NEW BRUNSWICK SCIENTIFIC CO INC
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<TYPE>EX-10.25
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>



                 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
          This  First  Amendment  to  Loan and Security Agreement made as of the
22nd  day  of  November,  1999  (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  (the  "Agreement");  and
          WHEREAS,  in  connection  with  the  Borrower  receiving  a  certain
Incremental  Term  Loan  (as defined in the Agreement), and subject to the terms
and  conditions  hereinafter  set forth, the parties hereto have agreed to amend
the  terms  of  the  Agreement.
          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  are  hereby  added  to Subsection 1.1 of the
Agreement  to  read  as  follows:
"First  Amendment":  That certain First Amendment to Loan and Security Agreement
 ----------------
dated  November  22,  1999  by  and  between  the  Borrower  and  the  Bank.

"Borrower's  Guaranty":  That  certain Guaranty dated November 22, 1999 from the
 --------------------
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Borrower  in  favor of the Bank with respect to the obligations of New Brunswick
Scientific  of  Delaware,  Inc.
"Second  Mortgage":  The Mortgage executed by the Borrower, substantially in the
 ----------------
form  of  Exhibit  A  to  the  First  Amendment,  as  may  be amended, restated,
substituted  for  and/or  extended  from  time  to  time.

2.     The following definitions contained in Subsection 1.1 of the Agreement is
     hereby  amended  to  read  as  follows:
"Loan  Documents":  This Agreement, the Master Note, the Incremental Term Notes,
 ---------------
the  Equipment  Line  of  Credit  Note,  the  Equipment Term Notes, the Power of
Attorney,  the  Mortgage,  the  Second  Mortgage,  the Assignment of Rents, each
Landlord's/Warehousemen's  Agreement,  the  UCC-1  Financing  Statements,  the
Borrower's  Guaranty, and any other document, instrument or writing executed and
delivered  pursuant  hereto  or  thereto (excluding Swap Agreements), and all as
amended,  restated,  substituted  for  and/or  extended  from  time  to  time.
"Permitted  Liens":  (i) Liens with respect to equipment which is the subject of
 ----------------
capitalized  leases  or  purchase money financing to the extent permitted by the
terms  of  Subsection  9.23(a)(ii),  (ii)  those Liens described in Schedule 1.1
                                                                    ------------
annexed  hereto,  (iii) Liens with respect to assets which are the subject of an
acquisition permitted by the terms hereof and securing indebtedness permit under
Subsection  9.23(a)(iii)  hereof  and  (iv)  any  Liens  in  favor  of the Bank.
"Premises":  The real estate located at 44 Talmadge Road, Edison, New Jersey, as
 --------
more  particularly  described  on  Schedule  A  to  the  Mortgage and the Second
Mortgage,  which  description  is  incorporated  herein  by  reference.
3.     Subsection  8.9  of  the  Agreement is hereby amended to read as follows:
8.9  Title  to  Properties,  Priority  of  Liens.  The  Borrower  has  good  and
------------------------------------------------
marketable  title  in all of its properties and assets which it purports to own,
--------
free  of  all  Liens  except  for Permitted Liens, and the Borrower has granted,
subject  to  the  provisions  of  Subsection  6.1  hereof,  to  the Bank a valid
perfected  first  lien  in  the  Collateral  (exclusive  of the Premises).  With
respect  to the Premises, the Borrower has granted, pursuant to the Mortgage and
the  Second  Mortgage, first and second mortgage liens, respectively.  Since the
Mortgage  and  the Second Mortgage are Permitted Liens, language in the Mortgage
or  the  Second Mortgage stating that the Borrower is to "promptly discharge all
liens,  claims and encumbrances on the Premises" is not intended to apply to the
Mortgage  and  the  Second  Mortgage.

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4.     The last sentence of Subsection 9.6 of the Agreement is hereby amended to
     read  as  follows:
Notwithstanding  the  foregoing,  the  Borrower  shall,  subject  to  the terms,
conditions  and  limitations of the Mortgage and Second Mortgage, have the right
to  utilize certain insurance proceeds to repair or replace damaged or destroyed
improvements  at  the  Premises.
5.     The  first  sentence  of  Subsection  9.23(o)  of the Agreement is hereby
amended  to  read  as  follows:
Borrower  shall,  at all times, maintain a ratio of Total Net Assets of Borrower
divided  by  Total  Assets  of Borrower and Subsidiaries of not less than .60 to
1.00.
6.     Borrower  shall pay on demand 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.
7.     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.
8.     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.
9.     All  capitalized  terms  contained  in this Amendment shall have the same
meanings  ascribed  to  them  in  the  Agreement.

