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): June 27, 2014


             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


On June 25, 2014, the Company and Bank of America, N.A.
(the "Bank") entered into a Business Loan Agreement pursuant
to which the Bank granted the Company a $700,000 line of
credit for the period ending November 30, 2015. Advances are to bear
interest at 3.00 percentage points over the LIBOR Index,
currently 3.16% per annum and are to be secured by a pledge of
Collateral consisting of all accounts, chattel paper, inventory,
equipment and fixtures of the Company. Principal along
with interest are payable at maturity.

Maturity of principal and interest accelerate upon the occurrence
of an event of default. The events specified include failure to
pay outstanding obligations under the loan, a material adverse
change in the Company's financial condition or prospects and acts
of insolvency. During the period of default the interest rate
increase by 6% per annum.

The Company is required to reduce the outstanding principal balance
to zero during the 30 day period ending on the anniversary date of
the Note.

The facility replaces the Company's existing agreement relating to
$700,000 with its former bank, Chase Bank, N.A.

ITEM 9.01  Financial Statements and Exhibits

(a) and (b) not applicable

(c) Exhibits

Exhibit No.             Exibit
___________             _____________________________
99.1                    Loan Agreement
99.2			Security Agreement





                            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:	July 2, 2014
			           By: /s/ Helena R. Santos

			           Helena R. Santos,
			           President and Chief Executive
 			           Officer

EX-99.2 BYLAWS

Bank of America (logo)

                         SECURITY  AGREEMENT
                            (Multiple Use)


                1.   THE SECURITY.    The undersigned  Scientific
Industries,  Inc. (the  "Pledger") hereby assigns  and grants to
Bank of America,   N.A., its successors  and assigns ("BANA"), and
to Bank of America  Corporation  and its subsidiaries  and affiliates
(BANA and all such secured parties, collectively, the "Bank") a
security interest in  the following  described  property now owned
or hereafter acquired  by the Pledger (the "Collateral"):

               (a)  All accounts, and all chattel paper, instruments,
deposit accounts, letter of credit rights,  and general intangibles
related thereto; and all returned or repossessed goods which, on sale
or lease, resulted in an account.

               (b)  All inventory.

               (c)  All equipment  and fixtures  now owned or hereafter
acquired by the Pledger, (including, but not limited to, the equipment
described  in the attached  Equipment  Description,  if any).

               (d)  All negotiable and nonnegotiable  documents  of title
covering any Collateral.

               (e)  All accessions, attachments and other additions to
the Collateral, and all tools, parts and equipment used in connection
with the Collateral.

               (f)  All substitutes or replacements for any Collateral,
all cash or non-cash proceeds (including insurance proceeds), products,
rents and profits of the Collateral, and all income, benefits and property
receivable  on account of the Collateral,   and all supporting
obligations  covering  any Collateral.

               (g)  All books,  data and records pertaining to any
Collateral,  whether in the form of a writing, photograph, microfilm or
electronic  media,   including but not limited   to any computer-
readable memory and any computer software necessary to process such
memory ("Books and Records").

                2.   THE INDEBTEDNESS.     The obligations secured by
this Agreement  are the payment and performance  of (a) all present and
future Indebtedness  of the Pledger to the Bank;   (b) all obligations
of the Pledger and rights of the Bank under this Agreement;  and (c) all
present and future obligations  of the Pledger to the Bank of other kinds.
 Each party obligated  under any Indebtedness  is referred to in this
Agreement  as a "Debtor."   "Indebtedness"  is used in  its most c
omprehensive  sense and includes any and all advances,  debts, obligations
and liabilities of the Debtor,   now or hereafter existing, absolute or
contingent, liquidated or unliquidated,  determined  or undetermined,
voluntary or involuntary, including under any swap, derivative, foreign
exchange, hedge, or other arrangement ("Swap"), deposit, treasury
management  or other similar transaction or arrangement, and whether the
Debtor may be liable individually  or jointly with others, or whether
recovery upon such Indebtedness may be or hereafter becomes unenforceable.
"Indebtedness"  secured by the Collateral of such Pledger shall not include
obligations  arising under any Swap to which it is not party if, and to
the extent that, all or a portion of the guaranty  by such Pledger to the
Bank of,  or the grant by such Pledger of a security interest to the Bank to





secure, such Swap, would violate the Commodity  Exchange Act
(7 U.S.C.,   Sec. 1.  et. seq.)   by virtue of such Pledgor's failure
to constitute  an "eligible contract participant"  as defined  in the
Commodity Exchange Act at the time such guaranty or grant of such
security interest becomes effective with respect to such Swap.

Except as otherwise  agreed in writing by the Bank and the Pledgor, if
the Indebtedness  includes,  now or hereafter, any Special Flood Zone
Loan, then the following shall apply: The Special Flood Zone Loan
shall not be secured under this Agreement  by any Collateral which
would constitute  "contents"  located within the Flood Zone Improvements.

               3.   PLEDGOR'S  COVENANTS.   The Pledgor represents,
covenants and warrants that unless compliance is waived  by the Bank in
writing:

               (a)  The Pledgor agrees: (i) to indemnify the Bank
against all losses, claims, demands, liabilities and expenses of every
kind caused by any Collateral;  (ii) to permit the Bank to exercise its
rights under this Agreement;  (iii) to execute and deliver such documents
as the Bank deems necessary to create, perfect and continue the security
interests contemplated  by this Agreement;  (iv) not to change its name
(including, for an individual, the Pledgor's  name on any driver's
license or special identification  card issued by any state), and as
applicable,  its chief executive  office, its principal residence or
the jurisdiction  in which it is organized and/or registered or its
business structure without giving the Bank at least 30 days prior
written notice; (v) not to change the places where the Pledgor keeps
any Collateral  or the Pledgor's Books and Records concerning  the
Collateral without giving the Bank prior written notice of the address
to which the Pledgor is moving same; and (vi) to cooperate with the
Bank in  perfecting all security interests granted by this Agreement
and in obtaining such agreements  from third parties as the Bank
deems necessary, proper or convenient in connection  with the
preservation, perfection or enforcement  of any of its rights under
this Agreement.

