CAPITAL ONE, N.A.
GUARANTEE OF ALL LIABILITY
DATE: 10/30/08
________________________
In consideration of advances, loans, extensions of credit,
renewals,
acquisition of notes and other instruments for payment of money
and
any security documents relative thereto or conditional contracts
of
sale, chattel, mortgages, leases and other lien or security
instruments,
or an interest or participation therein, due to become due,
heretofore made to or for account of Scientific Industries,
Inc.
or any one or more of them jointly and/or severally (each, any and
all
of whom are hereinafter called "Borrower"), and/or now or hereafter
to
be made directly or indirectly, to or for the account of or
from
Borrower by Capital One, N.A., Melville, NY, (hereinafter
called
"Bank") and/or the granting to or for account of Borrower such
extensions, forbearances, releases of collateral or other
relinquishments of legal rights, and/or extending any other
financial accommodations or benefit to Borrower, as Bank may
deem
advisable, the undersigned (each, any and all of whom are
hereinafter
called "Guarantor") hereby guarantees to Bank, its successors,
subsidiaries, endorses and assigns, the prompt and
unconditional
payment of claims of every nature and description of Bank
against
Borrower (including those arising out of or in any way
connected
with warranties made by Borrower to Bank in connection with
negotiable
or non-negotiable instruments deposited with, or purchased by,
Bank)
and any and every obligation and liability of Borrower to Bank,
whether now existing or hereafter incurred, originally
contracted
with Bank and/or with another or others and now or hereafter
owing
to or acquired in any manner by Bank, whether contracted by
Borrower
alone or jointly and/or severally with another or others, direct
or
indirect, absolute or contingent, secured or not secured, matured
or
not matured, "including but not limited to any and all sums,
late
charges, disbursements, legal fees, and any deficiency upon
enforcement of collateral deposited, if any, in connection with
all
of such obligations." (All of the foregoing are hereinafter
referred
to as "Obligations").
Guarantor does hereby give to Bank a continuing lien for the
amount
of the obligations and liabilities of Guarantor hereunder, as well
as
for the payment of any and all other liabilities and obligations
of
Guarantor to Bank and claims of every nature and description of
Bank
against Guarantor, whether now existing or hereafter incurred,
originally contracted with Bank and/or with another or others and
now
or hereafter owing to or acquired in any manner by Bank,
whether
contracted by Guarantor alone or jointly and/or severally with
another
or others, direct or indirect, absolute or contingent, secured or
not
secured, mature or not matured(all of which are hereafter actually
or
constructively called "Liabilities") upon any and all moneys,
securities and other property of Guarantor and the proceeds
thereof,
now or hereafter actually or constructively held or received by or
in
transit in any manner to Bank, its correspondents or agents whether
for
safekeeping, custody, pledge, transmission , collection, or
otherwise
or coming into possession of Bank in any way and also upon any and
all
deposits (general or special) and credits of Guarantor with, and
any
and all claims of Guarantee against, Bank at any time existing,
hereby
authorizing Bank at any time or times, without prior notice, to
apply
such deposits or credits. or any part thereof, to such liabilities
and
in such amounts as Bank may select, although said Liabilities may
be
contingent or unmatured, and whether the collateral security
therefor
is deemed adequate or not. (All of the foregoing, together with
any
property, now or hereafter pledged, assigned and transferred to
and
deposited with bank or its agents by Guarantor to secure said
Liabilities, are hereafter collectively called "collateral
security").
Guarantor consents that without the necessity for any
additional
endorsement or guarantee of said Obligations or any reservation
for
rights against Guarantor and without notice to or further assent
by
Guarantor, the liability of Borrower or of any co-guarantor, or
of
any other party for or upon any of said Obligations may, from
time
to time, in whole or in part, be renewed, extended, modified,
prematured, compromised or released by Bank as it may deem
advisable,
and that any collateral or liens for any of said Obligations
may,
from time to time, in whole or in part, be exchanged, sold or
surrendered by bank, as it may deem advisable, all without
impairing,
abridging, affecting, diminishing or releasing the liability of
Guarantor hereunder. Bank shall not be liable for failure to
collect
or demand payment of, or protest or give any notice of nonpayment
of,
said collateral security, or any part thereof, or for any delay
in
so doing, nor shall Bank be under any obligation to take any
action
whatever in regard to said collateral security or any part
thereof.
Any and all stocks, bonds or other securities held by the Bank
hereunder may without notice and whether or not a default
exists,
be registered and held in the name of Bank or its nominee; Bank
(whether or not such right of registration has been exercised
and
whether or not default exists) or such nominee may, without
notice, exercise all voting and corporate rights, including any
and
all rights of conversion, exchange, subscription or any other
rights,
privileges, or options pertaining to such stocks, bonds or
other
securities as if the absolute owner thereof, including, without
limitation, the right to exchange, at its discretion, any and
all
of such stocks, bonds, or other securities for other stocks,
bond,
securities or any other property upon the merger,
consolidation,
reorganization, recapitalization or other readjustment of any
corporation issuing the same or upon the exercise by the
issuing
corporation or Bank or any right, privilege or option
pertaining
to such stocks, bonds or other securities, and in connection
therewith, to deposit and deliver any and all of such stocks,
bonds or other securities with any committee, depository,
transfer
agent, registrant or other designated agency upon such terms
and
conditions it may determine, all without liability except to
account for property actually received by it, but Bank shall
have
no duty to exercise any of the aforesaid rights, privileges or
options and shall not be responsible for any failure to do so
or
delay in so doing.
Bank may sell all or any part of the collateral security
deposited
or pledged for said Liabilities, although said Liabilities may
be
contingent or unmarred whenever in its absolute and
unrestricted
discretion Bank considers such sale necessary for its
protection.
Any such sale may be made in the manner hereinafter provided
for
the sale of collateral security without prior demand for margin
or
additional margins or for payment on account or notice of sale
or
intention to sell or any other demands or notices whatsoever;
the
making of any such demands or the giving of any such notices in
any
one or more instances shall not constitute a waiver of the right
of
Bank to sell said collateral security as herein provided without
any
demand or notice whatsoever or of the right of, Bank to
accelerate
the maturity of said Liabilities as herein provided.
If Guarantor shall fail to perform any agreement contained herein
or
contained in any security document or other agreement delivered
by
Guarantor to
