CONSULTING AGREEMENT

EXHIBIT 10.2


                              CONSULTING AGREEMENT
                              --------------------

     This  Agreement,  effective  as  of  January  1,  2007,  by and between NEW
BRUNSWICK  SCIENTIFIC  CO., INC., a corporation organized and existing under the
laws  of  the  State  of New Jersey, having its executive offices at 44 Talmadge
Road,  P.O.  Box 4005, Edison, New Jersey 08818-4005 (hereinafter "New Brunswick
Scientific")  and  DAVID  FREEDMAN  (hereinafter,  "Consultant"),  having a home
address  of  40  North  Seventh  Avenue,  Highland  Park,  New  Jersey  08904.

     WHEREAS,  Consultant 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,  New  Brunswick  Scientific  seeks  to  provide  for  a  seamless
transition  of  the  management  of the company and to have access to the person
whose unique knowledge of the industry and its customers is of material value to
New  Brunswick  Scientific  by  retaining  Consultant  for a specified period of
years;  and

     WHEREAS,  Consultant  and  New Brunswick Scientific seek to memorialize the
terms  and  conditions  of  the  consulting  arrangement  in  this  Agreement.

     NOW  THEREFORE,  in  consideration  of  the mutual covenants and agreements
between  New  Brunswick  Scientific  and  Consultant  as  contained  herein, New
Brunswick  Scientific  and  Consultant  agree  as  follows:

1.     TERM  OF  CONSULTING  AGREEMENT
       -------------------------------

a.     Unless  otherwise  terminated  by  either  Consultant  or  New  Brunswick
Scientific  in accordance with the provisions of Section 9(b) of this Agreement,
Consultant and New Brunswick Scientific agree that this Agreement shall commence
as of January 1, 2007 (the "Effective Date") and shall remain in full force
and  effect  through  December  31,  2009  (the  "Consulting  Period").

b.     During  the Consulting Period, Consultant agrees to provide New Brunswick
Scientific  with  a  maximum  of  One  Hundred  Twenty (120) hours of consulting
services during each calendar quarter of the Consulting Period, commencing as of
the  Effective  Date.  The  actual  number of consulting service hours that
shall  be  performed by Consultant during any given calendar quarter (subject to
this  quarterly  limitation)  shall be determined by New Brunswick Scientific in
its  sole  and  final  discretion.  In  the  event that New Brunswick Scientific
requests  consulting  services  to  be  performed by Consultant for any calendar
quarter  which  total  less  than  120 hours, Consultant shall be deemed to have
fulfilled  his  consulting  obligations  for  such  calendar  quarter,  and  New
Brunswick  Scientific shall compensate Consultant as if he provided 120 hours of
consulting  services  during  said  calendar  quarter.


                                       -1-

2.     CONSULTING  SERVICES  TO  BE  PERFORMED
       ---------------------------------------

a.     Subject  to  the  provisions  of  Section  4  below, Consultant agrees to
provide  consulting services and business management advice, at the times and in
the  manner  requested,  to  New  Brunswick  Scientific concerning all requested
aspects  of  its  business  operations.

b.     Consultant's  contact  individual(s)  at  New  Brunswick Scientific, with
respect  to  the nature and scope of the services to be provided herein shall be
the  Chief Executive Officer of New Brunswick Scientific, the Board of Directors
of  New  Brunswick  Scientific  ("Board"), or any other executive of the company
whom  the  Chief  Executive  Officer  or  the  Board  shall  designate.

     It is intended that Consultant's services will be rendered on behalf of the
Edison,  New Jersey headquarters of New Brunswick Scientific; provided, however,
that nothing in this Agreement shall require Consultant to be physically present
at  the  company's  headquarters  to perform such requested consulting services.
Nothing  in this Agreement shall preclude or prevent Consultant from refusing to
undertake  any  consulting  services which would require Consultant to travel to
any  facility of New Brunswick Scientific, whether located within or without the
United  States  (other  than  the  company's  Edison,  New Jersey headquarters);
provided  that  such  refusal is communicated to the Board in writing as soon as
administratively  practicable  following  any  such  request  by  New  Brunswick
Scientific.

c.     If  requested,  Consultant  shall  issue a written progress report to New
Brunswick Scientific, at such times and in such manner as requested by the Chief
Executive  Officer  or  the  Board.  Consultant agrees to be available upon
reasonable  advance  notice to engage in discussions and meetings with the Chief
Executive  Officer,  the  Board, or any other New Brunswick Scientific personnel
that  either  of  the  Chief  Executive Officer or the Board shall direct.  Such
meetings  and  discussions  shall be held at times which are mutually convenient
for  both  the  designated  New  Brunswick  Scientific  representative(s)  and
Consultant.

