FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

5
#2102994  (116721.034)
#2102994  (116721.034)
                 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
          This  Fifth  Amendment  to  Loan and Security Agreement made as of the
15th  day  of  March,  2002  (this  "Amendment")  by  and  between NEW BRUNSWICK
SCIENTIFIC CO., INC. (the "Borrower"), a corporation organized under the laws of
the  State  of  New  Jersey,  having an address at 44 Talmadge Road, Edison, New
Jersey 08818-4005 and FIRST UNION NATIONAL BANK (the "Bank"), a national banking
association  formed  under  the  laws of the United States of America, having an
office  at  370  Scotch  Road,  West  Trenton,  New  Jersey  08628.
                              W I T N E S S E T H:
                              -------------------

          WHEREAS,  the Bank and the Borrower previously entered into commercial
lending  arrangements  in  accordance with the terms and conditions of a certain
Loan  and  Security  Agreement  dated  April 1, 1999, as amended by that certain
First  Amendment  to  Loan  and Security Agreement dated as of November 22, 1999
between the same parties, as further amended by that certain Second Amendment to
Loan  and Security Agreement dated as of June 30, 2000 between the same parties,
as  further  amended  by  that  certain  Third  Amendment  to  Loan and Security
Agreement  dated  as  of  May  11,  2001 between the same parties and as further
amended by that certain Fourth Amendment to Loan and Security Agreement dated as
of  November  13,  2001  between  the  same  parties(the  "Agreement");  and
          WHEREAS, the Borrower and the Bank have agreed to, among other things,
(i) extend the Termination Date, (ii) decrease the amount available with respect
                                        1


to  Incremental  Term  Loans from $15,000,000 to $12,500,000, (iii) increase the
amount  available  with  respect  Equipment  Loan  Advances  from  $1,000,000 to
$2,000,000,  and  (iv)  amend  certain  financial covenants in the Agreement, in
accordance  with  the  terms  and  conditions  hereinafter  described.
          NOW,  THEREFORE,  for  and  in  consideration  of mutual covenants and
agreements  herein contained, and other good and valuable consideration, receipt
of  which  is  hereby  acknowledged,  it  is  agreed  as  follows:
1.     The  following  definitions  contained in Subsection 1.1 of the Agreement
are  hereby  amended  in  their  entirety  to  read  as  follows
"Applicable  Margin":  Shall  mean  as  follows:






                                                                
  WITH RESPECT TO EURODOLLAR LOANS  WITH RESPECT TO PRIME RATE LOANS
----------------------------------  --------------------------------
REVOLVING LOAN                      An additional 125 basis points    a reduction of 1.25%.
----------------------------------  --------------------------------  ----------------------
INCREMENTAL TERM LOANS              An additional 125 basis points    a reduction of 1.25%.
                                    --------------------------------  ----------------------
EQUIPMENT LOAN                      An additional 125 basis points    a reduction of 1.25%
----------------------------------  --------------------------------  ----------------------



"Collateral":  All  -
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     (i)     inventory  (as  defined  in  the  UCC) of the Borrower, wheresoever
located, whether now owned or hereafter acquired, including, without limitation,
raw materials, work in process, finished goods and materials used or consumed in
business  and other goods held for sale or lease or furnished or to be furnished
under  contracts  of  service  (the  "Inventory");
(ii)     accounts  (as defined in the UCC) of the Borrower, whether now existing
or hereafter arising, including, without limitation, all accounts receivable and
contract  rights  and  any  rights  to  payment  for goods sold or leased or for
services  rendered  which  are  not evidenced by an instrument or chattel paper,
whether  or  not  such rights have been earned by performance, (the "Accounts");
(iii)     equipment  (as  defined  in  the  UCC)  of  the  Borrower, wheresoever
located, whether now owned or hereafter acquired, including, without limitation,
                                        2


machinery,  motor  vehicles,  trailers,  tools,  trade,  sales  and  production
equipment,  furniture,  furnishings,  fixtures  and all other goods in which the
Borrower  has  rights  which  do  not  constitute  inventory;
(iv)     instruments  (as  defined  in  the UCC) (including, without limitation,
negotiable  instruments  and  non-negotiable  instruments),  chattel  paper  (as
defined in the UCC), letters of credit (as defined in the UCC), letter of credit
rights  (as  defined  in the UCC), deposit accounts (as defined in the UCC), and
documents  of  title  (as  defined  in the UCC), all of the Borrower (including,
without  limitation, bills of lading, dock warrants, dock receipts and warehouse
receipts);
(v)     general  intangibles  (as  defined  in  the  UCC)  (including,  without
limitation,  payment  intangibles,  income  tax  refunds,  copyrights, licenses,
rights,  patents,  patent  rights,  franchise  rights,  distributorship  rights,
trademarks,  trademark  rights,  formulae,  customer  lists and goodwill) of the
Borrower,  whether  now  owned  or  existing  or  hereafter arising or acquired;
(vi)     investment  property  (as  defined  in  the  UCC)  of  the  Borrower;
(vii)     interests  of  the Borrower in Inventory, wheresoever located, whether
now  owned or existing or hereafter arising or acquired, as to which an Account,
chattel  paper,  instrument  or  general  intangible  has  arisen;  and
(viii)     as  to  all  of  the  foregoing  (i)  through  (vii)  inclusive, cash
proceeds,  non-cash  proceeds  and  products  thereof,  payments under insurance
(whether  or  not  the  Bank  is  the loss payee thereof or additional insured),
additions  and accessions thereto, replacements and substitutions therefor, rent
proceeds  arising  out  of  rental  or  lease  agreements and all related books,
records,  journals,  computer  print-outs  and  data,  of  the  Borrower.
"Termination  Date":  May  31,  2005 or such other date as the Bank may agree in
 -----------------
writing to extend the Termination Date to, without there being any obligation on
 -
the  part  of  the  Bank  to  extend  the  Termination  Date.
2.     The  following  definitions  are  hereby  added  to Subsection 1.1 of the
Agreement  to  read  as  follows:
"Fifth  Amendment":  That certain Fifth Amendment to Loan and Security Agreement
 ----------------
                                        3


