RETIREMENT AGREEMENT

EXHIBIT 10.1

                              RETIREMENT AGREEMENT
                              --------------------

     THIS  AGREEMENT, by and between DAVID FREEDMAN, having a home address of 40
North  Seventh Avenue, Highland Park, New Jersey 08904 ("Mr. Freedman"), and NEW
BRUNSWICK  SCIENTIFIC CO., INC., having a principal office address located at 44
Talmadge  Road,  P.O.  Box  4005,  Edison, New Jersey 08818-4005 ("New Brunswick
Scientific"  or  the  "Company").

     WHEREAS,  Mr. Freedman is a founder, an executive employee and currently is
a  director  and  Chairman  of the Board of Directors, Chairman of the Executive
Committee,  and  Chairman  of  the  Innovation  and  Technology  Committee;
WHEREAS,  in furtherance of his stated intentions, Mr. Freedman agrees to retire
from  the  employ  of New Brunswick Scientific effective December 31, 2006; (the
"Retirement  Date");

WHEREAS,  New  Brunswick Scientific desires to provide Mr. Freedman with certain
benefits  in  excess of those which Mr. Freedman would be entitled to receive in
the  absence  of  an  agreement  between  the  parties  in  recognition  of  his
half-century of contributions to the Company, including identifying the need for
scientific  equipment  for the use in researching, manufacturing and replicating
microbiological  organisms  and  his  unstinting  dedication  to  the design and
improvement  of  such  equipment;

WHEREAS,  Mr.  Freedman  and New Brunswick Scientific hereby mutually agree that
any  and  all  issues  concerning  Mr.  Freedman's employment with New Brunswick
Scientific,  and  its  termination  due  to  Mr. Freedman's retirement, shall be
addressed  in  accordance  with  the  terms  of  this  Retirement  Agreement
("Agreement");

WHEREAS,  Mr.  Freedman has been afforded a reasonable opportunity to review and
consider  this  Agreement  as  more  specifically  set  forth  below;  and

WHEREAS,  Mr. Freedman has been advised of his right to consult with independent
legal  counsel  of  his  choice  regarding  the  execution  of  this  Agreement.

NOW,  THEREFORE,  Mr.  Freedman  and  New Brunswick Scientific, for the good and
sufficient  consideration  set  forth  below,  hereby  agree  as  follows:

1.     In  recognition  of  his founding of the Company, including his vision of
the  need  for  advanced scientific equipment for the pharmaceutical and biotech

industries,  and of his years of service on behalf of the Company, New Brunswick
Scientific  shall  pay  to  Mr.  Freedman a bonus ("Recognition Bonus") of Three
Hundred  and  Ninety Six Thousand Dollars ($396,000.00).  This Recognition Bonus
shall  be  paid to Mr. Freedman less all applicable federal, state and local tax
and  other  proper  withholdings,  and  shall be paid to Mr. Freedman as soon as
administratively practicable following Mr. Freedman's Retirement Date; provided,
however that Mr. Freedman's  Recognition Bonus shall in no event be paid later
than  March  31,  2007.

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2.     Mr. Freedman shall remain eligible to receive a performance-based bonus
for 2006 calendar year, subject to his attainment of the financial goals and
other parameters for the payment of same as in effect under the applicable bonus
program immediately prior to Mr. Freedman's Retirement Date.  In the event that
a performance-based bonus for the 2006 calendar year is attained by Mr.
Freedman, such bonus shall be paid to him in accordance with the applicable
terms of said bonus program.  This performance-based bonus is in addition to the
Recognition Bonus provided for in Section "1" above.

     Further  upon retirement, Mr. Freedman shall be entitled to receive $35,562
as  payment  for  accrued  vacation days not used by him prior to his Retirement
Date.  In  addition,  the  split  dollar  life  insurance  arrangement which was
previously  implemented  for  the benefit of Mr. Freedman shall remain in effect
through Mr. Freedman's Retirement Date and thereafter, subject to the provisions
of  the  split  dollar  life  insurance  agreement.

3.     To  assist  in  the  transition  of  the  management  of  New  Brunswick
Scientific,  the  Company agrees to offer Mr. Freedman a consulting arrangement,
whereby Mr. Freedman will be retained by New Brunswick Scientific to provide the
Company   with   certain   consulting   services  for a specified period of time
following  his  Retirement  Date.  The  terms  and conditions of such consulting
arrangement shall be the subject of a mutually agreeable consulting agreement by
and  between  Mr.  Freedman  and  New  Brunswick  Scientific.

4.     Mr. Freedman, in addition to having held the position of Chief Executive
Officer of New Brunswick Scientific through his Retirement Date, has served and
continues to serve as Chairman of the Board of Directors, having previously been
elected by the Company's shareholders to a three (3) year term ending at the
Annual Meeting of the Company in 2008.  In order to provide the Company with Mr.
Freedman's guidance and insight, New Brunswick Scientific desires and Mr.
Freedman has agreed that he shall currently continue to serve as Chairman of the
Board of Directors.  In addition, the Company has requested and Mr. Freedman has
agreed to currently continue to serve as the Chairman of the Company's

Innovation and Technology Committee.  Mr. Freedman will receive fees for his
services as set by the Board of Directors for service in those positions,
currently $40,000.00 annually for non-executive Chairman and $7,500.00 annually
for Chairman of the Innovative and Technology Committee.

