February  12,  2002

Mr.  James  Orcutt
52  South  Main  Street
Cranbury,  NJ  08512

Dear  Mr.  Orcutt:

     In  recognition  of  your services, New Brunswick Scientific Co., Inc. (the
"Company")  shall,  in  the  event  that  your  employment  with  the Company is
involuntarily  terminated  for  any  reason  after the occurrence of a Change in
Control  (as  defined below), pay to you an amount equal to 200% of your current
annual base salary at the time of such termination.  The payment will be made in
a  single  sum  within  30  days  of  your  termination  of  employment.

For  the  purposes of this agreement "Change of Control" generally is defined to
take  place  when  disclosure  of  such  a  change  would be required by rule(s)
promulgated  by  the  Securities  and  Exchange  Commission or when either (i) a
person  (other than a current officer or director nominated, selected or elected
by  the  board)  acquires beneficial ownership (as defined in SEC Rule 13d-3) of
25%  or  more  of  the combined voting power of the Company's voting securities,
(ii) less than a majority of the directors are persons who were either nominated
or  selected  by  the  current  board,  (iii)  a  merger tender offer or sale or
exchange  of  securities involving the Company occurs which results in ownership
of  more  than  50%  of  the  Company's  voting stock by a holder or holders not
currently  owning  more  than  10%  of  the  outstanding  shares of stock of the
Company,  or  (iv) a plan of liquidation or sale of substantially all the assets
of  the  Company  occurs.

Following  a  Change  in  Control,  in  addition  to  actual termination of your
employment  by  the  Company,  you will be considered to have been involuntarily
terminated if you resign after any of the following occurs: a material reduction
in  your  responsibilities  or  authority  which  is expected to last or in fact
continues for more than one month; a reassignment to another geographic location
more  than 50 miles from 44 Talmadge Road, Edison, New Jersey; a reduction of at
least  5%  in  your  compensation;  abusive or demeaning conduct toward you that
amounts  to  a  constructive  discharge under the common law of the State of New
Jersey; or failure by a successor employer following a sale, merger, exchange or
other  disposition  of the Company, or any subsidiary, facility, or operation at
which  you  are  employed  to  assume  the obligations of the Company under this
Agreement.

Nothing  contained herein shall be construed as conferring upon you the right to
continue  in the employ of the Company as an executive or in any other capacity.

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Any  severance pay benefits payable under this letter shall not be deemed salary
or  other compensation to you for the purpose of computing benefits to which you
may  be  entitled under any pension plan or other arrangement of the Company for
the  benefit  of  its  employees.

You  shall  be  responsible  for payment of any tax liability which results from
payment to you of any amount under this letter.  Any payment(s) shall be subject
to Federal, State and local withholding rules in effect at the time a payment is
made.

The  parties  hereto agree that this Agreement shall supercede any and all other
agreements  between  the  parties  relating  to  severance  pay.

          Sincerely,

     NEW  BRUNSWICK  SCIENTIFIC  CO.,  INC.




ATTEST:     David  Freedman
          Chief  Executive  Officer



Samuel  Eichenbaum
Assistant  Secretary




Acknowledged  and  Accepted  as  of  the

 Day  of


                James  T.  Orcutt

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