dated  as  March  15,  2002  by  and  between  the  Borrower  and  the  Bank.
"UCC":  Uniform  Commercial  Code in force and effect in the State of New Jersey
 ---
from  time  to  time.
3.     Subsection  1.3  of  the  Agreement is hereby amended to read as follows:
Other  Terms.  Terms  such  as  "accounts",  "accounts  receivable",  "contract
------------
rights",  "letters of credit", "letter of credit rights," "payment intangibles,"
-------
"deposit  accounts,"  "investment  property",  "advices",  "confirmations",
"equipment",  "instruments",  "chattel  paper",  "documents  of title", "goods",
"general  intangibles", "account debtors", "proceeds", "products", and the like,
shall,  unless  otherwise  specifically  defined  herein,  have  the  meanings
applicable  to  them for the purposes of Article 9 (Secured Transactions) of the
UCC.
4.     Subsection  3.1(a) of the Agreement is hereby amended to read as follows:
(a)  General  Terms.  The  Bank  agrees  to lend to the Borrower individual term
     --------------
loans  in increments of $250,000.00 or more (collectively, the "Incremental Term
Loans")  up  to the aggregate principal sum of $7,692,500, pursuant to the terms
hereof.  If  the Borrower shall request Incremental Term Loans which, when added
together  with  all  other Incremental Term Loans, would result in the aggregate
principal  balance  of  all  Incremental  Term  Loans exceeding $7,692,500, such
requested  Incremental  Term  Loans  (collectively, the "Excess Incremental Term
Loans")  shall  only  be made  by the Bank if the Bank, in its sole and absolute
discretion,  determines  to  honor  such requests, and if the Bank so desires to
honor  such  requests, upon the terms and conditions imposed by the Bank, and in
no  event  shall  the  aggregate  principal amount of all Incremental Term Loans
exceed TWELVE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($12,500,000.00).
The  Borrower's right to request the issuance of Incremental Term Loans from the
Bank  shall  terminate  on  the  Termination  Date  and  the  Bank shall have no
obligation  to  make any Incremental Term Loans after such date. The outstanding
principal  amount  of  all  previous  advanced Incremental Term Loans under this
Subsection  3.1(a), since April 1, 1999, shall be considered for the purposes of
determining  the  amount  available  under  this  Subsection  3.1(a)  hereof.
5.     Subsection  4.1(a) of the Agreement is hereby amended to read as follows:
(a)  General  Terms.  The  Bank  agrees  to lend, re-lend and make Advances (the
     --------------
                                        4


"Equipment  Loan  Advances")  to  the  Borrower  from  time  to  time  until the
Termination  Date,  amounts which shall not exceed in the aggregate, at any time
outstanding,  the  sum  of  TWO  MILLION AND 00/100 DOLLARS ($2,000,000.00) (the
"Equipment  Loan  Advance  Limit").
6.     Subsection  4.1(g) of the Agreement is hereby amended to read as follows:
(g)  Equipment  Line  of  Credit  Note.  Initially,  the principal amount of the
     ---------------------------------
Equipment  Loan  Advances  to  be  made  by the Bank shall all be evidenced by a
single  promissory  note  of the Borrower (the "Equipment Line of Credit Note"),
substantially  in  the form attached to the Fifth Amendment as Exhibit A, in the
                                                               ---------
principal  face  amount equal to the Equipment Loan Advance Limit.  On March 15,
2003,  March  15,  2004  and  May 31, 2005 ("Conversion Dates"), the outstanding
principal  amount  advanced  by  the  Bank  as Equipment Loan Advances since the
Closing Date or the last Conversion Date, as the case may be, shall be converted
to a term loan and evidenced by a separate promissory note of the Borrower (each
such  promissory  note, as it may be amended, restated, substituted or extended,
an  "Equipment  Term Note") in the principal face amount equal to such amount of
said  Equipment  Loan  Advances, substantially in the form attached to the Fifth
Amendment  as  Exhibit  B.  The  Equipment Term Notes shall be dated the date of
               ----------
said  Conversion  Date.
7.     Subsection  9.11  of  the Agreement is hereby amended to read as follows:
Change of Location or State of Incorporation.  The Borrower shall not (i) change
--------------------------------------------
its  state  of  incorporation or (ii) change the location of its chief executive
office  and  principal  place  of  business  or (iii) create any new place(s) of
business  or  locations  or  (iv)  eliminate  any  existing place of business or
location,  unless  the Borrower notifies the Bank in writing thirty (30) days in
advance  thereof  and  further  provided  that  no  change  in  its  State  of
                       -------  --------
incorporation, location or creation of a new location may be effected before all
filings  required to be made to preserve the first priority security interest of
the  Bank  in the Collateral shall have been made and the Borrower shall deliver
to  the Bank, with respect to all new locations, a new Landlord's/Warehouseman's
Agreement,  in  form and substance satisfactory to the Bank, with respect to the
new  location.
8.     Subsection 9.23(l) of the Agreement is hereby amended to read as follows:
(l)     Debt  ServiceCoverage  Ratio of Borrower and Subsidiaries.  Borrower and
        -------------        ------------------------------------
                                        5