               (b)  The Pledgor agrees with regard to the Collateral,
unless the Bank agrees otherwise  in writing:   (i) that the Bank is
authorized  to file financing  statements  in the name of the Pledgor
to perfect the Bank's security interest in the Collateral;  (ii)
that the Bank is authorized to notify any account debtors, any buyers
of the Collateral,  or any other persons of the Bank's interest in
the Collateral,  (iii) where applicable, to operate the Collateral
in accordance  with all applicable  statutes,  rules and regulations
relating to the use and control of the Collateral,  and not to use
any Collateral for any unlawful purpose or in any way that would
void any insurance required to be carried; (iv) not to remove the
Collateral from the Pledgor's  premises except in the ordinary
course of the Pledgor's business;  (v) to pay when due all license
fees, registration fees and other charges in connection with any
Collateral;  (vi) not to permit any lien on the Collateral,
including without  limitation, liens arising from repairs to or
storage of the Collateral,  except in favor of the Bank; (vii) not
to sell, hypothecate  or dispose of, nor permit the transfer by
operation of law of, any Collateral  or any interest in the
Collateral,  except sales of inventory to buyers in the ordinary
course of the Pledgor's business;  (viii) to permit the Bank to
inspect the Collateral at any time; (ix) to keep, in accordance
with generally accepted accounting  principles,   complete and
accurate  Books and Records regarding all the Collateral,  and to
permit the Bank to inspect the same and make copies at any
reasonable time; (x) if requested  by the Bank, to receive and use
reasonable  diligence to collect the Collateral consisting  of
accounts and other rights to payment and proceeds,  in trust
and as the property of the Bank, and to immediately  endorse as
appropriate  and deliver such Collateral to the Bank daily in
the exact form in which they are received together with a
collection  report in form satisfactory  to the Bank; (xi) not
to commingle the Collateral,  or collections  with respect to
the Collateral, with other property; (xii) to give only
normal allowances  and credits and to advise the Bank thereof
immediately  in writing if they affect any rights to payment
or proceeds  in any material respect; (xiii) from time to time,
when requested  by the Bank,  to prepare and deliver a schedule
of all the Collateral subject to this Agreement  and to assign
in writing and deliver to the Bank all accounts,  contracts,
leases and other chattel paper, instruments,  and documents;
(xiv) in the event the Bank elects to receive





payments or rights to payment or proceeds hereunder, to pay
all expenses  incurred by the Bank, including expenses  of
accounting,  correspondence,  collection efforts, reporting
to account or contract debtors, filing, recording,  record
keeping and other expenses;  and (xv) to provide any service
and do any other acts which may be necessary to maintain,
preserve  and protect all the Collateral and, as appropriate
and applicable,  to keep all the Collateral  in good and saleable
condition, to deal with the Collateral  in accordance  with the
standards  and practices adhered to generally  by users and
manufacturers  of like property, and to keep all the Collateral
free and clear of all defenses,  rights of offset and counterclaims.

               (c)  If any Collateral  is or becomes the subject
of any registration  certificate, certificate  of deposit or
negotiable  document of title, including any warehouse  receipt or
bill of lading,  the Pledgor shall immediately  deliver such
document to the Bank,  together with any necessary endorsements.

               (d)  The Pledgor will maintain and keep in force
all risk insurance covering the Collateral against fire, theft,
liability and extended coverages  (including without limitation
flood, windstorm  coverage  and hurricane coverage as applicable),
to the extent that any Collateral  is of a type which can be so
insured. Such insurance shall be in form, amounts,   coverages
and basis reasonably  acceptable  to the Bank,  shall require
losses to be paid on a replacement  cost basis, shall be issued
by insurance companies  acceptable to the Bank and include a
lender loss payable endorsement  and additional  insured
endorsement  in favor of the Bank in a form acceptable  to
the Bank.    Upon the request of the Bank, the Pledgor will
deliver to the Bank a copy of each insurance policy, or, if
permitted by the Bank, a certificate  of insurance  listing all
insurance  in force.

               (e)  The Pledgor will not attach any Collateral
to any real property or fixture in a manner which might cause
such Collateral to become a part thereof  unless the Pledgor
first obtains the written consent of any owner, holder of any
lien on the real property or fixture, or other person having
an interest in such property to the removal by the Bank of the
Collateral from such real property or fixture.   Such written
consent shall be in form and substance  acceptable  to the
Bank and shall provide that the Bank has no liability to such
owner, holder of any lien,  or any other person.