                                        3
<PAGE>
10.     This  Amendment  may  be  executed  in one or more counterparts, each of
which  shall  constitute  one  and  the  same  Amendment.
     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:____________________________________
                                        EZRA  WEISMAN,  President



                                   FIRST  UNION  NATIONAL  BANK



                                   BY:_____________________________________

                                        4
<PAGE>
                 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

     This  Second  Amendment  to  Loan and Security Agreement made as of the 3rd
day  of  August, 2000 (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  (the  "Agreement");
     WHEREAS, the Borrower is not in compliance with certain financial covenants
and  anticipates  not being in compliance with certain other financial covenants
contained  in  the Agreement as a result of unanticipated operating losses and a
certain  non-cash write-down involving a certain investment of the Borrower; and
WHEREAS,  the Borrower has requested the Bank, and the Bank has agreed, to waive
said  noncompliance and to amend certain of said covenants, subject to the terms
and  conditions  hereinafter  set  forth.
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:

                                        5
<PAGE>
1.     The  following  definitions  are  hereby  added  to Subsection 1.1 of the
Agreement  to  read  as  follows:
"Second  Amendment":  That  certain  Second  Amendment  to  Loan  and  Security
 -----------------
Agreement  dated  as  June  30,  2000  by and between the Borrower and the Bank.
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2.     Subsection 9.23(l) of the Agreement is hereby amended to read as follows:
(l)     Debt  Service Coverage Ratio of Borrower and Subsidiaries.  Borrower and
        ---------------------------------------------------------
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; provided that the Bank
shall  not  measure  such  Debt Service Coverage Ratio as of September 30, 2000.
For the purposes of this Subsection 9.23(l), "Debt Service Coverage Ratio" shall
be  computed on a rolling four quarter basis (excluding, however, the losses for
DGI  for  the  fiscal  year  ending  1998)  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 of the Borrower's ownership interest in
DGI,  whereby  said  interest  is  reduced from 80% to between 50% and 20%) 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, plus the non-cash write-down related to the
Borrower's  investment  in Organica, Inc. in an amount up to $967,000 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.  This ratio shall be tested quarterly.
3.     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 at all times maintain a Net Worth of at least (i)
$28,500,000 for the period commencing on the date hereof and ending December 31,
2000  and  (ii)  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 85% of net income for the immediately preceding fiscal year just ended
(with  no  reduction  for  losses),  provided that with respect to the quarterly
period  ending  September  30,  2000  the  Net  Worth  of  the  Borrower and its
Subsidiaries,  on  a  consolidated basis, shall be no less than $27,750,000. For

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<PAGE>
the  purposes  of  this Subsection 9.23(m), "Net Worth" shall mean total assets,
plus  negative  or minus positive "currency translation adjustment" as reflected
on the Borrower's balance sheet as of the end of the fiscal quarter being tested
minus  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) and advances, investments and contributions to persons other than the
Borrower,  shall  be  subtracted  from total assets.  This ratio shall be tested
quarterly.
4.     Notwithstanding  anything  contained  in  the  Agreement,  based upon the
Borrower's  letter  dated  June 30, 2000 to the Bank and accompanying work sheet
dated  June  12, 2000, the Bank hereby agrees to waive the Borrower's failure to
comply with the provisions of Subsections 9.23(l) and (m) of the Agreement as of
     June 30, 2000.  This waiver is specifically limited to such covenants as of
such  date.
5.     Borrower  shall pay on demand 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.
6.     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.
7.     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.

                                        7
<PAGE>
8.     All  capitalized  terms  contained  in this Amendment shall have the same
meanings  ascribed  to  them  in  the  Agreement.
9.     This Amendment may be executed in one or more counterparts, each of which
     shall  constitute  one  and  the  same  Amendment.
     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:__________________________________



     FIRST  UNION  NATIONAL  BANK


     BY:__________________________________

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