its  Subsidiaries, on a consolidated basis, shall, at all times, maintain a Debt
Service  Coverage Ratio of not less than 1.30 to 1.00.  For the purposes of this
Subsection 9.23(l), "Debt Service Coverage Ratio" shall be computed on a rolling
four  quarter  basis  and  shall  mean  the  sum of net income (adjusted for any
noncash  losses,  to  the  extent of the Borrower's investment in DGI, resulting
from  equity  offerings  which  reduce the Borrower's ownership interest in DGI,
whereby said interest is reduced below 50% plus interest expense plus income tax
expense  minus income tax benefit plus depreciation and amortization plus rental
or lease (capital and operating) payments payable or guaranteed by the Borrower,
minus  dividends  paid  for  the  previous four consecutive quarters, divided by
interest  expense  for  the  previous four consecutive quarters plus the current
maturities  of  long  term  debt plus current maturities of capital leases, plus
rental  or  lease  (capital  or operating) payments payable or guaranteed by the
Borrower  for  the  previous  four  consecutive  quarter,  as  reflected  on the
Borrower's  current  financial  statements,  provided  that  excluded  from  the
foregoing  calculation  is payment of the outstanding principal of the Revolving
Loan  with  a  Termination  Date  of  May  31, 2005.  This ratio shall be tested
quarterly.
9.     Subsection 9.23(m) of the Agreement is hereby amended to read as follows:
(m)     Net  Worth of Borrower and Subsidiaries.  Borrower and its Subsidiaries,
        ---------------------------------------
on  a consolidated basis, shall maintain a Net Worth of at least (i) $29,000,000
as  of  the  end  of  each of the first three fiscal quarters of the Borrower of
2002,  (ii) $29,000,000 plus 65% of fiscal year end December 31, 2002 net income
(adjusted  for any non-cash losses to the extent of the Borrower's investment in
DGI  resulting  from  equity  offerings  which  reduced the Borrower's ownership
interest  in DGI, whereby said interest remains below 50%) tested as of December
31,  2002  (with  no  reduction  for  losses)  and  (iii)  for  each fiscal year
thereafter,  the  minimum  Net  Worth of the Borrower and its Subsidiaries, on a
consolidated  basis,  shall  increase by not less than 65% of net income for the
immediately  preceding  fiscal  year just ending (with no reduction for losses).
For  the  purposes  of this Subsection 9.23(m), "Net Worth" shall mean (i) total
assets,  plus  negative  or  minus  positive,  as  the  case  may  be, "currency
translation  adjustment"  as reflected on the Borrower's balance sheet as of the
end of the fiscal quarter being tested plus liabilities, if any, with respect to
annual  minimum pension liability as of the end of the period being tested minus
                                                                           -----
(ii)  Total  Liabilities  (as  defined  in  Subsection 9.23(n) hereof).  For the
purposes  of  this  calculation,  loans  (except  as  permitted  by  Subsection
9.23(h)(i)),  advances,  investments and contributions to persons other than the
Borrower,  shall  be  subtracted  from total assets.  This ratio shall be tested
quarterly.
                                        6


10.     Borrower  shall pay simultaneously herewith (i) a fee to the Bank in the
amount  of  $29,000  and  (ii)  all  reasonable expenses and expenditures of the
Bank,  including,  without  limitation,  reasonable attorneys' fees and expenses
incurred  or  paid  by  the Bank in connection with this Amendment and all other
documents  delivered  in  connection  herewith.
11.     This  Amendment  has  been  duly  executed  and delivered by the parties
hereto,  and  the Agreement, as amended hereby, and all other documents executed
in  connection  with  the  Agreement  and this Amendment, as amended, constitute
legal,  valid  and binding obligations of the parties thereto in accordance with
their  terms.
12.     The parties hereto confirm and agree that, except as modified or changed
     by virtue of this Amendment and the other documents delivered in connection
herewith,  the Agreement and the other documents executed in connection with the
Agreement  and this Amendment are and shall remain in full force and effect, and
that  the  parties  hereto  each  are  and  shall  be entitled to all rights and
interests  and  subject  to  all  liabilities  created thereunder and hereunder.
13.     All  capitalized  terms  contained in this Amendment shall have the same
meanings  ascribed  to  them  in  the  Agreement.
14.     This  Amendment  may  be  executed  in one or more counterparts, each of
which  shall  constitute  one  and  the  same  Amendment.
                                        7


     IN  WITNESS  WHEREOF,  the parties hereunto set their hands and cause these
presents  to  be  signed  by  the authorized officers on the date and year first
above  mentioned.