       4.  BANK RIGHTS.  The Pledgor appoints the Bank its
attorney  in fact to perform any of the following  rights,
which are coupled with an interest,  are irrevocable  until
termination  of this Agreement and may be exercised  from time
to time by the Bank's officers and employees,  or any of them,
whether or not the Pledger is in default: (a) to perform any
obligation of the Pledger hereunder  in the Pledger's name
or otherwise;   (b) to release persons liable on the Collateral
and to give receipts and acquittances  and compromise  disputes;
(c) to release or substitute  security; (d) to prepare,
execute, file,  record or deliver notes, assignments,  schedules,
designation  statements,   financing  statements,  continuation
statements, termination  statements,  statements  of assignment,
applications  for registration  or like documents  to perfect,
preserve or release the Bank's interest in the Collateral;
(e) to take cash,   instruments for the payment of money and
other property to which the Bank is entitled;  (f) to verify
facts concerning  the Collateral  by inquiry of obligors
thereon,   or otherwise,   in its own name or a fictitious
name; (g) to endorse, collect,  deliver and receive payment
under instruments  for the payment of money constituting  or
relating to the Collateral;  (h) to prepare,   adjust, execute,
deliver and receive payment  under insurance claims,  and
to collect and receive payment of and endorse any instrument
in payment of loss or returned premiums or any other insurance
refund or return, and to apply such amounts  received by the
Bank, at the Bank's sole option,   toward repayment of the
Indebtedness  or, where appropriate,   replacement  of the
Collateral;  (i) to enter onto the Pledger's premises in
inspecting the Collateral;  U)  to make withdrawals  from
and to close deposit accounts  or other accounts with any
financial  institution,  wherever  located, into which proceeds
may have been deposited,   and to apply funds so withdrawn
to payment of the Indebtedness;  (k) to preserve or release
the interest evidenced  by chattel paper to which the Bank
is entitled and to endorse and deliver any evidence  of title;
and (I) to do all acts and things and execute all documents
in the name







of the Pledgor or otherwise,  deemed by the Bank as necessary,
proper and convenient  in connection with the preservation,
perfection  or enforcement  of its rights.

         5.   DEFAULTS.  Any one or more of the following
shall be a default hereunder:

     (a)  The occurrence  of any defined or described  event
of default under, or any default in the performance  of or
compliance  with any obligation,  agreement,  representation,
warranty, or other provision contained in (i) this Agreement,
or (ii) any other contract or instrument  evidencing the
Indebtedness.

     (b)   Any involuntary  lien of any kind or character
attaches to any Collateral, except for liens for taxes not
yet due.

         6.   BANK'S REMEDIES AFTER DEFAULT.   In the event
of any default, the Bank may do any one or more of the
following, to the extent permitted by law:


     (a)  Declare any Indebtedness immediately due and payable,
without notice or demand


     (b)  Enforce the security interest given hereunder pursuant
to the Uniform Commercial Code and any other applicable law.

     (c)  Enforce the security interest of the Bank in any deposit
account of the Pledgor maintained with the Bank by applying
such account to the Indebtedness.

     (d) Require the Pledgor to obtain the Bank's prior
written consent to any sale, lease, agreement  to sell or lease,
or other disposition  of any Collateral consisting  of inventory.

     (e)  Require the Pledgor to segregate all collections and
proceeds of the Collateral so that they are capable of
identification and deliver daily such collections  and proceeds
to the Bank in  kind.

     (f)   Require the Pledgor to direct all account debtors to
forward all payments and proceeds  of the Collateral to a post
office box under the Bank's  exclusive  control.

     (g)  Give notice to others of the Bank's rights in the
Collateral, to enforce or forebear from enforcing the same and
make extension  and modification  agreements.

     (h)  Require the Pledgor to assemble the Collateral,
including the Books and Records, and make them available to the
Bank at a place designated  by the Bank.

     (i)  Enter upon the property where any Collateral, including
any Books and Records, are located and take possession  of such
Collateral and such Books and Records, and use such property
(including any buildings and facilities)  and any of the Pledgor's
equipment, if the Bank deems such use necessary  or advisable
in order to take possession  of, hold, preserve, process, assemble,
prepare for sale or lease, market for sale or lease,  sell or lease,
or otherwise dispose of, any Collateral.

     (j)   Demand and collect any payments on and proceeds of
the Collateral.   In connection  therewith  the Pledgor
irrevocably authorizes the Bank to endorse or sign the Pledgor's
name on all checks, drafts, collections,  receipts and other
documents,  and to take possession  of and open the mail addressed
to the Pledgor and remove therefrom  any payments and proceeds
of the Collateral.



     (k)  Grant extensions  and compromise  or settle claims
with respect to the Collateral for less than face value, all
without prior notice to the Pledgor.

     (l)  Use or transfer any of the Pledger's rights and
interests in any Intellectual Property now owned or hereafter
acquired by the Pledger, if the Bank deems such use or transfer
necessary or advisable in order to take possession  of,  hold,
preserve,   process, assemble, prepare for sale or lease,
market for sale or lease,  sell or lease, or otherwise  dispose
of, any Collateral.  The Pledger agrees that any such use or
transfer shall be without any additional consideration to the
Pledger.  As used in this paragraph, "Intellectual Property"
includes, but is not limited to,  all trade secrets,
computer software,  service marks, trademarks, trade names,
trade styles, copyrights, patents, applications for any of the
foregoing, customer lists, working drawings, instructional
manuals, and rights in processes for technical manufacturing,
packaging and labeling, in which the Pledger has any right or
interest, whether by ownership, license, contract or otherwise.

     (m)  Have a receiver appointed  by any court of competent
jurisdiction  to take possession  of the Collateral. The
Pledger hereby consents to the appointment  of such a receiver
and agrees not to oppose any such appointment.

     (n)  Take such measures as the Bank may deem necessary
or advisable to take possession  of,  hold,   preserve,
process,   assemble,   insure,   prepare for sale or lease,
market for sale or lease,  sell or lease,  or otherwise
dispose of,  any Collateral,   and the Pledger hereby
irrevocably  constitutes  and appoints the Bank as the
Pledger's attorney-in-fact  to perform all acts
and execute all documents  in connection  therewith.

     (o)  Without notice or demand to the Pledger, set off
and apply against any and all of the Indebtedness  any and
all deposits (general or special, time or demand,  provisional
or final) and any other indebtedness,   at any time held or
owing by the Bank or any of the Bank's agents or affiliates
to or for the credit of the account of the Pledger or any
guarantor or endorser of the Pledger's Indebtedness.

     (p)  Exercise all rights, powers and remedies which the
Pledger would have, but for this Agreement,  with respect
to all Collateral.

