GUARANTEE

               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 bank (and the op