                              NEW  BRUNSWICK  SCIENTIFIC  CO.,  INC.


                              BY:____________________________________
                                   SAMUEL  EICHENBAUM,  Vice  President,
                                   Finance



                              FIRST  UNION  NATIONAL  BANK


                              BY:_____________________________________
                                   JOSEPH  LEBEL,  Senior  Vice  President

                                        8

                                     ------
                                    EXHIBIT A
                                    ---------


                               [GRAPHIC  OMITED]



                               LINE OF CREDIT NOTE


$2,000,000.00                                    As  of  March  15,  2002


New  Brunswick  Scientific  Co.,  Inc.
44  Talmadge  Road
Edison,  New  Jersey  08818-4005
("Borrower")

First  Union  National  Bank
370  Scotch  Road
West  Trenton,  New  Jersey  08628
("Bank")

Borrower  promises  to  pay  to the order of Bank, in lawful money of the United
States of America, in immediately available funds, at its office indicated above
or  wherever  else  Bank may specify, the sum of TWO MILLION AND 00/100  Dollars
($2,000,000.00) or such sum as may be advanced and outstanding from time to time
with  interest  on  the  unpaid  principal  balance at the rate and on the terms
provided  in  this  Note  (including  all  renewals, extensions or modifications
hereof,  this  "Note").

TERMS.  This  Note  is  the  "Equipment Line of Credit Note" referred to in that
certain  Loan and Security Agreement dated April 1, 1999 by and between the Bank
and the Borrower (as may be amended and/or restated from time to time, the "Loan
Agreement").  The terms and conditions of the Loan Agreement (including, but not
limited  to,  all  rights  of  acceleration)  are  hereby incorporated herein by
reference.  All  principal and accrued interest due hereunder which has not been
converted  to  an Equipment Term Note pursuant to the terms of Subsection 4.1(g)
of  the  Loan  Agreement shall be due and payable on the Termination Date.  This
Note amends, restates and is in substitution for that certain $1,000,000 Line of
Credit  Note  dated  April  1,  1999  from  the  Borrower  in favor of the Bank.

INTEREST  AND  FEE(S)  COMPUTATION. The unpaid principal balance of each Advance
shall bear interest from the date such Advance is made available to the Borrower
at the Interest Rate provided in the Loan Agreement.  Interest and fees, if any,
shall  be  computed on the basis of a 360-day year for the actual number of days
in the applicable period ("Actual/360 Computation").  The Actual/360 Computation
determines  the annual effective yield by taking the stated (nominal) rate for a
year's period and then dividing said rate by 360 to determine the daily periodic
rate  to  be  applied for each day in the applicable period.  Application of the
Actual/360  Computation  produces an annualized effective rate exceeding that of
the  nominal  rate.
                                        1


APPLICATION  OF  PAYMENTS.  Monies  received  by  the  Bank  from any source for
application  toward  payment  of  the  Obligations  shall  be applied to accrued
interest  and  then  to principal.  If an Event of Default occurs, monies may be
applied  to  the  Obligations  in  any manner or order deemed appropriate by the
Bank.

If  any  payment  received by the Bank under this Note or other Loan Document is
rescinded, avoided or for any reason returned by the Bank because of any adverse
claim  or  threatened  action,  the  returned payment shall remain payable as an
obligation  of  all  persons  liable  under this Note or other Loan Documents as
though  such  payment  had  not  been  made.

DEFINITIONS.  LOAN DOCUMENTS.  The term "Loan Documents" used in this Note shall
have  the  same  meaning  ascribed  to  said  term  as  in  the  Loan Agreement.
OBLIGATIONS.  The  term  "Obligations"  used  in this Note refers to any and all
indebtedness  and other obligations under this Note, all other obligations under
any  other  Loan  Documents,  and  all obligations under any swap agreements (as
defined  in  11  U.S.C.   101)  between Borrower and the Bank whenever executed.
CERTAIN  OTHER  TERMS.  All  capitalized  terms that are used, but not otherwise
defined  herein,  shall  have the same meanings ascribed to said terms as in the
Loan  Agreement.

LATE  CHARGE.  If  any  payments are not timely made, Borrower shall also pay to
the Bank a late charge equal to 5% of each payment past due for 10 or more days.

Acceptance  by  the Bank of any late payment without an accompanying late charge
shall  not be deemed a waiver of the Bank's right to collect such late charge or
to  collect  a  late  charge  for  any  subsequent  late  payment  received.