d.     Notwithstanding  the provisions of Section 1(b) of this Agreement, in the
event  that  New  Brunswick  Scientific  requests  that Consultant engage in any
particular  consulting  assignment  which  is  likely  to exceed the hourly time
parameters  of  Section 1(b) hereof for any calendar quarter, Consultant and New
Brunswick  Scientific  shall  agree,  in  advance  of  the  commencement  of any
consulting  services  associated  therewith, as to the total estimated amount of
time  Consultant  shall  expend  on  such  particular  task  or  service.  Once
determined,  Consultant  shall have the right to allocate such estimated time in
any  manner  he  chooses; provided, however, that Consultant shall be subject to
any  overall  project  deadlines imposed by New Brunswick Scientific. Consultant
agrees  to notify New Brunswick Scientific as soon as practicable if the time to
be  expended  by  him in completing the requested consulting project will exceed
the  previously  communicated estimates, or if Consultant will be unable to meet
any  previously  agreed  upon  deadline.

e.     Consultant  and  New  Brunswick  Scientific  acknowledge  and  agree that
Consultant is an independent contractor who shall provide consulting services to
New  Brunswick  Scientific

                                       -2-


solely  under  the  terms  of this Agreement. Nothing in this Agreement shall be
deemed  or  characterized  by  either  party  so  as  to  create  an  employment
relationship  between Consultant and New Brunswick Scientific.  As Consultant is
not  an  employee  of  New  Brunswick Scientific, and as this Agreement does not
constitute an employment contract, Consultant agrees not to represent himself as
an  employee  of  New  Brunswick  Scientific to any individual or entity for any
reason.

f.       By  his execution of this Agreement, Consultant acknowledges and agrees
that despite his unique familiarity with the business operations and products of
New  Brunswick  Scientific, Consultant may not be the exclusive provider of
the  types  of  consulting  services  covered  by  this Agreement.  As such, New
Brunswick  Scientific  shall  be  permitted  to  engage  the  services  of other
individuals  or  entities  to provide similar consulting services on its behalf.
Similarly,  subject  only  to  the  restrictions  of Sections 5, 6 and 7 of this
Agreement,  nothing  in  this  Agreement shall prevent Consultant from providing
similar  consulting  services to clients (whether individuals or entities) other
than  New  Brunswick  Scientific  during  the  term of this Agreement; provided,
however,  that  no  such activity shall preclude, interfere or otherwise relieve
Consultant  from  fulfilling  his  service  obligations  under the terms of this
Agreement.

g.     Consultant  and  New  Brunswick Scientific agree that Consultant shall be
solely  responsible  for  the payment of any and all federal, state and/or local
income  taxes,  self-employment  taxes  or  other  tax  liabilities which may be
imposed  upon Consultant as a result of his receipt of remuneration for services
received  from  New  Brunswick  Scientific  under  this  Agreement.

h.     Consultant  acknowledges and agrees that as an independent contractor, he
is  not  eligible to receive any employee benefits from New Brunswick Scientific
as  a  result  of  this  Agreement  or  his provision of services on its behalf,
including,  but  not  necessarily  limited  to,  participation  in  any employee
retirement  plan  sponsored  by  New  Brunswick Scientific (whether such plan is
qualified  or  non-qualified),  any  employee  medical  insurance  coverage plan
sponsored by New Brunswick Scientific, or the receipt of vacation pay, sick pay,
or  any  other employee fringe benefits; provided, however, that nothing in
this  Agreement shall prevent, preclude or otherwise interfere with Consultant's
eligibility  for,  or  receipt of, any employee benefits or other benefits under
the  terms of any other agreement between Consultant (in his individual capacity
as  other  than  a  consultant) and New Brunswick Scientific, including, but not
limited  to,  the  terms  of  any  employment  separation  agreement,  severance
agreement, retirement agreement or similar arrangement which may have previously
been  executed  by  and  between  Consultant  and  New  Brunswick  Scientific.

