8-K

              SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                          FORM 8-K
                      CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 30, 2008


             SCIENTIFIC INDUSTRIES, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)

Delaware		000-6658          04-2217279
______________    ____________      __________________
(State or other   (Commission       (IRS Employer No.)
jurisdiction of    File Number)
incorporation)

                     70 Orville Drive
                  Bohemia, New York 11716
______________________________________________________
   (Address of principal executive offices)


                       (631) 567-4700
______________________________________________________
Registrant's telephone number, including area code


                       Not Applicable
______________________________________________________
(Former name or former address,
if changed since last report)

ITEM 1.01.	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

A.  On October 30, 2008, Capital One, N.A. (the "Bank"), the successor
to North Fork Bank, agreed to extend to the Registrant a $500,000 line
of credit expiring November 1, 2009. The revolving loan to be extended
thereunder will bear interest at the Bank's prime rate which as of
October 30, 2008 was 4%.  Each of Registrant's subsidiaries,
Altamira Instruments, Inc and Scientific Packaging Industries, Inc.,
(the "Guarantors") have guaranteed Registrant's obligations thereunder.
Registrant and the Guarantors have granted the Bank  security interests
in all of their assets.  The line of credit replaces a $200,000 line of
credit previously extended by North Fork Bank.

In the event of a default the Bank may declare the entire unpaid balance
of the loan due and payable.  Interest during the default period will
increase to 5% above prime.  Registrant has agreed that it will not
incur or create any additional debt during the loan period of any nature
without first having received the prior written consent of the Bank,
which consent may not be unreasonably withheld.

A default is defined to include in addition to standard types such as
payment default, a breach of a representation, warranty,  covenant or
condition and a bankruptcy event, the  failure to to have sufficient
funds in its account for a loan payment, the happening of any event
which in the judgment of the Bank affects Registrant's or a Guarantor's
ability to repay or the value of any collateral and failure to provide
any financial information requested or to permit an examination of its
books or records.

B.    On October 30, 2008, Registrant's subsidiary, Altamira Instruments,
Inc.("Altamira") entered into an Amended Employment Agreement with Mr.
Brookman March.  The agreement supercedes his prior employment agreement
dated November 30, 2006.  The new agreement provides for his employment
as President and Director of Sales and Marketing of Altamira for the
period ended November 30, 2010 which may be extended by mutual consent
for an additional year but not beyond November 30, 2012.  It provides
for a salary of $115,000 during the 12 months ended November 20, 2009
and $121,900 during the next 12 months, with the Company having the
right to pay the $6,900 increase in salary in cash or options to
purchase shares of Common Stock of Registrant.  The Board of Directors
of Altamira will also have the sole and absolute discretion to pay him
a bonus each year in recognition of his services and the results of
operations of Altamira.

ITEM 9.01.	FINANCIAL STATEMENTS AND EXHIBITS

(a) and (b) not applicable

(c) Exhibits


Exhibit No.		Exhibit
___________		_______
10A-1	(a)   The Promissory Note of Registrant to Capital One, N.A.
	(b)	The Security Agreement of Registrant
	(c)	The Guaranty of Altamira Instruments, Inc.
	(d)	The Security Agreement of Altamira Instruments, Inc.
      (e)   The Guaranty of Scientific Packaging Industries, Inc.
	(f)	The Security Agreement of Scientific Packaging Industries, Inc.

10A-2		The Amended Employment Agreement between Altamira Instruments,
            Inc. and Brookman March


                       SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                        SCIENTIFIC INDUSTRIES, INC.
                                        (Registrant)


Date:	October 30, 2008

                                        By: /s/ Helena R. Santos
                                        ________________________
                                        Helena R. Santos,
                                        President and Chief Executive
 						    Officer

EX-10

                     CAPITAL ONE, N.A.
                      PROMISSORY NOTE


BORROWER: Scientific Industries, Inc.

PRINCIPAL:  $500,000.00                       DATE: 10/30/08

PROMISE TO PAY: The undersigned, jointly and severally if more than one
signer, does hereby promise to pay to the order of CAPITAL ONE, N.A.
(the "Bank") at its offices at 275 Broadhollow Rd., Melville, New
York, or at any of its branches, the sum of Five Hundred Thousand and
00/100 ($500,000.00) DOLLARS or the aggregate unpaid principal amount
of all advances made to the undersigned by the Bank, whichever is less,
plus interest thereon, in the manner set below. Interest will begin to
accrue on the date funds are actually disbursed.

RATE AND PAYMENT: Interest only on the unpaid principal balance hereof
at the rate of the Bank's Prime Rate per annum payable on December 1,
2008 and on the 1st day of each month thereafter until  November 1, 2009
when all unpaid principal and interest shall be due in full.

All payments shall be made by automatic debit from an account
maintained  at  the  Bank  (Account #6924013102) in which Borrower
shall maintain balances sufficient to pay the monthly payments.
Such debit will occur on each monthly payment due date, as specified
above.  If a monthly payment due date falls on a Saturday, Sunday or
holiday, the next business day will become the monthly payment due date.

Payments shall be applied first to interest on unpaid principal balances
to the monthly payment due date or the date payment is received by the
Bank, whichever is later, and then to reduction of principal.  If the
interest rate is based on the Bank's announced Prime Rate, the interest
rate shall change when the Prime Rate changes and nothing herein shall
prevent the Bank from loaning money at less than Prime on such terms
and conditions as it deems advisable. Interest shall be calculated on
a 360-day year and actual number of days elapsed.

GRID NOTE: The Borrower may borrow, repay in whole or in part, and
reborrow on a revolving basis amounts up to $500,000.00.   However,
the Bank reserves the right to make or decline any request for an
advance in its sole discretion and may condition the availability of
an advance upon, among other things, the maintenance of a satisfactory
financial condition.  Borrower authorizes the Bank to keep a record of
the amounts and dates of all advances and repayments hereunder, which
record shall, in the absence of manifest error, be conclusive as to the
outstanding principal amount due hereunder; provided, however, that the
failure to record any advance or repayment shall not limit or otherwise
affect the obligation of Borrower under this Note.

PREPAYMENT: Prepayment in whole or in part may be made at any time
without penalty. Any prepayment will be applied in inverse order of
maturity and will not defer the payment schedule.

RIGHT OF OFFSET: If any payment is not made on time, or if the entire
balance becomes due and payable and is not paid, all or part of the
amount due may be offset out of any account or other property which the
undersigned has at the Bank or any affiliate of the Bank without prior
notice or demand.  This provision is in addition to and not in limitation
of any right of common law or by statute.

DEFAULT INTEREST RATE: The unpaid principal sum due under this Note shall
bear interest at a rate equal to five (5%) per centum above the Rate set
forth above on and after the occurrence of any event of default and until
the entire principal sum hereof has been fully paid, both before and after
the entry of any judgment with respect to such event, but in no event shall
the rate either before or after the occurrence of an event of default
exceed the highest rate of interest, if any, permitted under applicable
New York or Federal Law.

LATE CHARGES: Undersigned will pay a charge of 4% of the amount of any
payment which is not made within 10 days of when due, or, if applicable,
which cannot be debited from its account due to insufficient balance on
the due date.

SECURITY:  A security interest in and assignment and pledge of all monies,
deposits, or other sums now or hereafter held by the bank on deposit,
in safekeeping, transit or otherwise, at any time credited by or due from
Bank to the undersigned, or in which the undersigned shall have an interest.

This Note is secured by all personal property now owned or hereafter
acquired by the Borrower and Corporate Guarantors in name of Scientific
Packaging Industries, Inc. and Altamira Instruments, Inc. including but not
limited to  all  goods, consumer  goods,  farm  products,  inventory,
equipment,  furniture, fixtures,  money, instruments, accounts, accounts
receivable, contract rights, documents, chattel paper and general
intangibles, all of which collectively is the "collateral".

All products of Collateral and all additions and accessions to,
replacements of, insurance or condemnation proceeds of, and documents
covering Collateral, all property received wholly or partly in trade or
exchange for Collateral, all leases of Collateral and all rents, revenues,
issues, profits and proceeds arising from the sale, lease, encumbrance,
collection, or any other temporary or permanent disposition, of the
Collateral or any interest therein.

FINANCIAL REPORTING: Upon the request of the Bank, the Borrower shall
furnish financial information to the Bank, which may include, but shall
not be limited to, annual financial statements of Borrower and any
guarantors in form and substance satisfactory to the Bank and signed
copies of all tax returns.