ATTORNEYS'  FEES  AND  OTHER  COLLECTION  COSTS.  Borrower  shall pay all of the
Bank's  reasonable  expenses  incurred  to  enforce  or  collect  any  of  the
Obligations, including, without limitation, reasonable arbitration, paralegals',
attorneys'  and  experts'  fees  and  expenses,  whether  incurred  without  the
commencement of a suit, in any trial, arbitration, or administrative proceeding,
or  in  any  appellate  or  bankruptcy  proceeding.

USURY.  If  at  any  time the effective interest rate under this Note would, but
for  this paragraph, exceed the maximum lawful rate, the effective interest rate
under this Note shall be the maximum lawful rate, and any amount received by the
Bank  in  excess of such rate shall be applied to principal and then to fees and
expenses,  or,  if  no  such  amounts  are  owing,  returned  to  Borrower.

LINE  OF CREDIT ADVANCES.  The Bank's obligation to make Advances is governed by
the  Loan  Agreement. As of the date of each proposed Advance, Borrower shall be
deemed  to represent that each representation made in the Loan Documents is true
as  of  such  date.

If  Borrower subscribes to the Bank's cash management services and such services
are  applicable  to this line of credit, the terms of such service shall control
                                        2


the  manner in which funds are transferred between the applicable demand deposit
account  and  the  line  of  credit  for  credit or debit to the line of credit.

WAIVERS  AND  AMENDMENTS.  No  waivers, amendments or modifications of this Note
and  other  Loan  Documents  shall  be  valid unless in writing and signed by an
officer  of  the  Bank.  No  waiver  by  the  Bank of any Default or an Event of
Default  shall  operate  as a waiver of any other Default or Event of Default or
the  same Default or Event of Default on a future occasion.  Neither the failure
nor  any delay on the part of the Bank in exercising any right, power, or remedy
under  this Note and other Loan Documents shall operate as a waiver thereof, nor
shall  a  single  or  partial  exercise  thereof  preclude  any other or further
exercise  thereof  or  the  exercise  of  any  other  right,  power  or  remedy.

Borrower  and  each  other  person,  if  any,  liable  under  this  Note  waives
presentment,  protest,  notice  of  dishonor,  demand  for  payment,  notice  of
intention  to accelerate maturity, notice of acceleration of maturity, notice of
sale  and  all other notices of any kind. Further, each agrees that the Bank may
extend,  modify  or  renew this Note or make a novation of the loan evidenced by
this Note for any period and grant any releases, compromises or indulgences with
respect  to  any  collateral securing this Note, or with respect to Borrower and
any  other  person,  if any, liable under this Note or other Loan Documents, all
without notice to or consent of Borrower or any other person, if any, who may be
liable  under  this  Note  or  other  Loan  Documents  and without affecting the
liability  of Borrower or any other person, if any, who may be liable under this
Note  or  other  Loan  Documents.

MISCELLANEOUS PROVISIONS.  ASSIGNMENT.  This Note and other Loan Documents shall
inure  to  the  benefit  of and be binding upon the parties and their respective
heirs,  legal  representatives, successors and assigns.  The Bank's interests in
and  rights  under  this Note and other Loan Documents are freely assignable, in
whole  or in part, by the Bank.  In addition, nothing in this Note or any of the
Loan  Documents  shall prohibit the Bank from pledging or assigning this Note or
any  of  the Loan Documents or any interest therein to any Federal Reserve Bank.
Borrower  shall  not  assign its rights and interest hereunder without the prior
written  consent  of  Bank,  and  any  attempt by Borrower to assign without the
Bank's prior written consent is null and void.  Any assignment shall not release
Borrower  from  the  Obligations.  APPLICABLE  LAW;  CONFLICT BETWEEN DOCUMENTS.
This  Note and other Loan Documents shall be governed by and construed under the
laws  of the State of New Jersey without regard to that state's conflict of laws
principles. If the terms of this Note should conflict with the terms of the Loan
Agreement the terms of the Loan Agreement shall control. JURISDICTION.  Borrower
irrevocably  agrees  to  non-exclusive  personal  jurisdiction  in  New  Jersey.
SEVERABILITY.  If  any  provision  of  this  Note or of the other Loan Documents
shall  be  prohibited  or  invalid under applicable law, such provision shall be
ineffective  but  only  to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Note  or  other  such  document.  PLURAL;  CAPTIONS.  All references in the Loan
Documents  to  Borrower, guarantor, person, document or other nouns of reference
mean  both  the  singular  and  plural  form,  as  the case may be, and the term
"person" shall mean any individual, person or entity.  The captions contained in
the  Loan  Documents  are inserted for convenience only and shall not affect the
meaning  or  interpretation  of  the  Loan  Documents.

