PROMISSORY NOTE MODIFICATION AGREEMENT

THIS PROMISSORY NOTE MODIFICATION AGREEMENT ( " Modification " ) is made and entered into on February 7 , 2008 but is effective as of February 7 , 2008 by and among Hickok Incorporated (collectively " Borrower ") and NATIONAL CITY BANK, A NATIONAL BANKING ASSOCIATION (" Bank ").

WHEREAS, Bank agreed to lend to Borrower an amount not to exceed the sum of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (" Loan "), which Loan was evidenced by a certain Commercial Note: Revolving Credit dated March 27, 2006 in the face amount of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (as extended, amended or otherwise modified to date, the " Note ") (the said Note and any other instrument or document given in connection with or to secure the Loan being collectively referred to as " Loan Documents ").

WHEREAS, the parties hereto desire to modify the Note as hereinafter provided.

NOW, THEREFORE, in consideration of the foregoing promises and the covenants contained herein, the parties hereto agree as follows:

1.        Liability of Borrower .  Borrower hereby ratifies and reconfirms Borrower's obligations and all liability to Bank under the terms and conditions of the Loan Documents and acknowledges that Borrower has no defenses to or rights of set-off against Borrower's obligations and all liability to Bank thereunder. Borrower further acknowledges that Bank has performed all of Bank's obligations under the Loan Documents.

2.        Modific