FINANCIAL COVENANTS: The Borrower and or Guarantor (the "Parties")
hereby agree that as long as the commitment remains in effect, the
promissory note together with accrued interest thereon remains unpaid, and
any other amounts, including but not limited to late charges and fees, are
due and owing to the Bank, the Parties shall maintain at all times, the
following financial covenants measured in accordance with generally accepted
accounting principles ("GAAP") consistently applied:

The Borrower shall be prohibited from creating or incurring any additional
debt of any nature without first having received prior written consent of
the Bank, which consent will not be unreasonably withheld.

In addition to the foregoing, during the term of this loan, Borrower will
repay all principal and interest outstanding so that no amounts are
outstanding hereunder for a period of not less than 30 consecutive days.

BANKING RELATIONSHIP: Borrower agrees to utilize the Bank as its primary
depository bank during the term of the Note.

DEFAULT: The Bank may declare the entire unpaid balance of the Note due and
payable on the happening of any of the following events:
             (a) Failure to pay any amount required by this Note when due,
or any other obligation owed to the Bank by undersigned or any Guarantor, or,
if applicable, failure to have sufficient funds in its account for loan
payments to be debited on the due date;
             (b) Failure to perform or keep or abide by any term, covenant
or condition contained in this Note, any Guaranty or any other document
given to the Bank in connection with this loan;
             (c) The filing of a bankruptcy proceeding, assignment for the
benefit of creditors, issuance of a judgment execution, garnishment, or
levy against, or the appointment of a representative of any kind for the
commencement of any proceeding for relief from indebtedness by or against
the undersigned or any Guarantor;
             (d) The happening of any
event which, in the judgment of the Bank, adversely affects Borrower's or
Guarantor's ability to repay or the value of any collateral;
             (e) If any written representation or statement made to the
Bank by Borrower or Guarantors is untrue;
             (f) If any written representation or warranty made to the
Bank by Borrower or Guarantors is breached;
             (g) The occurrence of a default under any Guaranty or any
other document or instrument given to the Bank in connection with the loan;
             (h) Death or inability to manage the affairs of any individual
borrower or guarantor; dissolution or a change in composition of a partnership
borrower; dissolution, merger, or consolidation of a corporate borrower;
             (i) Failure to provide any financial information on request or
permit an examination of books and records.

Notwithstanding the foregoing, the balance of this Note shall become
immediately due and payable upon the occurrence of any of the events set
forth in (c) above, and, if this is a demand note, the Bank may declare the
balance of this Note due at any time.

ATTORNEYS FEES: In the event the Bank retains counsel with respect to
enforcement of this Note or any other document or instrument given to the Bank,
the undersigned agrees to pay the Bank's reasonable attorneys fees (whether or
not an action is commenced and whether or not in the court of original
jurisdiction, appellate court, bankruptcy court, or otherwise).

MISCELLANEOUS:  Delay or failure of the Bank to exercise any of its rights
under this Note shall not be deemed a waiver thereof.  No waiver of any
condition or requirement shall operate as a waiver of any other or subsequent
condition or requirement.  The Bank or any other holder of this Note does not
have to present it before requiring payment.  The undersigned waives trial by
jury with respect to any action arising out of or relating to this Note.  This
Note may not be modified or terminated orally. This Note shall be governed by
the laws of the State of New York without regard to its conflicts of laws rules.
The undersigned irrevocably consents to the jurisdiction and venue of the New
York State Supreme Court, Suffolk County in any action concerning this note.
The Bank may accept partial payments marked "in full" without waiving any of
its rights hereunder. Any payments made after maturity or acceleration will
not reinstate the Note. This Note is binding upon the undersigned, its heirs,
successors and assigns.

RESTATED NOTE:

IN WITNESS WHEREOF, the undersigned has signed this note on the 30th day of
October 2008.


                                      Scientific Industries, Inc.

                                By:  /s/Helena R. Santos, Robert P. Nichols
                                     ______________________________________

EX-10

                    Amended Employment Agreement

	This Amended Employment Agreement dated as of October 30th, 2008 is
agreed to by and between ALTAMIRA INSTRUMENTS, INC, a Delaware corporation
(the "Company"), and BROOKMAN P. MARCH, who resides at 105 Cambridge Court,
Harwick, Pennsylvania 15049 ("March").

                             WITNESSETH:

	WHEREAS, the Company has employed March as described in the Employment
Agreement dated November 30, 2006 (the "Employment Agreement"); and
	WHEREAS, the Company and March desire to amend the Employment
Agreement as set forth in this Amended Employment Agreement ("Amended
Agreement") which commencing December 1, 2008, except for Paragraph 1 which
commencing the date hereof, will supersede all provisions of the Employment
Agreement.

	NOW, THEREFORE, it is hereby agreed as follows:

	1.	Employment:  The Company hereby continues the employment of
March for the Term as defined in Paragraph 2 below to perform the duties
described in Paragraph 3 hereof, as President and Director of Sales and
Marketing of Altamira Instruments, Inc.  The Company agrees that March
as President shall be deemed an officer of the Company within the meaning
and shall be entitled to the rights to indemnification provided to officers
of the Company pursuant to its By-laws.

	2.	Employment Term:  The term of this Amended Agreement shall begin
on the date after the date of expiration of the Employment Agreement
("Effective Date") and shall continue through November 30, 2010.  It may
continue thereafter for additional one-year terms but not beyond November
30, 2012 with the mutual consent of the Company and March, which shall be
evidenced in writing 90 days or more prior to the end of the previous term.
The period of employment from the date hereof until the last date of
employment (the "Termination Date") pursuant to this Agreement is herein
referred to as the "Term".

      3.	Employee Duties:  March shall devote his full time and
attention to the business and affairs of the Company, and any subsidiaries,
performing duties substantially similar to the duties he has performed
during the 12-month period ended the date of execution of this Amended
Agreement, as well as such additional duties reasonably designated
by the Chief Executive Officer of the Company (the "CEO"), with limits of
authority clearly designated.  March shall report directly to the CEO.
March will perform his duties at the office of the Company in Pittsburgh,
Pennsylvania or at such offsite locations as March may reasonably determine
his duties may be performed including travel from time to time, as is
reasonable and customary.

	4.	Salary:  As compensation hereunder for the duties set forth in
Paragraph 3, March shall be paid by the Company a salary at the rate of
$110,000 per annum during the 12 months ended November 30, 2008; $115,000
per annum during the 12 months ended November 30, 2009, which shall increase
by $6,900 to $121,900 during the 12 months ended November 30, 2010.
Subject to March's written consent, the Company may pay all or a portion of
the $6,900 increase by the issuance of options to purchase shares of the
Common Stock of Scientific Industries Inc., the parent of the Company ("SI").
At the sole and absolute discretion of the Board of Directors, the Company
may pay March a bonus in addition to the annual compensation in recognition
of his services and the results of the Company's operation for the year.
March shall be eligible to be granted stock options under the Scientific
Industries Stock Option Plan or any other plan SI may adopt.

	5.  	Expenses:   March is authorized to incur reasonable and
necessary expenses in connection with the discharge of his duties and in
promoting the business of the Company.  The Company will provide March with,
or reimburse him for, a cellular phone, all expenses incurred for operating
a laptop computer and wireless connection and suitable software thereon, home
fax, an American Express Card annual fee, and dues for membership in one
related professional organization, upon presentation on a timely basis of
a properly itemized account of such expenditures.  All equipment provided
to Employee by the Company is the property of the Company.

	6.	Other Benefits:

		a.	During the Term, March shall be entitled to receive
from the Company such medical, hospital, dental, life and disability
benefits consistent with those provided to other employees of the Company
or of SI.

		b.	March shall accrue annual vacation of 3 weeks during
each 12-month period during the Term.