ARBITRATION.  Upon  demand  of  any  party  hereto, whether made before or after
institution  of any judicial proceeding, any claim or controversy arising out of
or  relating to the Loan Documents between parties hereto (a "Dispute") shall be
                                        3


resolved  by  binding arbitration conducted under and governed by the Commercial
Financial  Disputes  Arbitration Rules (the "Arbitration Rules") of the American
Arbitration  Association  (the "AAA") and the Federal Arbitration Act.  Disputes
may  include,  without  limitation,  tort claims, counterclaims, a dispute as to
whether  a matter is subject to arbitration, claims brought as class actions, or
claims arising from documents executed in the future.  A judgment upon the award
may  be entered in any court having jurisdiction. Notwithstanding the foregoing,
this  arbitration  provision does not apply to disputes under or related to swap
agreements.  SPECIAL  RULES.  All arbitration hearings shall be conducted in the
state  named  in  the address of Bank first stated above.  A hearing shall begin
within  90 days of demand for arbitration and all hearings shall conclude within
120  days of demand for arbitration.  These time limitations may not be extended
unless a party shows cause for extension and then for no more than a total of 60
days.  The  expedited procedures set forth in Rule 51 et seq. of the Arbitration
                                                      -------
Rules  shall  be  applicable  to claims of less than $1,000,000.00.  Arbitrators
shall  be  licensed  attorneys  selected  from  the Commercial Financial Dispute
Arbitration  Panel  of  the AAA.  The parties do not waive applicable Federal or
state substantive law except as provided herein.  PRESERVATION AND LIMITATION OF
REMEDIES.  Notwithstanding  the  preceding  binding  arbitration provisions, the
parties  agree  to preserve, without diminution, certain remedies that any party
may  exercise before or after an arbitration proceeding is brought.  The parties
shall  have  the  right  to  proceed  in  any court of proper jurisdiction or by
self-help  to  exercise  or prosecute the following remedies, as applicable: (i)
all  rights to foreclose against any real or personal property or other security
by  exercising  a  power of sale or under applicable law by judicial foreclosure
including  a  proceeding  to  confirm  the  sale;  (ii)  all rights of self-help
including peaceful occupation of real property and collection of rents, set-off,
and  peaceful  possession  of  personal property; (iii) obtaining provisional or
ancillary  remedies  including  injunctive  relief,  sequestration, garnishment,
attachment,  appointment  of  receiver  and  filing  an  involuntary  bankruptcy
proceeding; and (iv) when applicable, a judgment by confession of judgment.  Any
claim  or controversy with regard to any party's entitlement to such remedies is
a  Dispute.  WAIVER OF EXEMPLARY DAMAGES.  The parties agree that they shall not
have  a  remedy  of  punitive  or exemplary damages against other parties in any
Dispute  and  hereby  waive  any right or claim to punitive or exemplary damages
they  have  now  or which may arise in the future in connection with any Dispute
whether  the  Dispute  is resolved by arbitration or judicially.  WAIVER OF JURY
TRIAL.  THE  PARTIES  ACKNOWLEDGE  THAT  BY AGREEING TO BINDING ARBITRATION THEY
HAVE  IRREVOCABLY  WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL WITH REGARD TO A
DISPUTE.

IN  WITNESS  WHEREOF,  Borrower,  on  the  day and year first above written, has
caused  this  Note  to  be  executed  under  seal.

     New  Brunswick  Scientific  Co.,  Inc.
     Taxpayer  Identification  Number:  22-1630072


CORPORATE     By:  ____________________________________
SEAL          SAMUEL  EICHENBAUM,  Vice  President
          Finance




                                        4

                                     ------
                                    EXHIBIT B
                                    ---------


                               [GRAPHIC  OMITED]



                                    (FORM OF)
                                    TERM NOTE


$_____________                                   _______  __,  ____

New  Brunswick  Scientific  Co.,  Inc.
44  Talmadge  Road
Edison,  New  Jersey  08818-4005
("Borrower")

First  Union  National  Bank
370  Scotch  Road
West  Trenton,  New  Jersey  08628
(Hereinafter  referred  to  as  the  "Bank")

Borrower promises to pay to the order of the Bank, in lawful money of the United
States of America, in immediately available funds, at its office indicated above
or  wherever  else the Bank may specify, the sum of _________________ and No/100
Dollars  ($___________) or such sum as may be outstanding from time to time with
interest  on  the unpaid principal balance at the rate and on the terms provided
in  this  Note (including all renewals, extensions or modifications hereof, this
"Note").

TERMS.  This  Note  is  one  of  the  "Equipment Term Notes" referred to in that
certain  Loan And Security Agreement dated April 1, 1999 by and between the Bank
and  the  Borrower  (including all renewals, extensions or modifications hereof,
the  "Loan  Agreement").  The  terms  and  conditions  of  the  Loan  Agreement
(including,  but  not  limited  to,  all  rights  of  acceleration),  are hereby
incorporated  herein  by  reference.