i.     In  the  event  any  governmental  entity,  agency or department, whether
federal,  state  or  local, shall determine that, notwithstanding the applicable
terms  of  this  Agreement  and  the  understanding  of  both Consultant and New
Brunswick  Scientific,  Consultant  is  an employee of New Brunswick Scientific,
Consultant  acknowledges and agrees that he shall not be eligible to receive any
employee  benefits  which Consultant would otherwise be eligible to receive as a
result  of  such determination. Upon such a determination, the employee benefits
that  Consultant  will  not  be  eligible  to  receive  shall  include,  but not
necessarily be limited to, participation in an employee retirement plan (whether
such  plan  is  qualified  or  non-qualified) or employee medical insurance
coverage  plan,  or the receipt of vacation pay, sick pay, or any other employee
fringe

                                       -3-


benefits.  Notwithstanding  the  provisions  of  this  paragraph,  or  any
determination  that  Consultant  is  an  Employee  of  New Brunswick Scientific,
nothing  in  this  Agreement shall prevent, preclude or otherwise interfere with
Consultant's eligibility for or receipt of any employee benefits under the terms
of  any  other agreement between Consultant (in his individual capacity as other
than  a consultant) and New Brunswick Scientific, including, but not limited to,
the  terms  of  any  employment  separation  agreement,  severance  agreement,
retirement  agreement  or  similar  arrangement  which  may have previously been
executed  by  and  between  Consultant  and  New  Brunswick  Scientific.

In  the  event  Consultant  is  determined  to  be  an employee of New Brunswick
Scientific  as  provided  above, Consultant shall be responsible for any and all
tax  consequences,  whether federal, state or local, and whether income taxes or
otherwise,  resulting  from  such  determination.

3.     ANCILLARY  SERVICES/  DIRECTORSHIP  APPOINTMENT
       -----------------------------------------------

a.     Nothing  in  this  Agreement  shall  prevent  or preclude Consultant from
providing  other  services, whether similar to those required under the terms of
this  Agreement  or  otherwise,  to  New  Brunswick  Scientific  in any mutually
agreeable  capacity;  provided,  however,  that  any  such  arrangement  for the
provision  of  ancillary  services  shall  be subject to a separate and mutually
agreeable  contract or agreement between Consultant (in his individual capacity)
and  New  Brunswick  Scientific.

b.     Given  Consultant's  prior relationship with New Brunswick Scientific, it
is intended that the company may periodically offer Consultant an opportunity to
serve  as  a  member of the Board and/or a specific Committee of the Board.
In  the  event that Consultant is offered any such Board position(s), Consultant
agrees  to  accept  said  appointment  and  to serve as a member of the Board in
accordance  with  all  applicable corporate governance provisions.  Consultant's
compensation  as  a  member of the Board shall be as determined by New Brunswick
Scientific,  and  shall  be  in  addition to any compensation amounts payable to
Consultant  under  the  provisions  of  Section  4  of  this  Agreement.

4.     PAYMENT  FOR  SERVICES
       ----------------------

a.     In  consideration  of  Consultant's  agreement  to provide the consulting
services  required  under  the  terms  hereof, New placeCityBrunswick Scientific
agrees  to  pay Consultant a fee of Ten Thousand Dollars ($10,000.00) per month.
Each  consulting  fee payment shall be made by New Brunswick Scientific no later
than  the  last  day  of  the  calendar  month.

b.     Notwithstanding  any  provision of this Agreement to the contrary, to the
extent  that  New  Brunswick  Scientific  requests  that  consulting services be
provided  by  Consultant  in  excess  of 120 hours in any calendar quarter, such
additional  consulting  services  shall  be the subject of separate negotiations
between New Brunswick Scientific and Consultant, with the intent of implementing
a  supplementary consulting agreement.  Consultant shall not be required to
provide  consulting  services  for  any  calendar quarter in excess of the above
referenced  120 hour limitation unless such a supplementary consulting agreement
is  in  effect.  Consultant and New Brunswick Scientific shall mutually agree as
to  the  terms  and  conditions  of  any

                                       -4-


supplementary  consulting  agreement  covering  the  additional consulting hours
requested; provided, however, that the amount of Consultant's fees payable under
the  terms  of  a  supplemental  consulting agreement shall not be less than the
amounts  payable  to  Consultant  under  the provisions of paragraph "a" of this
Section  4.