	7.	Termination:

		a.	In the event of March's death during a Term under this
Amended Agreement, this Amended Agreement shall terminate automatically
as of the date of death, except with respect to any accrued but unsatisfied
obligation as to salary, benefits and expense reimbursement to the date
of death.

		b.	In the event of March's Disability (as hereinafter
defined) during the Term and continuing for thirty (30) consecutive
calendar days or sixty (60) calendar days in the aggregate during any
twelve (12) consecutive months, the Company shall have the right, by
written notice to March, to terminate this Amended Agreement as of the
date of such notice, except (i) Paragraphs 8 and 9 shall remain in full
force and effect, and (ii) with respect to any accrued but unsatisfied
obligation as to salary, benefits and expense reimbursements under this
Agreement to the date of such termination.  "Disability" for the purposes
of this Agreement shall mean March's physical or mental disability so as
to render him incapable of carrying out his essential duties under this
Agreement.

		c.	The Company has the right to discharge March and
terminate this Amended Agreement for any reason.  If such termination
is made, notice in writing shall be given as set forth in Paragraph 12.
If such termination is other than for Cause as defined in Paragraph 7(d),
the Company shall pay to March severance payments equal to one year's salary
at the rate of the compensation March is receiving at the time of termination.
All such severance payments shall be payable bimonthly over the following 12
months and March shall receive the benefits set forth in Paragraph 6,
subsection a, for a period of two years from termination.

		d.	The Company shall have the right to discharge March and
terminate this Agreement, except Paragraphs 8 and 9 shall remain in full
force and effect, for Cause (as hereinafter defined) upon the failure of
March to cure the Cause by the end of the 30 day period following delivery
of written notice of such termination to March setting forth the Cause. For the
purpose of this Agreement, "Cause" shall mean (i) conviction of a felony or
(ii) gross neglect or gross misconduct (including conflict of interest) in
the carrying out of March's duties under this Agreement.  In the event of a
termination by the Company pursuant to this Paragraph 7(d), the Company shall
not be under any further obligation to March hereunder except to pay March,
subject to the rights and remedies of the Company under the circumstances,
(x) salary and benefits accrued and payable up to the date of such termination,
and (y) reimbursement for expenses accrued and payable under Paragraph 5
hereof through the date of termination.

		e.	March may terminate this Amended Agreement for any reason
or no reason upon 90 days written notice in as set forth in Paragraph 12, and
all compensation and benefits shall cease upon the date of such notice.

	8.	Non-Competition:

		a.	Subject to the Company not then being in default of its
obligations under this Agreement, March agrees that for a period ending on
a date which is two years following the last day of his employment by the
Company or a subsidiary of the Company (the "Non-Competition Period"),
he shall not:

i.	engage directly or indirectly in the "Restricted Area" as defined
below in the business of developing, producing, marketing or
selling catalytic research instruments or components, laboratory
equipment products or items which the Company during the Term
has advised March it, its subsidiary or SI, intends to produce or sell
(collectively the "Non-Competition Activities") or;

ii.	perform services (including without limitation as an employee,
independent contractor, officer, director or consultant) for, or
otherwise be engaged by or have any financial interest in or
affiliation with any individual corporation, partnership or any other
entity involved in the Non-Competition Activities ("Competitor
Entity") or;

iii.	own, along with his affiliates, including parents, siblings and
members of their families, directly or indirectly (the "March
Group"), at least 2% in the aggregate of the outstanding equity
interests of any Competitor Entity; provided, however, that nothing
contained in this Paragraph 8(a) shall prevent March from
purchasing as an investment securities of any corporation whose
securities are regularly traded on any national securities exchange
or in the over-the-counter market if such purchase would not result
in the March Group owning at the time of the purchase more than
3% of the outstanding equity interests of the Competitor Entity.

iv.	Restricted Area shall mean the United States or any other
nation in which the Company or subsidiary engages or, to his knowledge,
intends to engage in a Non-Competition Activity.

		b.	During the Non-Competition Period and subject to
the Company's not being in breach of the terms of this Agreement, March
shall not solicit or induce any employee of the Company or a subsidiary,
to leave its employ.

		c.	If the final judgment of a court of competent
jurisdiction declares that any term or provision of Paragraphs 8(a) or
(b) above, is invalid or unenforceable, the parties to this Agreement
agree that the court making the determination of invalidity or
unenforceability shall have the power to reduce the scope, duration or area
of the term or provision, to delete specific words or phrases, or to
replace any invalid or unenforceable term or provision with a term or
provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision,
and this Agreement shall be enforceable as so modified.

	9.	Confidential Information.

		a.	March agrees that during and after the Term he will not,
directly or indirectly, disclose to any person, or use or otherwise
exploit for the benefit of March or for the benefit of anyone other than the
Company, any Confidential Information (as defined in Section 9(c)).  March
shall have no obligation hereunder to keep confidential any Confidential
Information if and to the extent disclosure thereof is specifically required
by law; provided, however, that in the event disclosure is required by
applicable law, March shall provide the Company with prompt notice of such
requirement, prior to making any disclosure, so that the Company may seek an
appropriate protective order.

		b.	At the request of the Company, March agrees to deliver to
the Company, at any time during the Term, or thereafter, all Confidential
Information which March may possess or control.  March agrees that all
Confidential Information of the Company (whether now or hereafter existing)
conceived, discovered or made by March during the Term exclusively belongs
to the Company (and not to March).  March will promptly disclose such
Confidential Information to the Company and perform all actions reasonably
requested by the Company to establish and confirm such exclusive ownership.

		c.	"Confidential Information" means any confidential
information including, without limitation, any patent, patent application,
copyright, trademark, trade name, service mark, service name, "know-how",
trade secrets, customer lists, vendor lists, customer pricing or terms,
details of client or consultant contracts, pricing policies, cost
information, operational methods, marketing plans or strategies, product
development techniques or plans, business acquisition plans or any portion
or phase of any business, scientific or technical information, ideas,
discoveries, designs, computer programs (including source or object codes),
processes, procedures, formulae, improvements, information relating to
the products currently being sold, developed or contemplated, by the Company,
or which hereinafter may be sold, developed or contemplated, by the Company
through the date of termination of March's employment, including, but not
limited to, catalytic research instruments, mixers, including vortex mixers,
rotating, shaking or oscillating apparatus; thermoelectric apparatus; or any
industrial or laboratory processes, apparatus or equipment relating thereto
(the "Products") or other proprietary or intellectual property of the Company,
whether or not in written or tangible form, and whether or not registered,
and including all memoranda, notes, summaries, plans, reports, records,
documents and other evidence thereof.  The term "Confidential Information"
does not include, and there shall be no obligation hereunder with respect to,
information that becomes generally available to the public other than as a
result of a disclosure by March not permissible hereunder.

	10.	Key Man Insurance.  March agrees to cooperate with the Company
obtaining and maintaining during the Term at its expense a term insurance
policy on his life with the Company as the sole beneficiary in such principal
amount as may be determined by the Board of Directors of the Company, currently
anticipated to be $350,000.

	11.	For Hire.  The Company shall own forever and throughout the world
all rights of any kind or nature now or hereafter known in and to all of the
product of March's employment hereunder in any capacity and any and all parts
thereof relating to the Company's line of business as conducted during any
period of March's employment, including, without limitation, patents
(exclusively during the current and renewed or extended term of the patent
issued anywhere in the world and thereafter, non-exclusively), trade names,
trademarks, copyrights and all other property or proprietary rights in or to
any ideas, concepts, designs, drawings, plans, prototypes or any other
similar creative works and to the product of any or all of such services,
March acknowledging and agreeing that for the foregoing purposes, March
is performing his services as the Company's employee-for-hire.  Without
limiting the generality of the previous sentence, March acknowledges and
agrees that all memoranda, notes, records and other documents made or
compiled by March or made available to March during his employment by the
Company concerning the business of the Company  or SI and their respective
subsidiaries shall be the property of the Company or SI, as the case may be,
and shall be delivered by March to the Company, upon termination of
this Agreement or at any other time at the Company's request.

	12. 	 Notices. Any notices pertaining to this Amended Agreement if
to the Company shall be addressed to Altamira Instruments Inc., c/o Scientific
Industries Inc., 70 Orville Drive, Bohemia, New York, 11716, attention: Chief
Executive Officer, with a copy of any notice to the Company to be sent to Leo
Silverstein, Esq., Reitler Brown & Rosenblatt LLC, 800 Third Avenue, New York,
New York 10022 and if to March shall be addressed to him at his address stated
in the opening Paragraph of this Addendum, with a copy of any notice to March
to be sent to Schnader Harrison Segal & Lewis LLP, Attention:  Jeffrey W.
Letwin, Esq. 2700 Fifth Avenue Place, 120 Fifth Avenue, Pittsburgh,
Pennsylvania 15222-3010.  All notices shall be in writing and shall be deemed
duly given if personally delivered or sent by registered or certified mail,
overnight or express mail or by telefax.  If sent by registered or certified
mail, notice shall be deemed to have been received and effective three days
after mailing; if by overnight or express mail or by telefax, notice shall be
deemed received the next business day after being sent.  Any party may change
its address for notice hereunder by giving notice of such change in the manner
provided herein.