     (q)  Receive,  open and read mail addressed to the
Pledgor.

     (r)  Resort to the Collateral under this Agreement,
and any other collateral related to the Indebtedness, in
any order.

     (s)  Exercise any other remedies available to the Bank at
law or in equity.

7.   ENVIRONMENTAL MATTERS.

     (a)  The Pledgor represents and warrants:  (i) it is not
in violation of any health, safety,   or environmental  law
or regulation  regarding hazardous substances  and (ii) it is
not the subject of any claim,   proceeding,   notice, or other
communication  regarding  hazardous substances.  "Hazardous
substances"  means any substance,   material or waste that is or
becomes designated  or regulated as "toxic,"  "hazardous,"
"pollutant,"  or "contaminant"  or a similar  designation
or regulation  under any current or future federal, state
or local law (whether under common  law,  statute,
regulation or otherwise)  or judicial or administrative
interpretation  of such, including without limitation
petroleum or natural gas.

     (b)  The Pledger shall deliver to the Bank, promptly
upon receipt, copies of all notices, orders, or other
communications  regarding (i) any enforcement action by any
governmental authority relating to health, safety, the
environment, or any hazardous substances




with regard to the Pledgor's property, activities, or
operations,  or (ii) any claim against the Pledgor regarding
 hazardous substances.

     (c)  The Bank and its agents and representatives  will
 have the right at any reasonable time, after giving reasonable
notice to the Pledgor, to enter and visit any locations
where the Collateral  is located for the purposes of
observing the Collateral,  taking and removing environmental
samples,  and conducting  tests.  The Pledgor shall reimburse
the Bank on demand for the costs of any such environmental
investigation and testing.   The Bank will make reasonable
efforts during any site visit, observation  or testing
conducted  pursuant to this paragraph to avoid interfering
with the Pledgor's use of the Collateral. The Bank is under
no duty to observe the Collateral or to conduct tests, and
any such acts by the Bank will be solely for the purposes of
protecting the Bank's security and preserving  the Bank's
rights under this Agreement.  No site visit, observation
or testing or any report or findings  made as a result
thereof  ("Environmental Report") will (i) result in a
waiver of any default of the Pledgor; (ii) impose any
liability on the Bank; or (iii) be a representation  or
warranty of any kind regarding the Collateral  (including
its condition or value or compliance  with any laws) or
the Environmental  Report (including  its accuracy or
completeness).  In the event the Bank has a duty or obligation
under applicable laws, regulations  or other requirements
to disclose an Environmental  Report to the Pledgor or any other
party, the Pledgor authorizes the Bank to make such a disclosure.
The Bank may also disclose an Environmental Report to any
regulatory authority, and to any other parties as necessary or
appropriate in the Bank's judgment.  The Pledgor further
understands  and agrees that any Environmental  Report or
other information  regarding a site visit, observation  or
testing that is disclosed to the Pledgor by the Bank or its
agents and representatives  is to be evaluated (including any
reporting or other disclosure   obligations  of the Pledgor) by
the Pledgor without advice or assistance  from the Bank.

     (d) The Pledgor will indemnify and hold harmless the Bank
from any loss or liability the Bank incurs in connection with
or as a result of this Agreement,  which directly or indirectly
arises out of the use, generation,  manufacture,  production,
storage,  release, threatened release, discharge,   disposal
or presence of a hazardous substance.  This indemnity will apply
whether the hazardous  substance  is on, under or about the
Pledgor's  property or operations  or property leased  to the
Pledgor. The indemnity  includes but is not limited to
attorneys' fees (including the reasonable  estimate of the
allocated cost of in-house counsel and staff).  The indemnity
extends to the Bank, its parent, subsidiaries  and all of
their directors, officers, employees,  agents, successors,
attorneys and assigns.

8.  WAIVER  OF JURY TRIAL.   EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES,  TO THE FULLEST  EXTENT PERMITTED
BY APPLICABLE  LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING  DIRECTLY  OR INDIRECTLY
ARISING  OUT OF OR RELATING  TO THIS AGREEMENT  OR ANY OTHER
DOCUMENT  EXECUTED  IN CONNECTION HEREWITH  OR THE TRANSACTIONS
CONTEMPLATED   HEREBY OR THEREBY  (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).   EACH PARTY HERETO (a) CERTIFIES
THAT NO REPRESENTATIVE,  AGENT OR ATTORNEY  OF ANY OTHER PERSON
HAS REPRESENTED,  EXPRESSLY  OR OTHERWISE,  THAT SUCH OTHER
PERSON WOULD  NOT, IN THE EVENT OF LITIGATION,  SEEK TO ENFORCE
THE FOREGOING  WAIVER,  (b) ACKNOWLEDGES   THAT IT AND THE
OTHER PARTIES  HERETO HAVE BEEN INDUCED  TO ENTER INTO THIS
AGREEMENT  AND THE OTHER DOCUMENTS  CONTEMPLATED   HEREBY BY,
AMONG OTHER THINGS,  THE MUTUAL WAIVERS  AND CERTIFICATIONS
IN THIS  SECTION AND (c) CERTIFIES  THAT THIS WAIVER  IS
KNOWINGLY,  WILLINGLY  AND VOLUNTARILY  MADE.

9.  MISCELLANEOUS.

    (a)  Any waiver, express or implied, of any provision
hereunder  and any delay or failure by the Bank to enforce
any provision shall not preclude the Bank from enforcing  any
such provision thereafter.




   (b)  The Pledger shall,  at the request of the Bank,
execute such other agreements,   documents,  instruments,
or financing  statements  in  connection  with this Agreement
as the Bank may reasonably deem necessary.