5.     CONFIDENTIAL  INFORMATION
       -------------------------

a.     In  the course of his provision of consulting services, Consultant may be
provided  with  certain  confidential and proprietary information concerning New
Brunswick  Scientific's  business operations, client relationships, and business
plans  ("Confidential  Information"),  including  information which is otherwise
acquired  by  or  developed  by  Consultant  in  conjunction with the consulting
services to be provided under the terms of this Agreement, or which was obtained
by  Consultant  during  his  employment with New Brunswick Scientific. 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.

b.     During  the  term of the Consulting Period and for all periods subsequent
there  to, Consultant shall not disclose, furnish or transmit to anyone, whether
for  Consultant's  benefit or for the benefit of any other individual or entity,
any  Confidential  Information  of  New  Brunswick  Scientific  other than to an
authorized  employee  of  New  Brunswick  Scientific or such persons to whom New
Brunswick  Scientific  has  given  its prior written consent; provided, however,
that  Consultant  may  disclose  Confidential Information that is required to be
disclosed by law, governmental regulation or court order.  If such disclosure is
required  or  sought  under  such  circumstances,  Consultant will give New
Brunswick  Scientific  advance  written  notice  so  that the company may seek a
protective order or take other appropriate action, as the Board shall determine,
in  light  of  the  prevailing  circumstances.

c.     Under the terms of this Agreement Consultant acknowledges and agrees that
all  data,  forms,  studies,  protocols,  monitoring  tools,  reports,
specifications,  documents  processes,  and  any  and  all other items generated
during  the course of Consultant's services for New Brunswick Scientific are the
company's  sole  proprietary  property.  Originals  and copies of all such items
generated by Consultant in connection with or as a result of his work related to
the  consultancy  services  under  this  Agreement  shall  be  delivered  to New
Brunswick  Scientific  by Consultant on or before the date of the termination of
this  Agreement.

                                       -5-


d.     New  Brunswick  Scientific,  its affiliates and assigns, shall be free to
use  all  information  and items that Consultant may convey to it as a result of
this  Agreement  without any further obligation to Consultant, including but not
limited  to  any  further  compensation  therefor.

6.     INTELLECTUAL  PROPERTY
       ----------------------

     Consultant  shall  and  does hereby irrevocably grant and assign the entire
assignable  right,  title  and interest, without further compensation, in and to
any  and  all  of  the works of authorship created by Consultant in the specific
performance of the services herein for New Brunswick Scientific, and any and all
intellectual  property  created  by Consultant during such period, together with
the right to register the copyrights or patents thereon in any and all countries
of  the  world.

7.     PROPRIETARY  INFORMATION
       ------------------------

     Consistent with the provisions of Section 5 herein, since the nature of the
consulting  services  to  be  provided  by  Consultant  under  the terms of this
Agreement  is  likely to bring him into contact with Confidential Information of
New  Brunswick  Scientific,  Consultant  agrees  that  he  will not offer to any
competitor  of  New  Brunswick  Scientific, or disclose thereto, any information
directly  or  indirectly  related to any services in which he may be or has been
involved,  or  which  he may have performed or be performing as a Consultant for
New  Brunswick  Scientific  under  the  terms  of  this  Agreement.

8.     REPRESENTATIONS  AND  WARRANTIES
       --------------------------------

     Consultant  represents  and  warrants that he is under no obligation to any
third  party that would interfere with his rendering to New Brunswick Scientific
the  consulting  services as herein defined or reasonably contemplated, or which
would  be inconsistent with any of his representations or obligations under this
Agreement.

9.     DURATION  AND  TERMINATION
       --------------------------

a.     Except  for the obligations described in Sections 5, 6 and 7 above, which
shall  survive  termination of this Agreement, this Agreement shall be in effect
for  the Consulting Period as provided in Section 1(a) above. If mutually agreed
by  both  New Brunswick Scientific and Consultant, this Agreement may be renewed
prior to its expiration date by the execution of a renewal agreement by both New
Brunswick  Scientific  and  Consultant.

b.     Either  New  Brunswick  Scientific  or  Consultant  may  terminate  this
Agreement  at  any  time for any reason; provided, however, that the terminating
party  shall  provide written notice to the non-terminating party of his or its,
as the case may be, intent to terminate this Agreement at least thirty (30) days
prior  to  the  proposed  termination date. In the event that New Brunswick
Scientific  seeks  to  terminate this Agreement, such termination may only occur
following  the  appropriate  action  of  the  Board.