	13.	Entire Agreement.  This Amended Agreement and the Employment
Agreement contain the entire agreement of the parties respecting the subject
matter contained herein. Where the terms of the Amended Agreement conflict
with the Employment Agreement, the Amended Agreement will be deemed
controlling.  No modification of any provision hereof shall be effective
except by a written agreement signed by the parties hereto.  This Amended
Agreement may be executed in counterparts (each of which may be transmitted
via facsimile) with the same effect as if all parties had signed the same
document, and all counterparts shall be construed together and shall
constitute the same instrument.

	14.	Miscellaneous.

		a.	This Amended Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania applicable
to contracts entirely made and performed therein.

		b.	This Amended Agreement shall be binding upon and inure to
the benefit of the parties, their respective successors, heirs and assigns
(where permitted).

		c.	The waiver by one party hereto of any breach by the other
(the "Breaching Party") of any provision of this Agreement shall not operate
or be construed as a waiver of any other (prior or subsequent) breach by the
Breaching Party, and waiver of a breach of a provision in one instance shall
not be deemed a waiver of a breach of such provision in any other
circumstance.

IN WITNESS WHEREOF, the parties hereto have signed this Amended Agreement as
of the year and date first above written.

						ALTAMIRA INSTRUMENTS, INC.,

						By  s/s Helena R. Santos
                                    ________________________
						Name: Helena R. Santos
						Title: Chief Executive Officer

						BROOKMAN P. MARCH

						/s/ Brookman P. March
                                    ______________________

EX-10

                          SECURITY AGREEMENT

OWNER OF
COLLATERAL: Scientific Industries, Inc.
70 Orville Drive, Bohemia, NY 11716-2547

DESCRIPTION OF COLLATERAL: The undersigned borrower ("Borrower")
hereby grants to Capital One, N. A. (the "Bank") a security interest
(see Right to Repossess Section below for explanation of "security
interest") in the following described collateral ("Collateral"):

All Assets of the Borrower perfected through UCC-1 lien filings.

OBLIGATIONS: The obligations that this agreement is to secure are:
1.  The amount of $500,000.00, which amount represents a loan made
on even date herewith by the Bank to Borrower, as evidenced by a
certain note dated as of even date herewith executed by Borrower
promising, among other things, to pay the Bank, together with
interest due and extensions and renewals thereof, plus all costs
of collection in the event of default, including attorney's fees.
2. Any and all other liabilities of Borrower to the Bank under this
agreement.
3. Any and all other liabilities of Borrower to the Bank, direct
or indirect, absolute or contingent, present or future, due or to
become due.  Borrower agrees to promptly pay all obligations
when due.
STATEMENT OF OWNER:  Borrower states and promises that:
1.  The Collateral is bought or used primarily for: [  ]Personal,
family of household purposes; [  ]Farming operations;
[ X ]Business, and, if checked here, [  ]is being acquired with
the proceeds of a loan signed at the same time as this agreement
and the Bank may pay those proceeds directly to the seller of
the Collateral.
2.  The Collateral is or is to be located at Borrower's address
shown above (or at____________________).
(Address if Collateral is to be kept elsewhere)
3.  The Collateral will not be attached to real estate unless
indicated here:
______________________________________________
(Description of real estate by Street, Number,
______________________________________________
(Town or City, County & State)
______________________________________________
(Name and address of owner of real estate)

If the Collateral is to be attached to real estate and if the Bank requests
it, Borrower agrees to furnish the Bank with statements signed and
notarized by everybody who has an interest in that real estate stating that
they claim no interest in the Collateral. Borrower gives the Bank permission
to file a financing statement (notice of the Bank's security interest filed
for public record) covering the Bank's security interest without Borrower's
signature on it. Upon request of the Bank, Borrower will pay all filing fees
to protect the Bank's security interest on the Collateral. The Bank may charge
those fees to any account Borrower has with the Bank.
INSURANCE REQUIREMENTS: Borrower will keep the Collateral insured against
fire, including so-called extended coverage, theft and if the Collateral
is a motor vehicle, Borrower will also maintain $500 deductible collision
insurance. The limits and terms of the coverage and the insurance company
must be satisfactory to the Bank. If the Bank requires additional insurance
on the Collateral, Borrower will obtain and maintain the additional coverage.
The Bank shall be named as the loss payee (the person who gets the money to
pay for damages) on all insurance policies.  BORROWER SHALL HAVE THE RIGHT
TO CHOOSE THE PERSON THROUGH WHOM SUCH INSURANCE IS TO
BE OBTAINED.  Borrower authorizes the Bank to act in my behalf to make,
adjust or settle any insurance claim covering the Collateral.  Borrower also
authorizes the Bank to sign any checks on my behalf received as a result of
an insurance claim.
EVENTS OF DEFAULT: Borrower will have possession and use of the Collateral
unless one of the following events occurs:
1.  If one of the "Secured Loans or Obligations" is not paid as required or
if one of the promises made in one of the "Secured Loans or Obligations"
or in this agreement is broken; or 2.  If Borrower, or any other person
whose debt this secures, have made any false or misleading statement(s)in
connection with this agreement; or 3.  If Borrower, or any person whose debt
this secures, files bankruptcy or if any proceeding is instituted to seek
relief from Borrower's debts; or 4.  If Borrower, or any other person whose
debt this secures, dies or becomes legally unable to manage its affairs; or
5. If any motor vehicle is used for collateral and the Bank's namee does not
appear as the only "lienholder" on any certificate of title issued now or in
the future; or 6.  If the Collateral is lost or damaged without adequate
insurance coverage, or sold, or given away, or seized; or 7.  If something
else happens that the Bank reasonably feels affects Borrower's ability to
pay the unpaid balance.
RIGHT TO REPOSSESS: Borrower gives the Bank a security interest in the
Collateral which means that after Borrower defaults (see Events of Default
section), the Bank can repossess (take ) the Collateral, sell it and apply
the proceeds to the balance of what Borrower owes the Bank after deducting
the Bank's reasonable repossession, storage, repair, preparation for sale
and selling expenses. The Bank may enter, without demand or notice, upon any
premises where the Collateral may be found and take possession of and
remove the Collateral. The Bank will send 7 days notice by mail of any sale
of the Collateral. Borrower can still recover the Collateral before the Bank
sells it by paying any amounts past due under th is agreement and any charges
you are entitled to.  To recover any articles Borrower claims are not part
of the Collateral but were contained in the Collateral, Borrower must notify
the Bank within 7 days after repossession. Failure to claim and take
possession of these items promptly will be an abandonment of them.  If the
sale does not cover all that Borrower owes, Borrower will be responsible for
the amount still owed. If there is any surplus money, it will be refunded to
Borrower.
PROTECTING THE COLLATERAL:  Borrower promises that:
1.Borrower is now the owner of the Collateral or will immediately become the
owner of the Collateral. 2.  The Collateral is now and will be maintained in
good working order and repair. 3.  The Collateral is now and will be kept free
from any other lien or legal claim against it.  4.  Borrower will not sell or
offer to sell, transfer, lease, abandon or encumber (use as collateral
elsewhere) any of the Collateral.  Borrower will not remove it from Delaware
State for more than 30 days without the Bank's consent. Borrower will
not use it, or permit its use, in any illegal act. 5.  Borrower will
immediately notify the Bank in writing of any loss or damage to the Collateral.
6.If the Collateral is a motor vehicle, Borrower will have the Bank's name
listed as the "Lienholder" on any certificate of title issued now or in the
future. 7.  Borrower will promptly pay all taxes and assessments on the
Collateral. 8. If the owner is a corporation, owner and officer executing
this agreement certify that all necessary corporate action has been taken to
authorize this agreement to be signed.
WAIVERS AND RELEASES: The Bank can waive or delay enforcing any of its rights
without losing them. The Bank can waive or delay enforcing a right as to
Borrower or any other borrower without waiving it as to others. Also, the Bank
can release any Collateral or release one borrower from its responsibility
under this agreement without releasing the others. The Bank need not give
notice of any waiver, delay, release, or default to anyone. If any provision
of this agreement is found invalid, the remaining provisions shall remain in
full force and effect.  The Bank's failure to properly file financing
statements against the Collateral will not affect Borrower's obligationsto
the Bank.