  (c)  All notes, security agreements, subordination agreements
and other documents  executed  by the Pledger or furnished to
the Bank in connection  with this Agreement must be in
form and substance  satisfactory  to the Bank.

  (d)  Governing  Law.  Except  to the extent that any law of
the United States may apply, this Agreement  shall be governed
and interpreted according  to the laws of New York (the
"Governing   Law State"),   without regard to any choice of
law, rules or principles to the contrary. Nothing in this
paragraph  shall be construed to limit or otherwise  affect
any rights or remedies of the Bank under federal  law.

  (e)  All rights and remedies herein provided are cumulative
and not exclusive of any rights or remedies otherwise
provided by law.  Any single or partial exercise of any
right or remedy shall not preclude the further exercise
thereof or the exercise of any other right or
remedy.


  (f)  All terms not defined herein are used as set forth in
the Uniform Commercial Code.

  (g)  The Pledger shall pay to the Bank immediately upon
demand the full amount of all payments,   advances,  and
expenses,   including reasonable  attorneys' fees, expended
or incurred by the Bank in connection with (a) the perfection
and preservation  of the Collateral or the Bank's interest
therein, and (b) the realization, enforcement and exercise
of any right, power, privilege or remedy conferred  by this
Agreement,   relating to the Pledger,  or in any way affecting
any of the Collateral or the Bank's ability to exercise any of
its rights or remedies with respect to the Collateral.

  (h)  In the event the Bank seeks to take possession  of
any or all of the Collateral by judicial  process,  the
Pledger irrevocably waives any bonds and any surety or
security relating thereto that may be required by
applicable  law as an incident to such possession,  and
waives any demand for possession  prior to the commencement
of any such suit or action.

  (i)  This Agreement shall constitute a continuing agreement,
applying to all future as well as existing transactions.

  (j)   This Agreement  shall be binding upon and inure to
the benefit of the heirs, executors, administrators,
legal representatives, successors and assigns of the parties,
and may be amended or modified only in writing signed by
the Bank and the Pledger.

  (k)  The secured parties covered by this Agreement
include BANA as well as Bank of America  Corporation  and
its subsidiaries  and affiliates.  Such secured parties are
collectively  referred to as the "Bank."  If,  from time to
time, any of the Indebtedness  covered by this Agreement
includes obligations  to entities other than BANA,  then
BANA shall act as collateral agent for itself and all such
other secured parties. BANA shall have the right to apply
proceeds of the Collateral against debts,  obligations  or
liabilities constituting  all or part of the Indebtedness in
such order as BANA may determine  in  its sole discretion,
unless otherwise  agreed by BANA and one or more of the
other secured parties.

  (l)   The Pledger agrees that the Collateral may be sold
as provided for in this Security Agreement  and expressly
waives any rights of notice of sale,  advertisement
procedures, or related provisions  granted under applicable
law,  including the New York Lien Law.





10.  FINAL AGREEMENT.    BY SIGNING THIS DOCUMENT EACH
PARTY REPRESENTS  AND AGREES  THAT:   (A) THIS DOCUMENT
REPRESENTS  THE FINAL AGREEMENT BETWEEN  THE PARTIES WITH
RESPECT  TO THE SUBJECT  MATTER  HEREOF,  (B) THIS DOCUMENT
SUPERSEDES  ANY COMMITMENT  LETTER,  TERM SHEET, OR OTHER
WRITTEN OUTLINE  OF TERMS AND CONDITIONS  RELATING  TO
THE SUBJECT  MATTER  HEREOF, UNLESS SUCH COMMITMENT  LETTER,
TERM SHEET, OR OTHER WRITTEN  OUTLINE  OF TERMS AND
CONDITIONS  EXPRESSLY  PROVIDES  TO THE CONTRARY,  (C)
THERE ARE NO UNWRITTEN ORAL  AGREEMENTS   BETWEEN  THE
PARTIES,  AND (D) THIS DOCUMENT  MAY NOT BE CONTRADICTED
BY EVIDENCE  OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS  OR UNDERSTANDINGS OF THE PARTIES.

The parties executed this Agreement  as of June 25, 2014,
intending to create an instrument  executed
under seal.

BANK OF AMERICA,  N.A.


By:  /s/ Michael Borello
________________________
Michael Borello, Vice President

Address for Notices:
Bank of America,  N.A.
Doc Retention - GCF
CT2-515-BB-03
70 Batterson  Park Road
Farmington,  CT  06032


Scientific  Industries,   Inc.



By:Helena Santos	(Seal)
_________________
Helena Santos, Chief Executive Officer


Pledgor's  Location (principal  residence,
if the Pledgor is an individual;
chief executive office, if
the Pledgor is not an individual):

70 Orville Drive
Bohemia,  NY 11716-2547

Pledgor's  state of incorporation
or organization  (if the Pledgor is a corporation,
partnership, limited liability company  or other
registered entity): Delaware

EX-99.1 CHARTER

Bankof America (logo)


                                             Loan Agreement




                         Date of Agreement:   June 25, 2014

Principal Amount:  $700,000.00   Account Number:  18-0000315101

Introduction. This Agreement  dated and effective as of June 25, 2014,
is entered into between Scientific  Industries,  Inc. (the "Borrower")
and Bank of America,  N.A. (the "Bank").    The Borrower agrees to the
following terms and conditions:

1.         LINE OF CREDIT

1.1        Line of Credit Amount.

(a)	During the availability  period described  below, the Bank will
provide a line of credit to the Borrower (the "Line of Credit").  The
amount of the Line of Credit (the "Commitment") is Seven Hundred
Thousand  and 00/100 Dollars ($700,000.00).

(b)	This is a  revolving line of credit.  During the availability
period, the Borrower may repay principal amounts and reborrow them.