5.     Mr. Freedman shall, on or prior to his Retirement Date, have the right,
but not the obligation, to purchase for net book value the automobile that had
been provided to Mr. Freedman as Chief Executive Officer.  If Mr. Freedman
elects to purchase this automobile, it shall be purchased as is, where is and
without any express or implied warranty of fitness, merchantability or otherwise
concerning its condition.  Mr. Freedman acknowledges and agrees that the
difference between the purchase price of the automobile and its fair market
value, if any, shall be reported as ordinary taxable compensation income to him
for the calendar year in which the sale of the automobile to Mr. Freedman
occurs.

6.     Mr. Freedman understands and agrees that the benefits specified in
Sections "1", "3", "4" and "5" above are being offered to him in recognition of
his commitment to the Company during

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his  many  years of service, and that his receipt of those benefits is dependent
upon  his  execution of this Agreement.  The benefits payable under the terms of
this  Agreement  represent all monies and other benefits payable to Mr. Freedman
as  a result of his retirement from the employ of New Brunswick Scientific, with
the  exception  of:  (i)  any  benefits  payable  to  him  (or  his  designated
beneficiary)  under  the terms of any tax-qualified retirement plan sponsored by
the  Company;  and (ii) any amounts payable by New Brunswick Scientific to or on
behalf of Mr. Freedman as a result of its indemnification of him from any claims
associated  with  his  employment  with  the  Company  or  service as a director
thereof.

7.     In  exchange  for  the  benefits to be provided pursuant to Sections "1",
"3", "4" and "5" above, Mr. Freedman, of his own free will, voluntarily releases
and  forever  discharges  New  Brunswick  Scientific,  its  subsidiaries,
divisions or affiliates, and/or any of its current and/or former officers, Board
members,  employees,  agents,  successors  and assigns, both individually and in
their official capacities with New Brunswick Scientific, of and from any and all
actions  or  causes  of  action,  suits, claims, charges, complaints, contracts,
demands  for  damages,  agreements  and  promises, whatsoever, in law or equity,
however  arising  and whether known or unknown, against New Brunswick Scientific
and/or  any  of  the  above  referenced  individual(s)  or  entities,  which Mr.
Freedman,  his heirs, executors, administrators, successors, and assigns may now
have  or hereafter can, shall or may have for, upon, or by reason of any matter,
cause  or  thing  whatsoever,  including, but not limited to any and all matters
arising  out  of  his employment with New Brunswick Scientific, the cessation of
said  employment,  and  including,  but  not  limited to, any claims for salary,
bonuses,  severance  or  separation  pay, expenses, vacation pay or any benefits
payable  under  any  retirement  plan  or  similar  arrangement sponsored by the
Company,  other  than  routine  claims for benefits payable under any retirement
plan subject to the provisions of the Employee Retirement Income Security Act of
1974,  as  amended; any claims of sexual harassment or discrimination based upon
race,  color,  national  origin, ancestry, religion, martial status, sex, sexual
orientation,  citizenship  status,  pregnancy,  medical condition or disability,
under  Title  VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991,
the  Americans  With Disabilities Act, the Family and Medical Leave Act of 1993,
the  Fair Labor Standards Act, Section 1981 of the Civil Rights Act or any other
federal,  state,  or  local  law  prohibiting  discrimination in employment; any
claims  of  age discrimination under the Age Discrimination in Employment Act of
1967,  or  under  any  other  federal,  state,  or  local  law  prohibiting  age
discrimination;  claims  of  breach  of  implied  or express contract, breach of
promise,  misrepresentation, negligence, fraud, estoppel, defamation, infliction
of  emotional  distress,  violation  of  public policy, wrongful or constructive
discharge,  or  any other employment-related tort; any claim for costs, fees, or
other  expenses,  including  attorneys'  fees;  and  all  claims under any other
federal,  state, or local law relating to employment.  This includes a waiver of
all claims that Mr. Freedman knows about, and any and all claims that he may not
know  about.

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8.     As a condition of this Agreement, Mr. Freedman agrees not to seek
reinstatement or reemployment with New Brunswick Scientific in his prior
capacity or otherwise; provided, however that nothing in this Agreement shall
preclude Mr. Freedman from serving as an independent consultant to the Company,
a member of its Board or any committee thereof.