Scientific Industries, Inc.
/s/Helena R. Santos, Robert P. Nichols                10/30/08
________________________________________________ Date:_________________
Borrower acknowledges receipt of a copy of this Security Agreement and
agrees with the terms.

EX-10

                     SECURITY AGREEMENT


OWNER OF
COLLATERAL: Altamira Instruments, Inc.
149 Delta Drive, Ste. 200, Pittsburgh PA 15238-2805
______________________________________________________________________

DESCRIPTION OF COLLATERAL: The undersigned as guarantor ("Guarantor"),
to secure the debt of Scientific Industries, Inc. ("Borrower"),
hereby grants to Capital One, N.A. (the "Bank") a security interest
(see Right to Repossess Section below for explanation of "security interest")
in the following described collateral ("Collateral"):  See
Attached Schedule"A"

OBLIGATIONS: The obligations that this agreement is to secure are:
1. The amount of $500,000.00, which amount represents a loan made on even date
herewith by the Bank to Borrower, as evidenced by a certain note dated as of
even date herewith executed by Borrower promising, among other things, to pay
the Bank, together with interest due and extensions and renewals thereof,
plus all costs of collection in the event of default, including attorney's
fees. 2. Any and all other liabilities of Borrower to the Bank under this
agreement.
3. Any and all other liabilities of Borrower to the Bank, direct or indirect,
absolute or contingent, present or future, due or to become due. Borrower
agrees to promptly pay all obligations when due.

STATEMENT OF OWNER: Owner states and promises that:
1. The Collateral is bought or used primarily for: [  ]Personal, family of
household purposes; [  ]Farming operations;  [ X ]Business, and, if checked
here, [  ] is being acquired with the proceeds of a loan signed at the same
time as this agreement and the Bank may pay those proceeds directly to the
seller of the Collateral.
2. The Collateral is or is to be located at address shown above
(or at ____________________).
(Address if Collateral is to be kept elsewhere)
3. The Collateral will not be attached to real estate unless indicated here:
_____________________________________
(Description of real estate by Street, Number,
_____________________________________
(Town or City, County & State)
_____________________________________
(Name and address of owner of real estate)

If the Collateral is to be attached to real estate and if the Bank requests it,
Guarantor agrees to furnish the Bank with statements signed and notarized by
everybody who has an interest in that real estate stating that they claim no
interest in the Collateral. Guarantor gives the Bank permission to file a
financing statement (notice of the Bank 's security interest filed for public
record) covering the Bank's security interest without Guarantor's signature on
it. Upon request of the Bank, Guarantor or Borrower will pay all filing fees to
protect the Bank's security interest on the Collateral. The Bank may charge
those fees to any account Guarantor or Borrower has with the Bank.
INSURANCE REQUIREMENTS: Guarantor will keep the Collateral insured against
fire, including so-called extended coverage, theft and if the Collateral is a
motor vehicle, Guarantor will also maintain $500 deductible collision insurance.
The limits and terms of the coverage and the insurance company must be
satisfactory to the Bank. If the Bank requires additional insurance on the
Collateral, Guarantor will obtain and maintain the additional coverage. The
Bank shall be named as the loss payee (the person who gets the money to pay for
damages) on all insurance policies. GUARANTOR SHALL HAVE THE RIGHT TO CHOOSE THE
PERSON THROUGH WHOM SUCH INSURANCE IS TO BE OBTAINED. Guarantor authorizes the
Bank to act in my behalf to make, adjust or settle any insurance claim covering
the Collateral. Guarantor also authorizes the Bank to sign any checks on my
behalf received as a result of an insurance claim.
EVENTS OF DEFAULT: Guarantor will have possession and use of the Collateral
unless one of the following events occurs:
1.If one of the "Secured Loans or Obligations" is not paid as required or if
one of the promises made in one of the "Secured Loans or Obligations" or in
this agreement is broken; or 2. If Borrower, or any other person whose debt
this secures, have made any false or misleading statement(s) in connection
with this agreement; or 3. If Borrower, or any person whose debt this secures,
files bankruptcy or if any proceeding is instituted to seek relief from
Borrower's debts; or 4. If Borrower, or any other person whose debt this
secures, dies or becomes legally unable to manage its affairs; or 5. If any
motor vehicle is used for collateral and the Bank's name does not appear as
the only "lienholder" on any certificate of title issued now or in the future;
or 6. If the Collateral is lost or damaged without adequate insurance coverage,
or sold, or given away, or seized; or 7. If something else happens that the Bank
reasonably feels affects Borrower's ability to pay the unpaid balance.  RIGHT TO
REPOSSESS: Guarantor gives the Bank a security interest in the Collateral which
means that after Borrower defaults (see Events of Default section), the Bank can
repossess (take) the Collateral, sell it and apply the proceeds to the balance
of what Borrower owes the Bank after deducting the Bank's reasonable
repossession, storage, repair, preparation for sale and selling expenses. The
Bank may enter, without demand or notice, upon any premises where the Collateral
may be found and take possession of and remove the Collateral. The Bank will
send 7 days notice by mail of any sale of the Collateral. Guarantor can still
recover the Collateral before the Bank sells it by paying any amounts past due
under this agreement and any charges you are entitled to. To recover any
articles Guarantor claims are not part of the Collateral but were contained in
the Collateral, Guarantor must notify the Bank within 7 days after repossession.
Failure to claim and take possession of these items promptly will be an
abandonment of them. If the sale does not cover all that Borrower owes,
Guarantor will be responsible for the amount still owed. If there is any surplus
money, it will be refunded to Guarantor.
PROTECTING THE COLLATERAL: Guarantor promises that:
1. Guarantor is now the owner of the Collateral or will immediately become the
owner of the Collateral. 2. The Collateral is now and will be maintained in
good working order and repair. 3. The Collateral is now and will be kept free
from any other lien or legal claim against it. 4. Guarantor will not sell or
offer to sell, transfer, lease, abandon or encumber (use as collateral
elsewhere) any of the Collateral. Guarantor will not remove it from Delaware
State for more than 30 days without the Bank's consent. Guarantor will not
use it, or permit its use, in any illegal act. 5. Guarantor will immediately
notify the Bank in writing of any loss or damage to the Collateral. 6. If the
Collateral is a motor vehicle, Guarantor will have the Bank's name listed as
the "Lienholder" on any certificate of title issued now or in the future.
7. Guarantor will promptly pay all taxes and assessments on the Collateral.
8. If the owner is a corporation, owner and officer executing this agreement
certify that all necessary corporate action has been taken to authorize this
agreement to be signed.
WAIVERS AND RELEASES: The Bank can waive or delay enforcing any of its rights
without losing them. The Bank can waive or delay enforcing a right as to
Borrower or Guarantor or any other Borrower or Guarantor without waiving it as
to others. Also, the Bank can release any Collateral or release one Borrower or
Guarantor from its responsibility under this agreement without releasing the
others. The Bank need not give notice of any waiver, delay, release, or default
to anyone. If any provision of this agreement is found invalid, the remaining
provisions shall remain in full force and effect. The Bank's failure to properly
file financing statements against the Collateral will not affect Borrower's or
Guarantor's obligations to the Bank.

                                   Altamira Instruments, Inc.
                                   /s/ Helena R. Santos         10/30/08
                                   _______________________Date: ________________
                                   /s/ Robert P. Nichols        10/30/08
                                  ______________________ Date: _________________
                                  I/We acknowledge receipt of a copy of this
                                  Security Agreement and agree with the terms.

________________________________________________________________________________

                                 SCHEDULE "A"


All personal property now owned or hereafter acquired by the Debtor
including but not limited to all goods, consumer goods, farm products,
inventory, equipment, furniture, money, instruments, accounts, accounts
receivable, contract rights, documents, chattel paper and general
intangibles, all of which collectively is the "Collateral".

All products of Collateral and all additions and accessions to,
replacements of, insurance or condemnation proceeds of, and documents
covering Collateral, all property received wholly or partly in trade
or exchange for Collateral, all leases of Collateral and all rents,
revenues, issues, profits and proceeds arising from the sale, lease,
encumbrance, collection, or any other temporary or permanent
disposition, of the Collateral or any interest therein.


Altamira Instruments, Inc.