INTEREST  AND  FEE(S)  COMPUTATION.  The  unpaid  principal balance of this Note
shall  bear  interest  at  the  Interest  Rate  provided  in the Loan Agreement.
Interest  and  fees, if any, and as provided for in the Loan Agreement, shall be
computed  on  the  basis  of a 360-day year for the actual number of days in the
applicable  period  ("Actual/360  Computation").  The  Actual/360  Computation
determines  the annual effective yield by taking the stated (nominal) rate for a
year's period and then dividing said rate by 360 to determine the daily periodic
rate  to  be  applied for each day in the applicable period.  Application of the
Actual/360  Computation  produces an annualized effective rate exceeding that of
the  nominal  rate.
                                        1


PRINCIPAL  PAYMENT  TERMS.  The principal amount of this Note shall be repaid in
sixty  (60)  equal  monthly  installments  commencing on ________, and ending on
________,  at which time all outstanding principal, unpaid and accrued interest,
fees  and  expenses,  if  any,  shall  be  due  and  payable.

APPLICATION  OF  PAYMENTS.  Monies  received  by  the  Bank  from any source for
application  toward  payment  of  the  Obligations  shall  be applied to accrued
interest  and  then to principal.  If a Default occurs, monies may be applied to
the  Obligations  in  any  manner  or  order  deemed  appropriate  by  the Bank.

If  any  payment  received by the Bank under this Note or other Loan Document is
rescinded, avoided or for any reason returned by the Bank because of any adverse
claim  or  threatened  action,  the  returned payment shall remain payable as an
obligation  of  all  persons  liable  under this Note or other Loan Documents as
though  such  payment  had  not  been  made.

DEFINITIONS.  LOAN DOCUMENTS.  The term "Loan Documents" used in this Note shall
have  the  same  meaning  ascribed  to  said  term  as  in  the  Loan Agreement.
OBLIGATIONS.  The  term  "Obligations"  used  in this Note refers to any and all
indebtedness  and other obligations under this Note, all other obligations under
any  other  Loan  Documents,  and  all obligations under any swap agreements (as
defined  in  11  U.S.C.   101)  between Borrower and the Bank whenever executed.
CERTAIN  OTHER  TERMS.  All  capitalized  terms that are used, but not otherwise
defined  herein,  shall  have the same meanings ascribed to said terms as in the
Loan  Agreement.

LATE  CHARGE.  If  any  payments are not timely made, Borrower shall also pay to
the Bank a late charge equal to 5% of each payment past due for 10 or more days.

Acceptance  by  the Bank of any late payment without an accompanying late charge
shall  not be deemed a waiver of the Bank's right to collect such late charge or
to  collect  a  late  charge  for  any  subsequent  late  payment  received.

ATTORNEYS'  FEES  AND  OTHER  COLLECTION  COSTS.  Borrower  shall pay all of the
Bank's  reasonable  expenses  incurred  to  enforce  or  collect  any  of  the
Obligations, including, without limitation, reasonable arbitration, paralegals',
attorneys'  and  experts'  fees  and  expenses,  whether  incurred  without  the
commencement of a suit, in any trial, arbitration, or administrative proceeding,
or  in  any  appellate  or  bankruptcy  proceeding.

USURY.  If  at  any  time the effective interest rate under this Note would, but
for  this paragraph, exceed the maximum lawful rate, the effective interest rate
under this Note shall be the maximum lawful rate, and any amount received by the
Bank  in  excess of such rate shall be applied to principal and then to fees and
expenses,  or,  if  no  such  amounts  are  owing,  returned  to  Borrower.
                                        2


WAIVERS  AND  AMENDMENTS.  No  waivers, amendments or modifications of this Note
and  other  Loan  Documents  shall  be  valid unless in writing and signed by an
officer  of  the Bank.  No waiver by the Bank of any Default or Event of Default
shall  operate  as a waiver of any other Default or Event of Default or the same
Default  or  Event of Default on a future occasion.  Neither the failure nor any
delay  on  the  part of the Bank in exercising any right, power, or remedy under
this  Note and other Loan Documents shall operate as a waiver thereof, nor shall
a  single  or  partial  exercise  thereof preclude any other or further exercise
thereof  or  the  exercise  of  any  other  right,  power  or  remedy.

Borrower  and  each  other  person,  if  any,  liable  under  this  Note  waives
presentment,  protest,  notice  of  dishonor,  demand  for  payment,  notice  of
intention  to accelerate maturity, notice of acceleration of maturity, notice of
sale  and all other notices of any kind.  Further, each agrees that the Bank may
extend,  modify  or  renew this Note or make a novation of the loan evidenced by
this Note for any period and grant any releases, compromises or indulgences with
respect  to  any  collateral securing this Note, or with respect to Borrower and
any  other  person,  if any, liable under this Note or other Loan Documents, all
without notice to or consent of Borrower or any other person, if any, who may be
liable  under  this  Note  or  other  Loan  Documents  and without affecting the
liability  of Borrower or any other person, if any, who may be liable under this
Note  or  other  Loan  Documents.