(c)	The Borrower agrees not to permit the principal balance
outstanding  to exceed the Commitment.   If the Borrower exceeds
this limit, the Borrower will immediately  pay the excess to the
Bank upon the Bank's demand.

1.2    Availability Period.  The Line of Credit is available  between
the date of this Agreement  and November  30, 2015, or such earlier date
as the availability   may terminate  as provided in this Agreement
(the "Expiration  Date").

The availability  period for this Line of Credit will be considered
renewed if and only if the Bank has sent to the Borrower a written
notice of renewal for the Line of Credit (the "Renewal  Notice").  If
this Line of Credit is  renewed,   it will continue to be subject to all
the terms and conditions  set forth in this Agreement  except as
modified  by the Renewal Notice.    If this Line of Credit is renewed,
the term "Expiration  Date" shall mean the date set forth in the Renewal
Notice as the Expiration Date, and all outstanding  principal plus
all accrued  interest shall be paid on the Expiration  Date.   The
same process for renewal will apply to any subsequent  renewal of this
Line of Credit.  A renewal fee may be charged at the Bank's option.
The amount of the renewal fee will be specified  in the Renewal Notice.
If this Line of Credit is not renewed, the Bank in its sole discretion
may allow the outstanding  balance to be repaid in installments  over
a term specified  by the Bank at the time.   The Borrower specifically
understands that the interest rate applicable to the Line of Credit
may be increased upon term-out  and that the new interest rate will
apply to the entire outstanding  principal balance due hereunder.  A
transaction fee may be charged at the Bank's option.  If so,
the amount will be specified  in the term-out  notice.

1.3        Repayment Terms.

(a)	The Borrower will pay interest on August  1,  2014, and then
on the same day of each month thereafter  until payment  in full of
any principal outstanding  under this Agreement.

(b)	The Borrower will repay in full any principal, interest or other
charges outstanding  under this Agreement  no later than the
Expiration  Date.

1.4     Prepayments.   The Borrower may prepay principal in full or in
part at any time without the payment of a prepayment  fee or premium.
The prepayment  will be applied to the most remote payment of principal
due under this Agreement.




                                1




1.5        Interest Rate.

(a)        The interest rate is a  rate per year equal to the LIBOR
Daily Floating Rate plus 3  percentage  point(s).

(b)	The LIBOR Daily Floating Rate is  a fluctuating  rate of
interest which can change on each banking day.  The rate will be
adjusted on each banking day to equal the London Interbank Offered
Rate (or a comparable  or successor rate which is approved  by the
Bank) for U.S. Dollar deposits for delivery on the date in question
for a one month term beginning on that date.   The Bank will use the
London Interbank Offered Rate as published by Bloomberg (or other
commercially  available  source providing quotations  of such rate
as selected  by the Bank from time to time) as determined  at
approximately  11 :00 a.rn. London time two (2) London Banking Days
prior to the date in question,  as adjusted from time to time in
the Bank's sole discretion for reserve requirements,  deposit
insurance assessment  rates and other regulatory costs.  If such
rate is not available at such time for any reason, then the
rate will be determined  by such alternate method as reasonably
selected  by the Bank.  A "London  Banking Day" is a day on which
banks in  London are open for business and dealing in offshore
dollars.

2.          COLLATERAL

2.1        Personal  Property.  The personal property listed below
now owned or owned in the future by the parties listed below will
secure Borrower's  obligations  to the Bank under this Agreement.
The collateral  is further defined in security agreement(s)
executed by the owners of the collateral.   In addition, all
personal property collateral owned by the Borrower securing this
Agreement  shall also secure all other present and future
obligations  of the Borrower to the Bank and to any affiliate of
the Bank (excluding  any consumer  credit covered by the federal
Truth in  Lending law, unless the Borrower has otherwise  agreed
in writing or received written notice thereof).  All personal
property collateral  securing any other present or future
obligations  of the Borrower to the Bank shall also secure this
Agreement.

(a)         Equipment  and fixtures owned by the Borrower.
(b)         Inventory owned by the Borrower.
(c)         Receivables  owned by the Borrower.

3.         LOAN ADMINISTRATION   AND FEES

3.1        Fees.

(a)        The Borrower will pay to the Bank the fees set forth
on Schedule A.

3.2        Collection of Payments.

(a)	Payments will be made by debit to a deposit account, if
direct debit is provided for in this Agreement  or is otherwise
authorized  by the Borrower.   For payments  not made by direct
debit, payments will be made by mail to the address shown on the
Borrower's  statement,  or by such other method as may be permitted
by the Bank.

(b)	Each disbursement  by the Bank and each payment by the
Borrower will be evidenced  by records kept by the Bank which
will, absent manifest error, be conclusively  presumed
to be correct and accurate and constitute an account stated
between the Borrower and the Bank.

3.3        Borrower's Instructions.

(a)	Subject to the terms, conditions  and procedures  stated
elsewhere  in this Agreement,  the Bank may honor instructions
for advances  or repayments  and any other instructions  under
this Agreement  given by the Borrower (if an individual),  or by
any one of the individuals the Bank reasonably  believes is
authorized to sign loan agreements  on behalf of the Borrower,
or any other individual(s)  designated   by any one of such
authorized signers (each an "Authorized  Individual").  The
Bank may honor any such instructions  made by any one of the
Authorized  Individuals, whether  such instructions  are given
in writing or by telephone,  telefax or Internet and intranet
websites designated by the Bank with respect to separate
products or services offered by the Bank.

3.4        Direct Debit.



                                 2



(a)	The Borrower agrees that on the due date of any amount
due under this Agreement,  the Bank will debit the amount due
from deposit account number NY-483043705675  owned by the
Borrower, or such other of the Borrower's  accounts with the
Bank as designated  in writing by the Borrower (the "Designated
Account").   Should there be insufficient funds in the Designated
 Account to pay all such sums when due, the full amount of such
deficiency shall be immediately  due and payable by the Borrower.