/s/ Helena R. Santos, CEO
_______________________________________
BY:

EX-10

                        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 bank (and the opinion of Bank as to the existence of
such failure of performance shall be conclusive and binding upon
Guarantor), or if default occurs the punctual payment of any sum
payable upon any of said Obligations or said Liabilities or said
collateral security, or if Guarantor or Borrower or any obligor,
maker, endorser, accepts, surety or guarantor of, any other party
to, said Obligations or said Liabilities or said collateral security
(each and all of whom are included in the term "them" as hereinafter
used in this paragraph) shall default in respect of any liabilities
or obligations (present or future, absolute or contingent, secured
or unsecured, matured or unmatured, joint or several, original or
acquired) of any of them to Bank, or in the event any of them (being
an individual) shall die or (being a partnership or corporation)
shall be dissolved, or in the event of the death or suspension of
the usual business activities of any member of any partnership
included in the term "them" as hereinabove defined, or in the
event any of them shall become insolvent, (or if insolvency be
imminent or threatened in respect of any of them), shall commit
an act of bankruptcy, make an assignment for the benefit of
creditors, call a meeting of any creditor, appoint a committee of
any creditors, or a liquidation agent, offer to, or receive from,
any creditor a composition or extension of any of their
indebtedness, make or send notice of an intended, bulk sale,
pledge or mortgage any account receivable or other property
suspend payment , wholly or partly suspend make any
misrepresentation to Bank for the purpose of obtaining credit
or an extension of credit, or fail to pay any tax, or fail to
withhold or collect any tax or to account for any such withheld
or collateral tax, or fail to pay any obligation, whether in
writing or not, when due, or if any proceeding in bankruptcy, or
any proceeding, suit or action ( at law, in equity, or under any
of the provisions of the bankruptcy Act or amendments thereto)
for reorganization, composition, extension, arrangement, wage
earners plan, receivership, liquidation or dissolution shall be
begun by or against any of them, or in the event of the
application for the appointment, or the appointment in any
jurisdiction, at law or in equity, of any receiver, conservator,
rehabilitator or similar officer, or committee of, or of any of
the property of, any of them, or if a judgment shall be recovered
or a warrant of attachment or an injunction shall be issued
against, or against any of the property of any of them or in the
event any proceedings under Article 45 of the New York Civil
Practice Act or amendments thereto be commenced against any of
them, or if the condition or affairs (financial, business or
otherwise) of any of them shall so change as, in the opinion of
Bank, (whose opinion shall be conclusive in the matter) shall
impair its security or increase its credit risk, or if Bank
otherwise deems itself insecure, then, in any of these events,
the said Liabilities, although not yet due, shall without notice
or demand, forthwith become and be immediately due and payable,
notwithstanding any time or credit allowed under any of said
Liabilities or under any instrument evidencing the same.

Upon the happening of any of the events hereinabove set forth, Bank
without demand of performance, advertisement or notice of intention
to sell or of time or place of sale or to redeem, or other notice
or demand whatsoever to or upon Guarantor or any other person (all
and each of which demands, advertisements and/or notices are hereby
expressly waived), may forthwith collect, receive, appropriate and
realize upon said collateral security, or any part thereof, and/or
may forthwith sell, assign, give option or options to purchase, and
deliver said collateral security, or any part thereof, or any
property whatsoever of any kind to which it may be entitled as
collateral security for the said Liabilities, in one or more
parcels, at public or private sale or sales, at any exchange,
brokers' board or at any of Bank's offices or elsewhere, at such
prices as it may deem best, for cash, or on credit, or for future
delivery, without assumption of any credit risk, with the right
to bank upon any such sale or sales, public or private, to purchase
the whole or any part of said collateral security so sold, free
from any right or equity of redemption in Guarantor, which right
or equity is hereby expressly waived and released.

Bank may apply the net proceeds of any such collection, receipt,
appropriation, realization or sale, after deducting all costs and
expenses of every kind incurred therein or incidental to the care,
safekeeping or otherwise of said collateral security or in any way
relating to the rights of bank hereunder, including reasonable
counsel fees, to the payment in whole or in part in such order as
bank may elect, of one or more of said Liabilities, whether then
due or not due, absolute or contingent,making proper rebate for
interest or discount on items not then due and accounting for the
surplus, if any, to Guarantor, who shall remain liable to Bank
for the payment of any deficiency with legal interest.

Guarantor waives any and all notice of acceptance of this guarantee
or of the creation, renewal, extension or accrual of any said
Obligations, or of the reliance by bank upon this guarantee, Said
Obligations, and each of them; shall conclusively be presumed to
have been created, contracted or incurred in reliance upon this
guarantee and all dealings between Borrower and bank shall likewise
conclusively be presumed to have been had or consummated in reliance
upon this guarantee. Guarantor waives protest, demand for payment,
notice of default or nonpayment to or on Guarantor, Borrower or any
other party liable for said Obligations or Liabilities. This
guarantee shall be construed as a continue, absolute and unconditional
guarantee of payment, without regard to the validity, regularity or
enforceability of any of said Obligations or proposed Obligations.
This guarantee may be terminated, but only as to new Obligations of
Borrower subsequently incurred, only by written notice thereof
actually received by Bank at its office where the account of Borrower
is then maintained. In the event of such termination (whether by
such notice, by operation of law or otherwise) Guarantor and his, its
or their respective successors, executors, administrators and assigns
shall nevertheless remain liable with respect to Obligations of
Borrower created or arising theretofore, and with respect to such
Obligations and any renewals, extensions, or other liabilities
arising out of same, this guarantee shall continue in full force
and effect and Bank shall have all the rights herein provided for
as if no such termination had occurred. Any payment on account of
or reacknowledgment of the Obligations by Borrower or any other party
liable therefore, shall be deemed to be made in behalf of Guarantor
and shall serve to start the statuary period of limitations
applicable to the Obligations and Liabilities of Guarantor hereunder.

Any notice to, or demand on, Guarantor elected to be given or made
by Bank shall be deemed effective, if not first otherwise made or
given, when forwarded by mail, telegraph, cable, radio, telephone
or otherwise to the last address or phone number of Guarantor
appearing on the books of Bank with the same fact as if the same was
actually delivered in, and received by, Guarantor in person. All
rights and remedies of Bank thereunder shall be cumulative and may
be exercised singly or concurrently.  Guarantor hereby waives the
benefit of any homestead or other exemptions in respect of said
Liabilities. This guarantee shall, without further reference, pass
to, and may be relied upon and enforced by, any successor or
assignee of Bank, and any transferee or subsequent holder of any
said obligations.

The term "Bank" as used throughout this instrument, shall be
deemed to be Capital One, N.A., Melville, NY. The term "Borrower",
as used throughout this instrument, shall include the individual
or individuals, association, partnership or corporation named
herein as Borrower and (a) any successor, individual or individuals,
association, partnership or corporation to which all or substantially
all of the business or assets of said Borrower shall have been
transferred, (b) in the case of a partnership Borrower, any new
partner or partners therein of the dissolution of the existing
partnership by the death, resignation, or other withdrawal of any
partner, and (c) in the case of a corporate Borrower, any other
corporation into or which said Borrower shall have been merged,
consolidated, reorganized, or absorbed.

Guarantor agrees that if an attorney, is used, from time to time,
to enforce any of the rights herein granted to the Bank or to
obtain payment of said Liabilities at maturity (expressed or
declared) whether by suit or by any other means whatsoever, a
reasonable attorney fee shall be added thereto and payable by each
guarantor against whom this guarantee or any litigation or right
hereunder is sought to be enforced, declared or adjudicated.
Guarantor waives a trail by jury and the right to interpose counter
claims or set-off of any kind and description in any litigation.
(whether or not arising out of or relating to said Obligation or
said Litigation or the matters contained in this instrument). Bank
shall not by any act, delay, omission or otherwise be deemed to
have waived any of its rights or remedies hereunder and no waiver
shall be valid unless in writing, signed by Bank, and then only to
the extent therein set forth. The waiver by Bank of any right or
remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which Bank would otherwise have had on
any future occasion. No executory agreement shall be effective to
change or modify or to discharge in whole or in part this guarantee
unless such executory agreement is in writing and signed by Bank.
Guarantor, if more than one, shall be jointly and severally bound
and liable hereunder and if any of the undersigned is a partnership,
each member thereof shall be severally bound and liable hereunder.
This agreement shall be construed in accordance with the laws of
the State of New York.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his
hand and his seal the day and year first above written, intending
and declaring this to be a duly sealed instrument.

Scientific Packaging Industries, Inc.