MISCELLANEOUS PROVISIONS.  ASSIGNMENT.  This Note and other Loan Documents shall
inure  to  the  benefit  of and be binding upon the parties and their respective
heirs,  legal  representatives, successors and assigns.  The Bank's interests in
and  rights  under  this Note and other Loan Documents are freely assignable, in
whole  or in part, by the Bank.  In addition, nothing in this Note or any of the
Loan  Documents  shall prohibit the Bank from pledging or assigning this Note or
any  of  the Loan Documents or any interest therein to any Federal Reserve Bank.
Borrower  shall  not  assign its rights and interest hereunder without the prior
written  consent  of the Bank, and any attempt by Borrower to assign without the
Bank's prior written consent is null and void.  Any assignment shall not release
Borrower  from  the  Obligations.  APPLICABLE  LAW;  CONFLICT BETWEEN DOCUMENTS.
This  Note and other Loan Documents shall be governed by and construed under the
laws of the state of New Jersey, without regard to that state's conflict of laws
principles.  If  the  terms  of  this Note should conflict with the terms of the
Loan  Agreement or any commitment letter that survives closing, the terms of the
Loan  Agreement  shall  control.  JURISDICTION.  Borrower  irrevocably agrees to
non-exclusive  personal  jurisdiction in the State of New Jersey.  SEVERABILITY.
If any provision of this Note or of the other Loan Documents shall be prohibited
or invalid under applicable law, such provision shall be ineffective but only to
the extent of such prohibition or invalidity, without invalidating the remainder
of  such  provision  or  the  remaining  provisions  of  this Note or other such
document.  PLURAL;  CAPTIONS.  All references in the Loan Documents to Borrower,
guarantor,  person,  document or other nouns of reference mean both the singular
and  plural  form,  as  the  case  may  be, and the term "person" shall mean any
individual,  person or entity.  The captions contained in the Loan Documents are
inserted for convenience only and shall not affect the meaning or interpretation
of  the  Loan  Documents.

ARBITRATION.  Upon  demand  of  any  party  hereto, whether made before or after
                                        3


institution  of any judicial proceeding, any claim or controversy arising out of
or  relating to the Loan Documents between parties hereto (a "Dispute") shall be
resolved  by  binding arbitration conducted under and governed by the Commercial
Financial  Disputes  Arbitration Rules (the "Arbitration Rules") of the American
Arbitration  Association  (the "AAA") and the Federal Arbitration Act.  Disputes
may  include,  without  limitation,  tort claims, counterclaims, a dispute as to
whether  a matter is subject to arbitration, claims brought as class actions, or
claims arising from documents executed in the future.  A judgment upon the award
may  be entered in any court having jurisdiction. Notwithstanding the foregoing,
this  arbitration  provision does not apply to disputes under or related to swap
agreements.  SPECIAL  RULES.  All arbitration hearings shall be conducted in the
state  named  in  the  address  of the Bank first stated above.  A hearing shall
begin  within  90 days of demand for arbitration and all hearings shall conclude
within  120  days  of demand for arbitration.  These time limitations may not be
extended  unless  a  party shows cause for extension and then for no more than a
total  of 60 days.  The expedited procedures set forth in Rule 51 et seq. of the
                                                                  -------
Arbitration  Rules  shall  be  applicable  to claims of less than $1,000,000.00.
Arbitrators  shall  be licensed attorneys selected from the Commercial Financial
Dispute  Arbitration  Panel  of  the  AAA.  The  parties do not waive applicable
Federal  or  state  substantive law except as provided herein.  PRESERVATION AND
LIMITATION  OF  REMEDIES.  Notwithstanding  the  preceding  binding  arbitration
provisions,  the parties agree to preserve, without diminution, certain remedies
that  any  party  may  exercise  before  or  after  an arbitration proceeding is
brought.  The  parties  shall  have  the right to proceed in any court of proper
jurisdiction or by self-help to exercise or prosecute the following remedies, as
applicable: (i) all rights to foreclose against any real or personal property or
other security by exercising a power of sale or under applicable law by judicial
foreclosure  including  a  proceeding  to  confirm  the sale; (ii) all rights of
self-help  including  peaceful  occupation  of  real  property and collection of
rents,  set-off,  and  peaceful possession of personal property; (iii) obtaining
provisional  or  ancillary  remedies including injunctive relief, sequestration,
garnishment,  attachment,  appointment  of  receiver  and  filing an involuntary
bankruptcy  proceeding;  and  (iv)  when applicable, a judgment by confession of
judgment.  Any  claim  or  controversy with regard to any party's entitlement to
such  remedies  is  a  Dispute.  WAIVER OF EXEMPLARY DAMAGES.  The parties agree
that they shall not have a remedy of punitive or exemplary damages against other
parties  in  any  Dispute  and  hereby  waive  any right or claim to punitive or
exemplary  damages  they have now or which may arise in the future in connection
with  any  Dispute whether the Dispute is resolved by arbitration or judicially.
WAIVER  OF  JURY  TRIAL.  THE  PARTIES  ACKNOWLEDGE  THAT BY AGREEING TO BINDING
ARBITRATION  THEY  HAVE IRREVOCABLY WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL
WITH  REGARD  TO  A  DISPUTE.
                                        4


IN  WITNESS  WHEREOF,  Borrower,  on  the  day and year first above written, has
caused  this  Note  to  be  executed  under  seal.

     New  Brunswick  Scientific  Co.,  Inc.
     Taxpayer  Identification  Number:  22-1630072


CORPORATE     By:____________________________________
SEAL

                                        5