                                       -6-


c.     Following  the  termination  of  this Agreement, New Brunswick Scientific
shall be responsible only for the payment of remuneration, if any, to Consultant
for  services  performed  by him under the terms of this Agreement prior to
the termination date.  New Brunswick Scientific shall not be responsible for the
payment  to  Consultant  for  any  services  performed  under  the terms of this
Agreement  after  the  termination  date.

d.     Notwithstanding  the provisions of paragraph "b" of this Section 9, it is
the  intention  of  New  Brunswick Scientific and Consultant that this Agreement
shall survive a "Change of Control" of the company, and shall continue to remain
in full force and effect throughout the Consulting Period.  As such, in the
event  of  a  Change  of Control of New Brunswick Scientific (as defined in this
paragraph  "d"), Consultant shall be entitled to an early termination payment in
the  event  that  this Agreement is terminated by any successor to New Brunswick
Scientific  following  such a Change of Control and prior to the last day of the
Consulting  Period.  Such  early termination payment shall be the lesser of: (i)
the consulting fees that would have been paid to Consultant under the provisions
of  Section  4 of this Agreement had the Agreement continued in effect until the
last  day  of  the  Consulting  Period; and (ii) an amount which is equal to the
consulting  fees payable to Consultant under the provisions of Section 4 of this
Agreement  for  a  twelve  (12)  month  period.

     For  purposes  of this Agreement, a "Change of Control" shall mean a Change
of Control as defined in the Treasury Regulations promulgated under Section 409A
of  the  Internal  Revenue  Code  of  1986,  as amended, and any guidance issued
thereunder  by  the  Internal  Revenue  Service.

e.     Should  a  party  hereto  fail  to  perform any material covenant of this
Agreement  on its part to be performed, then upon written notice of such failure
from the other party, the party not in breach or default may cancel or terminate
this  Agreement  upon  written  notice, unless this Agreement shall specify
other remedies.  Termination of the Agreement under this Paragraph "e" shall not
waive  any  other  remedies.  Termination under this Section 9 shall not relieve
Consultant  of  his  obligations  under Sections 5, 6 and 7 hereof, nor shall it
relieve Consultant from any liability arising from any breach of this Agreement.

10.     MISCELLANEOUS  PROVISIONS
        -------------------------

a.     Any notice or other communication required or permitted by this Agreement
shall  be  deemed to have been validly given if the same shall be mailed by
registered or certified mail, postage prepaid, and addressed to the proper party
at  the  address  provided  at  the  outset  of  this Agreement.  Notices to New
Brunswick  Scientific  shall  be  directed  specifically  to the Chief Executive
Officer  of  New  Brunswick  Scientific  at New Brunswick Scientific's executive
office  address,  unless  otherwise  directed.

b.     This  Agreement  may  not  be  assigned by Consultant without the express
written  consent  of  New  Brunswick  Scientific.

c.     Consultant  shall  not  use  New  Brunswick  Scientific's  name  or  any
adaptation  of  it in any advertising, promotion or sales literature without the
prior  written  approval  of  New  Brunswick  Scientific.

                                       -7-


d.     All  services  described  herein  are  to  be  performed  personally  by
Consultant.  Any  incidental  support  services  performed  by  others  must  be
authorized  in  advance  and  in  writing  by  New  Brunswick Scientific.  If so
authorized,  the  performance  of  such  services  shall  comply  with  all  the
conditions  prescribed  by  this  Agreement  and said others must sign a written
agreement  to  that  effect  prepared  by  New  Brunswick  Scientific.

e.     This  Agreement  shall  be  binding  upon and inure to the benefit of the
successors  and  assigns  of  New  Brunswick  Scientific to which this Agreement
relates and shall be binding upon and inure to the benefit of the successors and
assigns  of  Consultant.

f.     This  Agreement shall be construed, interpreted and applied in accordance
with  and  governed  by  the procedural and substantive laws of the State of New
Jersey.

g.     This  Agreement  constitutes  the  entire  Agreement  between the parties
hereto  with  respect  to  the  subject  matter hereof.  No modification of this
Agreement  shall  be  effective  unless  it  is in writing and is signed by each
party.  There  are  no  understandings,  representations or warranties except as
herein  expressly  set  forth.

h.     The persons executing this Agreement in duplicate originals, on behalf of
the parties, represent and warrant that they have authority to execute such
Agreement  on  behalf  of  their  respective  party.

     IN  WITNESS  WHEREOF,  the  parties  acknowledge and agree to the terms and
conditions  of  this  Agreement  as  of  the  Effective  Date reflected therein.


NEW  BRUNSWICK  SCIENTIFIC  CO.,  INC.


By:  /s/  PeterA.Schkeeper
     ---------------------
     Name  and  Title:  Peter  A.  Schkeeper,  Lead  Independent  Director



DAVID  FREEDMAN


     /s/  David  Freedman
     --------------------


                                       -8-