   /s/ Helena R. Santos
BY:______________________________________

STATE OF NY :)

COUNTY OF SUFFOLK:)

On this 30 day of October, 2008, before me, the undersigned, a
Notary Public in and for said State, personally appeared HELENA SANTOS,
personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to
the within instrument and acknowledged to me that he/she/they executed
the same in his/her/their capacity (ies), and that by his/her/their
signature(s) on the instrument, the individual(c), or the person upon
behalf of which the individual(s) acted, executed the instrument.

                                               ROBERT E. PLANK
                                               _________________
                                               Notary Public

EX-10

               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 opinion of Bank as to the existence of such
failure of performance shall be conclusive and binding upon Guarantor), or
if default occurs the punctual payment of any sum payable upon any of said
Obligations or said Liabilities or said collateral security, or if Guarantor
or Borrower or any obligor, maker, endorser, accepts, surety or guarantor of,
any other party to, said Obligations or said Liabilities or said collateral
security (each and all of whom are included in the term "them" as hereinafter
used in this paragraph) shall default in respect of any liabilities or
obligations (present or future, absolute or contingent, secured or unsecured,
matured or unmatured, joint or several, original or acquired) of any of them
to Bank, or in the event any of them (being an individual) shall die or
(being a partnership or corporation) shall be dissolved, or in the event of
the death or suspension of the usual business activities of any member of any
partnership included in the term "them" as hereinabove defined, or in the
event any of them shall become insolvent, (or if insolvency be imminent or
threatened in respect of any of them), shall commit an act of bankruptcy,
make an assignment for the benefit of creditors, call a meeting of any
creditor, appoint a committee of any creditors, or a liquidation agent,
offer to, or receive from, any creditor a composition or extension of any
of their indebtedness, make or send notice of an intended, bulk sale,
pledge or mortgage any account receivable or other property suspend payment,
wholly or partly suspend make any misrepresentation to Bank for the purpose
of obtaining credit or an extension of credit, or fail to pay any tax, or
fail to withhold or collect any tax or to account for any such withheld or
collateral tax, or fail to pay any obligation, whether in writing or not,
when due, or if any proceeding in bankruptcy, or any proceeding, suit or
action ( at law, in equity, or under any of the provisions of the bankruptcy
Act or amendments thereto) for reorganization, composition, extension,
arrangement, wage earners plan, receivership, liquidation or dissolution
shall be begun by or against any of them, or in the event of the application
for the appointment, or the appointment in any jurisdiction, at law or in
equity, of any receiver, conservator, rehabilitator or similar officer, or
committee of, or of any of the property of, any of them, or if a judgment
shall be recovered or a warrant of attachment or an injunction shall be
issued against, or against any of the property of any of them or in the
event any proceedings under Article 45 of the New York Civil Practice Act
or amendments thereto be commenced against any of them, or if the condition
or affairs (financial, business or otherwise) of any of them shall so change
as, in the opinion of Bank, (whose opinion shall be conclusive in the matter)
shall impair its security or increase its credit risk, or if Bank otherwise
deems itself insecure, then, in any of these events, the said Liabilities,
although not yet due, shall without notice or demand, forthwith become and
be immediately due and payable, notwithstanding any time or credit allowed
under any of said Liabilities or under any instrument evidencing the same.
             Upon the happening of any of the events hereinabove set forth,
Bank without demand of performance, advertisement or notice of intention to
sell or of time or place of sale or to redeem, or other notice or demand
 whatsoever to or upon Guarantor or any other person (all and each of
which demands, advertisements and/or notices are hereby expressly waived),
may forthwith collect, receive, appropriate and realize upon said collateral
security, or any part thereof, and/or may forthwith sell, assign, give
option or options to purchase, and deliver said collateral security, or any
part thereof, or any property whatsoever of any kind to which it may be
entitled as collateral security for the said Liabilities, in one or more
parcels, at public or private sale or sales, at any exchange, brokers'
board or at any of Bank's offices or elsewhere, at such prices as it may
deem best, for cash, or on credit, or for future delivery, without
assumption of any credit risk, with the right to bank upon any such sale
or sales, public or private, to purchase the whole or any part of said
collateral security so sold, free from any right or equity of redemption
in Guarantor, which right or equity is hereby expressly waived and
released.
             Bank may apply the net proceeds of any such collection,
receipt, appropriation, realization or sale, after deducting all costs
and expenses of every kind incurred therein or incidental to the care,
safekeeping or otherwise of said collateral security or in any way
relating to the rights of bank hereunder, including reasonable counsel
fees, to the payment in whole or in part in such order as bank may elect,
of one or more of said Liabilities, whether then due or not due, absolute
or contingent, making proper rebate for interest or discount on items not
then due and accounting for the surplus, if any, to Guarantor, who shall
remain liable to Bank for the payment of any deficiency with legal
interest.
             Guarantor waives any and all notice of acceptance of this
guarantee or of the creation, renewal, extension or accrual of any said
Obligations, or of the reliance by
bank upon this guarantee, Said Obligations, and each of them; shall
conclusively be presumed to have been created, contracted or incurred
in reliance upon this guarantee and all dealings between Borrower and
bank shall likewise conclusively be presumed to have been had or
consummated in reliance upon this guarantee. Guarantor waives protest,
demand for payment, notice of default or nonpayment to or on Guarantor,
Borrower or any other party liable for said Obligations or Liabilities.
This guarantee shall be construed as a continue, absolute and
unconditional guarantee of payment, without regard to the validity,
regularity or enforceability of any of said Obligations or proposed
Obligations. This guarantee may be terminated, but only as to new
Obligations of Borrower subsequently incurred, only by written notice
thereof actually received by Bank at its office where the account of
Borrower is then maintained. In the event of such termination (whether
by such notice, by operation of law or otherwise) Guarantor and his,
its or their respective successors, executors, administrators and
assigns shall nevertheless remain liable with respect to Obligations
of Borrower created or arising theretofore, and with respect to such
Obligations and any renewals, extensions, or other
liabilities arising out of same, this guarantee shall continue in full
force and effect and Bank shall have all the rights herein provided for
as if no such termination had occurred. Any payment on account of or
reacknowledgment of the Obligations by Borrower or any other party
liable therefore, shall be deemed to be made in behalf of Guarantor
and shall serve to start the statuary period of limitations applicable
to the Obligations and Liabilities of
Guarantor hereunder.
             Any notice to, or demand on, Guarantor elected to be given
or made by Bank shall be deemed effective, if not first otherwise made
or given, when forwarded by mail, telegraph, cable, radio, telephone or
otherwise to the last address or phone number of Guarantor appearing on
the books of Bank with the same fact as if the same was actually
delivered in, and received by, Guarantor in person. All rights and
remedies of Bank thereunder shall be cumulative and may be exercised s
ingly or concurrently.  Guarantor hereby waives the benefit of any
homestead or other exemptions in respect of said Liabilities. This
guarantee shall, without further reference, pass to, and may be
relied upon and enforced by, any successor or assignee of Bank,
and any transferee or subsequent holder of any said obligations.
             The term "Bank" as used throughout this instrument,
shall be deemed to be Capital One, N.A., Melville, NY. The term
"Borrower", as used throughout this instrument, shall include the
individual or individuals, association, partnership or corporation
named herein as Borrower and (a) any successor, individual or
individuals, association, partnership or corporation to which all
or substantially all of the business or assets of said Borrower
shall have been transferred, (b) in the case of a partnership
Borrower, any new partner or partners therein of the dissolution
of the existing partnership by the death, resignation, or other
withdrawal of any partner, and (c) in the case of a corporate
Borrower, any other corporation into or which said Borrower shall
have been merged, consolidated, reorganized, or absorbed.
             Guarantor agrees that if an attorney, is used, from
time to time, to enforce any of the rights herein granted to the
Bank or to obtain payment of said Liabilities at maturity (expressed
or declared) whether by suit or by any other means whatsoever, a
reasonable attorney fee shall be added thereto and payable by each
guarantor against whom this guarantee or any litigation or right
hereunder is sought to be enforced, declared or adjudicated.
Guarantor waives a trail by jury and the right to interpose counter
claims or set-off of any kind and description in any litigation.
(whether or not arising out of or relating to said Obligation or
said Litigation or the matters contained in this instrument). Bank
shall not by any act, delay, omission or otherwise be deemed to have
waived any of its rights or remedies hereunder and no waiver shall
be valid unless in writing, signed by Bank, and then only to the
extent therein set forth. The waiver by Bank of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any
right or remedy which Bank would otherwise have had on any future
occasion. No executory agreement shall be effective to change or
modify or to discharge in whole or in part this guarantee unless
such executory agreement is in writing and signed by Bank. Guarantor,
if more than one, shall be jointly and severally bound and liable
hereunder and if any of the undersigned is a partnership, each member
thereof shall be severally bound and liable hereunder. This agreement
shall be construed in accordance with the laws of the State of
New York.
             IN WITNESS WHEREOF, each of the undersigned has
hereunto set his hand and his seal the day and year first above
written, intending and declaring this to be a duly sealed instrument.

