  consis-tently  applied  to  all  employees and
supported by the written opinion of at least one (1) physician.  For purposes of
this Agreement, Freedman shall first be deemed dis-abled on the date that is six
(6)  months  after  the  initial  onset  of  his  condition, as described above.

     4.3     TERMINATION  BENEFITS.  Following  termination of this Agreement or
             ----------------------
any  extension  thereof  or  upon  Freedman's  retirement  from the Company, the
Company  shall  make the following payments to Freedman, as applicable, subject,
however,  to  Sections  2.4 and 4.5, and without limitation on Freedman's rights
and  obligations,  if  any,  arising  other  than  under  this  Agreement:

     (A)     ACCRUED  COMPENSATION.  Regardless of the reason for termination of
             ---------------------
this  Agreement,  the  Company  shall  pay,  within  a reasonable period of time
following  such  termination,  all  compensation payments (including accrued and
unused  vaca-tion  compensation)  and  reimbursement for expenses as may be due,
accrued  or payable as of the date of such termination. Following termination of
this  Agreement,  Freedman, or his successors, as the case may be, shall also be
entitled  to  the fringe benefits as expressly provided in Article 3 with regard
to  the  period  after  termination  of  this  Agreement.

     (B)     DEATH  BENEFIT.  In  the event that this Agreement is terminated by
             --------------
reason  of Freedman's death, the Company shall pay to Freedman's beneficiary (as
desig-nated  in  writing  by  Freedman  and delivered to the Compan-y during the
lifetime  of Freedman), or if no such benef-iciary is so designated, then to the
personal  representative  of  Freedman's  estate,  a  death benefit equal to the
annual  compensation  (exclusive  of fringe benefits under Article 3) payable by
the  Company  to  Freedman  at the time of his death. The payment by the Company
shall  be  made  within forty-five (45) days of such termina-tion of employment.

(C)     DISABILITY  BENEFIT.  In  the event that this Agreement is terminated by
        -------------------
reason  of  Freedman's  disability,  the  Company  shall pay to Freedman (or his
personal  representative)  a disability benefit equal to the annual compensation
(exclusive  of  fringe  benefits  under  Article  3)  payable  by the Company to
Freedman  at  the  time of such disability.  The payment by the Company shall be
made  within  forty-five  (45)  days  of  such  termination  of  employment.

     4.4     RETIREMENT.  In  the  event  that  this  Agreement is terminated by
             -----------
reason  of  Freedman's retirement or upon Freedman's retirement upon termination
of  this Agreement or any extension thereof, the Company shall pay to Freedman a
retirement  benefit  equal  to  three (3) times the annual salary payable by the
Company  to  Freedman  at the time of such retirement, which shall be payable to
Freedman,  or  his personal representative, over 36 months in equal installments
(without  interest)  as  determined  by the Company (but no less frequently than
                                        4
<PAGE>

monthly),  commencing  on  the  first  day  of  the  month following the date of
retirement.  In  the  event  of  Freedman's  death after his retirement from the
Company,  the  Company  shall  continue  to  make the balance of the payments to
Freedman's  beneficiary  (as  designated in writing by Freedman and delivered to
the  Company  during  Freedman's  lifetime),  or  if  no  such beneficiary is so
designated,  then  to  Freedman's  personal  representative.

     4.5     LIMIT  ON  TERMINATION  PAYMENTS.  In  no  event  shall the amounts
             --------------------------------
payable  by the Company pursuant to Section 4.4 exceed the amounts that would be
deductible  by  the Company under the provisions of Section 280G of the Internal
Revenue Code of 1986, as amended.  The amount deductible by the Company shall be
determined  by  the  independ-ent  auditors  regularly  retained by the Company.

4.6.1     COMPETITION  AFTER RETIREMENT.  For one (1) year after the termination
-----     -----------------------------
of  this Agreement or upon his retirement, Freedman shall not advertise or offer
services  or  perform services or otherwise be engaged or interested in any way,
directly  or  indirectly, as proprietor, partner, officer, director, stockholder
(except  as  the  owner  of up to 1% of the voting securities of a publicly held
corporation),  consultant,  advisor, employee, principal, agent, representative,
or  in any other capacity, in any business or other activity which is in any way
competitive  with  the  business  and  activities  of  the Company or any of its
subsidiaries.

