HARVARD BIOSCIENCE, INC.

                              EMPLOYMENT AGREEMENT



         This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made as of the

6th day of December, 2000, between Harvard Bioscience, Inc., a Delaware

corporation (the "Company"), and James Warren ("Executive"). For purposes of

this Agreement the "Company" shall refer to the Company and any of its

predecessors.



         WHEREAS, the Company desires to employ Executive and Executive desires

to be employed by the Company on the terms contained herein.



         NOW, THEREFORE, in consideration of the mutual covenants and agreements

herein contained and other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties agree as follows:



1. EMPLOYMENT. The term of this Agreement shall extend from December 6, 2000

(the "Commencement Date") until the first anniversary of the Commencement Date;

provided, however, that the term of this Agreement shall automatically be

extended for one additional year on each anniversary of the Commencement Date

unless, not less than 90 days prior to each such date, either party shall have

given notice to the other that it does not wish to extend this Agreement;

provided, further, that if a Change in Control occurs during the original or

extended term of this Agreement, the term of this Agreement shall,

notwithstanding anything in this sentence to the contrary, continue in effect

for a period of not less than eighteen (18) months beyond the month in which the

Change in Control occurred. The term of this Agreement shall be subject to

termination as provided in Paragraph 6 and may be referred to herein as the

"Period of Employment."



2. POSITION AND DUTIES. During the Period of Employment, Executive shall serve

as the Chief Financial Officer and shall have such powers and duties as may from

time to time be prescribed by the Board of Directors (the "Board") or the Chief

Executive Officer of the Company, provided that such duties are consistent with

Executive's position or other positions that he may hold from time to time.

Executive shall devote his full working time and efforts to the business and

affairs of the Company. Notwithstanding the foregoing, Executive may serve on

other boards of directors, with the approval of the Board, or engage in

religious, charitable or other community activities as long as such services and

activities are disclosed to the Board and do not materially interfere with

Executive's performance of his duties to the Company as provided in this

Agreement.



3. COMPENSATION AND RELATED MATTERS.



         (a) BASE SALARY AND INCENTIVE COMPENSATION. Executive's initial annual

base salary shall be One Hundred Eighty-Five Thousand ($185,000) Dollars.

Executive's base salary shall be redetermined annually by the Board or a

Committee thereof. The base salary in effect at any





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given time is referred to herein as "Base Salary." The Base Salary shall be

payable in substantially equal bi-weekly installments. In addition to Base

Salary, Executive shall be eligible to receive cash incentive compensation as

determined by the Board or a Committee thereof from time to time, and shall also

be eligible to participate in such incentive compensation plans as the Board or

a Committee thereof shall determine from time to time for employees of the same

status within the hierarchy of the Company.



         (b) EXPENSES. Executive shall be entitled to receive prompt

reimbursement for all reasonable expenses incurred by him in performing services

hereunder during the Period of Employment, in accordance with the policies and

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