                                 Altamira Instruments Inc.

                                 BY:  /s/ Helena R. Santos
                                  ________________________________


STATE OF    NY:)

COUNTY OF COUNTY OF SUFFOLK :)
          On this  30 day of October, 2008, before me, the
undersigned, a Notary Public in and for said State, personally
appeared HELENA SANTOS, personally known to me or
proved to me on the basis of satisfactory evidence to be the
individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacity (ies), and that by his/her/their
signature(s) on the instrument, the individual(c), or the person
upon behalf of which the individual(s) acted, executed the instrument.


                                       /s/ Robert E. Plank
                                       ______________________________

                                       Notary Public

EX-10

                              SECURITY AGREEMENT


OWNER OF
COLLATERAL: Scientific Packaging Industries, Inc.
70 Orville Drive, Bohemia, NY 11716
_______________________________________________________________________
DESCRIPTION OF COLLATERAL: The undersigned as guarantor ("Guarantor"),
to secure the debt of Scientific Industries, Inc. ("Borrower"), hereby
grants to Capital One, N.A. (the "Bank") a security interest (see Right
to Repossess Section below for explanation of "security interest") in
the following described collateral ("Collateral"):  All Assets of the
Guarantor perfected through UCC-1 lien filings.

OBLIGATIONS: The obligations that this agreement is to secure are:
1. The amount of $500,000.00, which amount represents a loan made on
even date herewith by the Bank to Borrower, as evidenced by a certain
note dated as of even date herewith executed by Borrower promising,
among other things, to pay the Bank, together with interest due and
extensions and renewals thereof, plus all costs of collection
in the event of default, including attorney's fees. 2. Any and all
other liabilities of Borrower to the Bank under this agreement.
3. Any and all other liabilities of Borrower to the Bank, direct or
indirect, absolute or contingent, present or future, due or to
become due. Borrower agrees to promptly pay all obligations when due.
STATEMENT OF OWNER: Owner states and promises that:
1. The Collateral is bought or used primarily for: [  ]Personal,
family of household purposes; [  ]Farming operations; [ X ]Business,
and, if checked here, [  ]is being acquired with the proceeds of a
loan signed at the same time as this agreement and the Bank may pay
those proceeds directly to the seller of the Collateral.  2. The
Collateral is or is to be located at address shown above
(or at ____________________).
(Address if Collateral is to be kept elsewhere)
3. The Collateral will not be attached to real estate unless indicated
here:
_____________________________________
(Description of real estate by Street, Number,
_____________________________________
(Town or City, County & State)
_____________________________________
(Name and address of owner of real estate)

If the Collateral is to be attached to real estate and if the Bank
requests it, Guarantor agrees to furnish the Bank with statements
signed and notarized by everybody who has an interest in that real
estate stating that they claim no interest in the Collateral.
Guarantor gives the Bank permission to file a financing statement
(notice of the Bank 's security interest filed for public record)
covering the Bank's security interest without Guarantor's signature
on it. Upon request of the Bank, Guarantor or Borrower will pay all
filing fees to protect the Bank's security interest on the Collateral.
The Bank may charge those fees to any account Guarantor or Borrower
has with the Bank.
INSURANCE REQUIREMENTS: Guarantor will keep the Collateral insured
against fire, including so-called extended coverage, theft and if the
Collateral is a motor vehicle, Guarantor will also maintain $500
deductible collision insurance. The limits and terms of the coverage
and the insurance company must be satisfactory to the Bank. If the Bank
requires additional insurance on the Collateral, Guarantor will obtain
and maintain the additional coverage. The Bank shall be named as the
loss payee (the person who gets the money to pay for damages) on all
insurance policies.  GUARANTOR SHALL HAVE THE RIGHT TO CHOOSE THE
PERSON THROUGH WHOM SUCH INSURANCE IS TO BE OBTAINED. Guarantor
authorizes the Bank to act in my behalf to make, adjust or settle
any insurance claim covering the Collateral. Guarantor also authorizes
the Bank to sign any checks on my behalf received as a result of an
insurance claim.  EVENTS OF DEFAULT: Guarantor will have possession
and use of the Collateral unless one of the following events occurs:
1.If one of the "Secured Loans or Obligations" is not paid as required
or if one of the promises made in one of the "Secured Loans or
Obligations" or in this agreement is broken; or 2. If Borrower, or any
other person whose debt this secures, have made any false or misleading
statement(s) in connection with this agreement; or 3. If Borrower, or any
person whose debt this secures, files bankruptcy or if any proceeding is
instituted to seek relief from Borrower's debts; or 4. If Borrower, or
any other person whose debt this secures, dies or becomes legally unable
to manage its affairs; or 5. If any motor vehicle is used for collateral
and the Bank's name does not appear as the only "lienholder" on any
certificate of title issued now or in the future; or 6. If the Collateral
is lost or damaged without adequate insurance coverage, or sold,
or given away, or seized; or 7. If something else happens that the Bank
reasonably feels affects Borrower's ability to pay the unpaid balance.
RIGHT TO REPOSSESS: Guarantor gives the Bank a security interest in the
Collateral which means that after Borrower defaults (see Events of Default
section), the Bank can repossess (take) the Collateral, sell it and apply
the proceeds to the balance of what Borrower owes the Bank after deducting
the Bank's reasonable repossession, storage, repair, preparation for sale
and selling expenses. The Bank may enter, without demand or notice, upon
any premises where the Collateral may be found and take possession of and
remove the Collateral. The Bank will send 7 days notice by mail of any sale
of the Collateral. Guarantor can still recover the Collateral before the
Bank sells it by paying any amounts past due under this agreement and
any charges you are entitled to. To recover any articles Guarantor
claims are not part of the Collateral but were contained in the Collateral,
Guarantor must notify the Bank within 7 days after repossession. Failure
to claim and take possession of these items promptly will be an abandonment
of them. If the sale does not cover all that Borrower owes, Guarantor will
be responsible for the amount still owed. If there is any surplus money,
it will be refunded to Guarantor.
PROTECTING THE COLLATERAL: Guarantor promises that:
1. Guarantor is now the owner of the Collateral or will immediately
become the owner of the Collateral. 2. The Collateral is now and will be
maintained in good working order and repair. 3. The Collateral is now and
will be kept free from any other lien or legal claim against it.
4. Guarantor will not sell or offer to sell, transfer, lease, abandon or
encumber (use as collateral elsewhere) any of the Collateral. Guarantor
will not remove it from New York State for more than 30 days without the
Bank 's consent. Guarantor will not use it, or permit its use, in any
illegal act. 5. Guarantor will immediately notify the Bank in writing
of any loss or damage to the Collateral. 6. If the Collateral is a
motor vehicle, Guarantor will have the Bank's name listed as the
"Lienholder" on any certificate of title issued now or in the future.
7. Guarantor will promptly pay all taxes and assessments on the
Collateral. 8. If the owner is a corporation, owner and officer
executing this agreement certify that all necessary corporate action
has been taken to authorize this agreement to be signed.
WAIVERS AND RELEASES: The Bank can waive or delay enforcing any of its
rights without losing them. The Bank can waive or delay enforcing a right
as to Borrower or Guarantor or any other Borrower or Guarantor without
waiving it as to others. Also, the Bank can release any Collateral or
release one Borrower or Guarantor from its responsibility under this
agreement without releasing the others. The Bank need not give notice
of any waiver, delay, release, or default to anyone. If any provision
of this agreement is found invalid, the remaining provisions shall
remain in full force and effect. The Bank's failure to properly
file financing statements against the Collateral will not affect
Borrower's or Guarantor's obligations to the Bank.

                      Scientific Packaging Industries, Inc.
                      /s/ Helena R. Santos            10/30/08
                      __________________________Date: _________________
                      /s/ Robert P. Nichols           10/30/08
                      _________________________ Date: _________________
                      I/We acknowledge receipt of a copy of this Security
                      Agreement and agree with the terms.