                                    ARTICLE 5
                                  MISCELLANEOUS
                                  -------------

     5.1     ASSIGNMENT  PROHIBITED.  This  Agreement  is  personal  to Freedman
             ----------------------
hereto  and  he  may  not  assign  or  delegate any of his rights or obligations
hereunder  without  first  obtaining  the  written  consent of the Company.  The
Company  may  not assign this Agreement without the written consent of Freedman,
except in connection with (i) a merger or consolidation of the Company (in which
case  the  merged  or  consolidated  entity  shall  remain  fully liable for its
obligations  as  the  Company  under this Agreement), or (ii) a transfer of this
Agree-ment  to  a  subsidiary  or  affiliate,  provided  that  the subsidiary or
                                               --------
af-filiate  continues the primary business of the Company, and further, provided
                                                               -------  --------
that, in the case of a transfer to a sub-sidiary or affiliate, the Company shall
remain  liable  for  its  obliga-tions  under  this  Agreement.

     5.2     AMENDMENTS.  No amendments or additions to this agre-ement shall be
             ----------
binding  unless  in  writing and signed by the party against whom enforcement of
such  amend-ment  or  addition  is  sought.

     5.3     PARAGRAPH  HEADINGS.  The paragraph headings used in this Agreement
             -------------------
are  included  solely  for  convenience  and  shall  not  affect  or  be used in
connection  with  the  interpretation  of  this  Agree-ment.

     5.4     LEGAL  EXPENSES OF ENFORCEMENT.  If either party commen-ces a legal
             ------------------------------
action  or  other proceeding for enforcement of this Agreement, or because of an
alleged  dispute, breach, default or misrepresentation in connection with any of
the  provisions  of  this  Agreement,  the prevailing party shall be entitled to
reasonable  attorneys'  fees  and  other  costs incurred in connection with that
action  or  proceeding,  in  addition  to  any  other  relief to which it may be
entitled.

     5.5     SEVERABILITY.  If  any  provision  of  this  Agreement  is declared
             ------------
invalid  by  any  tribunal,  then  such  provision shall be deemed automatically
modified  to  conform to the requirements for validity as declared at such time,
                                        5
<PAGE>

and  as  so  modified,  shall  be deemed a provision of this Agreement as though
origin-ally included herein.  In the event that the provision invalid-ated is of
such  a  nature  that  it  cannot  be so modified, the provision shall be deemed
deleted  from  this  Agreement  as  though the provision had never been included
herein.  In either case, the remaining provisions of this Agreement shall remain
in  effect.

     5.6     ARBITRATION.  Any  controversy,  claim or dispute arising out of or
             -----------
relating  to  this  Agreement  or  its construc-tion and interpretation shall be
settled  by arbitration in accordance with the rules of the American Arbitration
Associa-tion,  and  judgment  upon the award rendered in such arbitration may be
entered  in  any  court  having  jurisdic-tion  thereof.  In  addition,  any
controversy, claim or dispute concerning the scope of this arbitration clause or
whether a particular dis-pute falls within this arbitration clause shall also be
settled by arbitration in accordance with the rules of the American Arbitra-tion
Association.

     5.7     CHOICE  OF  LAW.  This Agreement shall be governed by and construed
             ---------------
in  accordance  with  the  laws  of  the  State  of  New  Jersey.

     5.8     OTHER  AGREEMENTS.  This Agreement is not intended to and shall not
             -----------------
affect  the  rights  and  obligations of the Company or Freedman under any other
agreement  between  them, pertaining to stock option rights, severance benefits,
or  otherwise.

     5.9     NOTICES.  All  notices  required or permitted hereunder shall be in
             -------
writing  and  shall  be  delivered  in person or sent by certified or registered
mail,  return  receipt  re-quested, postage prepaid to each party at the address
first  written  above  or  at  such  other  address  as  provided  in  writing.

     5.10     BINDING  EFFECT.  This  Agreement shall be binding upon, and inure
              ---------------
to  the  benefit  of,  the  parties,  their  heirs,  successors  and  assigns.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first  above  written.

ATTEST:     NEW  BRUNSWICK  SCIENTIFIC  CO.,  INC.

[Corporate  Seal]

                                            By:_____________________
                                                James  T.  Orcutt

_______________________
Secretary


_______________________                       ______________________
Witness                                        David  Freedman

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