(b)	The Borrower  may terminate  this direct debit
arrangement  at any time by sending written notice to the Bank.
If the  Borrower terminates  this arrangement,  then the principal
amount outstanding  under this Agreement  will at the option of
the Bank bear interest at a  rate per annum which is one (1.0)
percentage  point higher than the rate of interest otherwise
provided  under this Agreement  and the amount of each
payment will be increased accordingly.

3.5        Banking Days.  Unless otherwise  provided  in this
Agreement,   a banking day is a day other than a Saturday,
Sunday or other day on which commercial  banks are authorized
to close,  or are in fact closed,   in the state where the
Bank's lending office is located, and, if such day relates
to amounts bearing interest at an offshore rate (if any),
means any such day on which dealings  in dollar deposits are
conducted  among banks in the offshore dollar interbank market.
All payments and disbursements  which would be due or which are
received on a day which is not a banking day will be due
or applied, as applicable,  to the credit on the next banking
day.

3.6        Interest Calculation.   Except as otherwise  stated
in this Agreement,  all interest and fees, if any,  will be
computed on the basis of a 360-day year and the actual number
of days elapsed. This results in more interest or a higher fee
than if a 365-day year is used.  Installments  of principal
which are not paid when due under this Agreement  shall continue
to bear interest until paid.

3.7        Default Rate.  Upon the occurrence  of any default
or after maturity or after judgment has been rendered on any
obligation under this Agreement, all amounts outstanding
under this Agreement,  including any unpaid interest, fees,
or costs,  will at the option of the Bank bear interest at a
rate which is 6.0 percentage  point(s) higher than the rate
of interest otherwise  provided  under this Agreement.
This may result in compounding  of interest.  This will not
constitute a waiver of any default.

4.           CONDITIONS

Before the Bank is required to extend any credit to the Borrower
under this Agreement, it must receive any documents and other
items it may reasonably  require,   in form and content acceptable
to the Bank,   including any items specifically listed below.

4.1	Authorizations.    If the Borrower or any guarantor
is anything other than a natural person, evidence that the
execution,   delivery and performance by the Borrower and/or
such guarantor  of this Agreement and any instrument  or
agreement required under this Agreement have been duly
authorized.

4.2        Governing  Documents.   If required by the Bank,
a copy of the Borrower's  organizational  documents.

4.3        Security Agreements.   Signed original security
agreements  covering the personal  property collateral which
the Bank requires.

4.4        Perfection  and Evidence of Priority.  Evidence that
the security interests and liens in favor of the Bank are
valid,   enforceable,   properly perfected  in a manner
acceptable  to the Bank and prior to all others' rights and
interests, except those the Bank consents to in writing.  All
title documents  for motor vehicles which are part of the
collateral  must show the Bank's interest.

4.5        Payment of Fees.  Payment of all fees, expenses
and other amounts due and owing to the Bank.  If any fee is
not paid in cash, the Bank may, in its discretion, treat the
fee as a principal advance under this Agreement or deduct the
fee from the loan proceeds.

4.6        Environmental  Information.    A completed Bank form
Environmental  Questionnaire.





5.         REPRESENTATIONS AND WARRANTIES


When the Borrower signs this Agreement, and until the Bank is
repaid in full, the Borrower makes the following representations
and warranties.    Each request for an extension of credit
constitutes a renewal of these representations and warranties
as of the date of the request:

5.1       Formation.   If the Borrower is anything other than a
natural person, it is duly formed and existing under the laws
of the state or other jurisdiction  where organized.

5.2       Authorization.   This Agreement, and any instrument
or agreement required under this Agreement,  are within the
Borrower's powers, have been duly authorized, and do not conflict
with any of its organizational  papers.

5.3       Good Standing.   In each state in which the Borrower
does business,   it is properly licensed,    in good standing,
and,  where required,   in compliance  with fictitious  name
statutes.

5.4        Financial  Information.    All financial and other
information   that has been or will be supplied to the Bank is
sufficiently  complete to give the Bank accurate knowledge  of
the Borrower's  (and any guarantor's)  financial condition,
including all material contingent  liabilities.    Since the
date of the most recent financial statement  provided to the
Bank, there has been no material adverse change in the business
condition  (financial or otherwise),  operations,  properties or
prospects of the Borrower (or any guarantor).   If the Borrower
is comprised  of the trustees  of a trust,  the above
representations  shall also pertain to the trustor(s) of
the trust.

5.5        Lawsuits.  There is no lawsuit,  tax claim or other
dispute pending or threatened  against the Borrower which,   if
lost,  would impair the Borrower's financial condition  or ability
to repay the loan,  except as have been disclosed  in writing to
the Bank.

5.6        Other Obligations.   The Borrower is not in default on
any obligation for borrowed money, any purchase money
obligation or any other material lease, commitment, contract,
instrument or obligation, except as have been disclosed in writing
to the Bank.

5.7        Tax Matters.  The Borrower has no knowledge of any
pending assessments  or adjustments  of its income tax for
any year and all taxes due have been paid, except as have been
disclosed  in  writing to the Bank.

5.8        No Event of Default.  There is no event which is, or
with notice or lapse of time or both would be, a default under
this Agreement.

5.9        Collateral.  All collateral required in this Agreement
is owned by the granter of the security interest free of any title
defects or any liens or interests of others,  except those which
have been approved  by the Bank in writing.

5.10        ERISA Plans.

(a)	Each Plan (other than a multiemployer  plan) is in compliance
in all material respects with ERISA,  the Code and other federal or
state law,  including all applicable  minimum funding  standards
and there have been no prohibited transactions  with respect to any
Plan (other than a multiemployer  plan), which has resulted or could
reasonably be expected to result in a material adverse effect.

