EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT


Employment Agreement dated as of December 29, 2006, between
SCIENTIFIC INDUSTRIES, INC., a Delaware corporation 70 Orville Drive,
Bohemia, New York 11716 (the "Company") and HELENA R. SANTOS, an
individual residing at 16 Gerta Court, Selden, New York 11784,
("Employee").

WITNESSETH:

WHEREAS, Employee has been employed as a senior executive
officer of the Company since 1997 and the Company and Employee
desire the Employee continue to be employed as a senior executive
officer of the Company on the terms and conditions hereinafter
contained;

NOW, THEREFORE, it is hereby agreed as follows:

1. Employment. The Company hereby employs and Employee agrees
to be employed as a senior executive officer of the Company for the
Term as defined in Section 2 to perform the duties described in
Section 3 hereof.

2. Term. The employment of Employee by the Company shall continue
from January 1, 2007 through December 31, 2008, unless terminated
earlier pursuant to the provisions of Section 7 hereof. The period
from the date hereof until the date of termination of employment
pursuant to this Agreement is herein referred to as the "Term".

3. Duties. Employee shall devote her full time to the affairs
and business of the Company for which she will serve as in such
senior executive positions or offices as the Board of Directors
(the "Board") shall designate. For the purposes of this Agreement,
senior executive offices means any one or more of the following:
President, Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer, Executive Vice President and Treasurer, it
being agreed that Employee may hold more than one executive office,
provided that her duties will not require her to devote more time
to the performance of her duties on behalf of the Company than is
reasonable. As a senior executive officer Employee shall report
directly to the Board through the Chairman of the Board of the
Company. Employee shall use her best efforts to promote the
interests and welfare of the Company. The duties shall be
principally performed at the principal executive offices of
the Company.

4. Salary. As her compensation hereunder, Employee shall be
paid by the Company a base salary determined by the Board of
Directors but not less than $120,000 per annum. The base salary
shall be payable in equal weekly installments. The Company may
also pay to Employee with respect to the period ending June 30, 2008
a bonus determined by the Board in its sole discretion. The
Board in determining the base salary for 18 months ending
June 30, 2008 and the amount of a bonus, if any, for each of the
foregoing periods shall consider the achievement and surpassing
of goals or projections set forth or referred to in the operation
plan for the relevant period approved by the Board, including but
not limited to, cash flow and earnings; the Employee's performance
of her executive responsibilities, and such other criteria as the
Board deems relevant.

5. Expenses.

a. Subject to the authorization of the Board, Employee will be
authorized to incur reasonable and necessary expenses in connection
with the discharge of Employee's duties and in promoting the
business of the Company. The Company will, according to its
practices, reimburse Employee for all such expenses upon
presentation of a properly itemized account of such expenditures,
setting forth the business reasons for such expenditures on a
timely basis.

b. Employee agrees to cooperate with the Company in the Company's
efforts to obtain and maintain a term insurance policy on the life of
Employee with the Company as sole beneficiary in such principal
amount as may be determined by the Board, currently anticipated to
be $500,000.

6. Other Benefits; Vacation.

a. Employee shall be entitled to receive from the Company such
medical, hospital and disability benefits, life insurance coverage,
holiday and sick pay consistent with those made available to the
officers of the Company and to participate in the Company's Plan
under Section 401(k) of the Internal Revenue Code in accordance
with its terms.

b. Employee shall be entitled to an annual vacation during
each 12 months of employment hereunder in accordance with the
Company's employee policy.

7. Termination.

a. In the event of Employee's death during the Term, this
Agreement shall terminate automatically as of the date of death,
except with respect to any accrued but unsatisfied obligations to
the date of death. In the event of Employee's disability (as
hereinafter defined) for sixty (60) consecutive calendar days or
ninety (90) calendar days in the aggregate during any twelve (12)
consecutive month period within the Term, the Company shall have
the right, by written notice to Employee, to terminate this
Agreement as of the date of such notice, except with respect to
any accrued but unsatisfied obligation to the date of such
termination. "Disability" for the purposes of this Agreement
shall mean Employee's physical or mental disability so as to
render Employee incapable of carrying out Employee's essential
duties under this Agreement. In the event of a termination by
the Company pursuant to this Section 7(a), the Company shall not
be under any further obligation to Employee hereunder except to
pay Employee: (i) base salary and benefits accrued and payable
up to the date of such termination, and (ii) reimbursement for
expenses accrued and payable under Section 5 hereof through the
date of termination.

b. This Agreement may be terminated by either Employee or the
Company (other than as provided in Section 7(a)) upon thirty (30)
days' written notice if, during the Term, the other of them shall
be in breach of or in default under any provision of this Agreement.
In the event of termination of this Agreement by reason of breach
or default by the Company, Employee shall have no obligation to
mitigate damages, and she shall be entitled to receive the base
salary due her at the rate in effect on the date written notice
is delivered hereunder for the then balance of the Term, not
reduced by any compensation she may receive elsewhere during
such period. In the event of termination of the Agreement by
reason of breach or default by Employee, the Company shall not
be under further obligation to Employee except to pay Employee:
(i) base salary and benefits accrued and payable up to the date
of such termination and (ii) reimbursement for expenses accrued
and payable