     9.     As  soon  as  administratively  practicable  prior to his Retirement
Date,  Mr. Freedman agrees to return to New Brunswick Scientific all property of
the  Company  which  is  in  his  possession,  other  than  materials reasonably
necessary  for  him  to:  (i)  provide  consulting services under the consulting
agreement  referenced  in  Section  "3"  of this Agreement; or (ii) complete his
duties  as  Chairman of the Board of Directors and/or Chairman of the Innovation
and  Technology  Committee, as provided in Section "4" of this Agreement.  As of
the  date  that  Mr.  Freedman ceases to be a consultant of the Company, or hold
either  of  the  above referenced chair positions, he shall return all remaining
property  of  New  Brunswick  Scientific  to  the  Company.

     In  addition,  and  in  anticipation  of  his Retirement Date, Mr. Freedman
agrees  to  cooperate with the Company to take all reasonable steps necessary to
transfer  his  authority  to handle certain Company administrative and operative
matters  to  the  appropriate  successor  New  Brunswick  Scientific  personnel.

     10.     Except  as  required by law, Mr. Freedman agrees not to divulge any
trade  secrets  or  other  Confidential  Information  obtained by him during his
employment  with  New  Brunswick  Scientific  or  otherwise.  Such  Confidential
Information  includes,  but  is  not limited to: (1) client lists, accounts, and
agreements;  (2)  sales information and strategies; (3) financial information of
New  Brunswick  Scientific,  any  client  or  perspective client thereof, or any
related  entity;  (4)  confidential client information of any kind and form; (5)
business  development  plans,  information  and  strategies;  (6)  marketing
information,  strategies  and  plans;  (7)  pending  or  current projects and/or
proposals  of any kind; (8) proprietary processes and models, including, but not
limited  to,  financial  models  and  spreadsheets,  projection  processes  and
assumptions,  proprietary  software  and  other  computer  programs,  reporting
processes,  historical  proprietary  data,  calculations,  projections, or other
similar  materials;  and  (9)  technological  data  and  prototypes.  The  term
"Confidential  Information",  for  purposes  of this Agreement, does not include
information  that (i) is or becomes generally available to the public other than
by  disclosure  in violation of this Agreement, or (ii) becomes available to the
relevant party on a nonconfidential basis.Confidential Information shall include
the  above  referenced  information  whether  communicated  to Consultant either
orally,  visually,  in  writing,  or  through  electronic  transmission.

11.     This  Agreement  supersedes  any and all prior agreements concerning the
subject  matter hereof between New Brunswick Scientific and Mr. Freedman and may
not be modified, altered or changed except in writing, which shall be valid only
if  signed  by  both an authorized officer of New Brunswick Scientific or a
member  of  its  Board  and  by  Mr.  Freedman.

12.     Mr.  Freedman agrees not to make any disparaging statements, directly or
indirectly,  about  New  Brunswick  Scientific,  its  subsidiaries, divisions or
affiliates,  and/or  any  of  its current and/or former officers, board members,
employees,  agents,  successors  and  assigns,  either  individually or in their
official  capacities  with  New  Brunswick  Scientific.

13.     New Brunswick Scientific agrees not to make any disparaging statements
directly or indirectly about Mr. Freedman, either individually or in his
capacity as a former New Brunswick Scientific employee.

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14.     Mr. Freedman represents that he has not caused or permitted to be filed,
and  shall not cause or permit to be filed, any charge, complaint or action
before  any  federal,  state or local administrative agency or court against New
Brunswick  Scientific,  its  subsidiaries,  affiliates,  successors,  assigns,
officers,  directors,  employees or agents and that no such charge, complaint or
action  exists.

15.     Mr. Freedman represents and warrants that he has been advised by New
Brunswick Scientific of his right to consult with independent legal counsel
before signing this Agreement and that he has executed this Agreement after
having the opportunity to consider its terms for at least twenty-one (21) days.
Mr. Freedman further represents and warrants that he has read this Agreement
carefully, that he fully understands its terms, and that he is signing it
voluntarily and of his own free will.

16.     This Agreement shall not become effective until the twenty-first (21st)
day following the day on which Mr. Freedman signs it, and he may, at any time
prior to that effective date, revoke this Agreement by giving written notice of
such revocation to the Chief Executive Officer of the Company at New Brunswick
Scientific's principal offices at the address indicated above.

17.     The offer contained in this Agreement shall be withdrawn by its terms
without notice to Employee if it is not executed by same, signed by a witness to
his signature, and delivered to Thomas Bocchino at the principal office of New
Brunswick Scientific at the address listed above as of the date which is thirty
(30) days from the date on which it is initially delivered to Mr. Freedman.

     IN  WITNESS  WHEREOF,  the parties hereto voluntarily and knowingly execute
this  Retirement  Agreement  on  this  12  day  of  December,  2006.

ATTEST:                               NEW  BRUNSWICK SCIENTIFIC CO., INC.


  /s/  Ernest  Gross      12/12/06     By:  /s/  Peter  A.  Schkeeper
  ------------------      --------          -------------------------
                          Dated             Lead Independent Director


  /s/  Dr.  David  Pramer 11/29/06          /s/  David  Freedman
  ----------------------- --------     --------------------
  Witness                 Dated             DAVID  FREEDMAN

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