(b)     With respect to any Plan subject to Title IV of ERISA:

(i)     No reportable event has occurred  under Section 4043(c) of
ERISA which requires notice.

(ii)	No action by the Borrower or any ERISA Affiliate to terminate
or withdraw  from any Plan has been taken and no notice of intent to
terminate a Plan has been filed under Section 4041 or 4042 of ERISA.

(c)	The following  terms have the meanings   indicated for
purposes of this Agreement:
(i)	"Code" means the Internal Revenue Code of 1986,  as amended.
(ii)    "ERISA" means the Employee  Retirement  Income Security
Act of 1974,  as amended.
(iii)	"ERISA Affiliate"  means any trade or business  (whether
or not incorporated)  under common control with the Borrower
within the meaning of Section 414(b) or (c) of the Code.




(iv)    "Plan" means a plan within the meaning of Section 3(2)
of ERISA maintained  or contributed  to by the Borrower or any
ERISA Affiliate,  including any multiemployer  plan within the
meaning of Section 4001(a)(3)  of ERISA.

6.      COVENANTS

The Borrower agrees, so long as credit is available  under this
Agreement  and until the Bank is repaid in full:

6.1     Use of Proceeds.   To use the proceeds of the credit only
for business  purposes.

6.2     Financial  Information.  To provide the following
financial information and statements in form and content
acceptable to the Bank,  and such additional information  as
requested by the Bank from time to time.  The Bank reserves
the right,  upon written  notice to the Borrower, to require
the Borrower to deliver financial information  and statements
to the Bank more frequently than otherwise provided below, and
to use such additional information and statements to measure
any applicable  financial covenants  in this Agreement.

(a)   Within 120 days of Borrower's  fiscal year end:

(i)  The annual financial statements of the Borrower, certified
and dated by an authorized financial officer.  These financial
statements  must be audited (with an opinion satisfactory  to
the Bank) by a Certified Public Accountant acceptable to the
Bank.  The statements shall be prepared on a consolidated basis.

(ii)   A detailed aging of the Borrower's receivables by invoice
or a summary aging by account debtor, as specified  by the Bank.

(b)    Within 45 days after the date of filing with the Securities
and Exchange Commission, the semi-annual copies of the Form 10-K
Annual Report, 10-Q Quarterly Report and Form 8-K Current Report
for the Borrower.  The statements shall be prepared on a
consolidated basis.


6.3    Out of Debt Period.    To reduce the amount of advances
outstanding  under this Agreement  to not more than No Dollars
($0.00)  for a period of at least thirty (30) consecutive
days in each Line-Year.   "Line-Year"  means the period
between the date of this Agreement  and November  30,  2015,
and each subsequent  one-year  period (if any).  For the
purposes of this paragraph, "Advances" includes overdrafts
in the Borrower's  accounts.

6.4    Other Debts.  Not to have outstanding or incur any
direct or contingent  liabilities or lease obligations (other
than those to the Bank or to any affiliate of the Bank),  or
become liable for the liabilities of others, without the Bank's
written consent.   This does not prohibit:

(a)    Acquiring  goods,  supplies,  or merchandise  on normal
trade credit.
(b)    Liabilities,  lines of credit and leases in existence
on the date of this Agreement  disclosed  in writing to the Bank.
(c)    If the Borrower is a natural person,  additional  debts of
the Borrower as an individual for consumer  purposes.

6.5    Other Liens.  Not to create, assume, or allow any security
interest or lien (including judicial liens) on property the
Borrower  now or later owns,  except:


(a)    Liens and security interests in favor of the Bank or any
affiliate of the Bank.

(b)    Liens outstanding on the date of this Agreement disclosed
in writing to the Bank.


6.6     Maintenance  of Assets.

(a)    Not to sell, assign, lease, transfer or otherwise dispose
of any part of the Borrower's  business or the Borrower's
assets except inventory sold in the ordinary course of the
Borrower's  business.

(b)    Not to sell, assign, lease, transfer or otherwise dispose
of any assets for less than fair market value, or enter into
any agreement to do so.




(c)    Not to enter into any sale and leaseback agreement  covering
any of its fixed assets.
(d)    To maintain and preserve all rights, privileges, and
franchises  the Borrower now has.
(e)    To make any repairs, renewals, or replacements to keep
the Borrower's  properties  in good working condition.

6.7    Loans.  Not to make any loans, advances or other extensions
of credit to any individual or entity except for extensions  of
credit in the nature of accounts  receivable  or notes receivable
arising from the sale or lease of goods or services in the
ordinary course of business to non-affiliated  entities.

6.8    Change of Management.   Not to make any substantial change
in the present executive or management personnel of the Borrower.

6.9    Change of Ownership.   If the Borrower is anything other
than a natural person, not to cause, permit, or suffer
any change in capital ownership  such that there is a material
change, as determined  by the Bank in  its sole discretion, in
the direct or indirect capital ownership of the Borrower.

6.10   Additional Negative Covenants.   Not to, without the Bank's
written consent:

(a)    Enter into any consolidation, merger, or other combination,
or become a partner in a partnership,  a member of a
joint venture, or a member of a limited liability company.

(b)    Acquire or purchase a business or its assets.
(c)    Engage in any business activities substantially different
from the Borrower's  present business.
(d)    Liquidate or dissolve the Borrower's  business.

6.11   Notices to Bank.  To promptly notify the Bank in writing of:

(a)	Any event of default under this Agreement, or any event
which, with notice or lapse  of time or both, would constitute
an event of default.

(b)    Any change in the Borrower's name, legal structure,
principal residence, or name on any driver's license or special
identification card issued by any state (for an individual),
state of registration (for a registered entity), place of
business, or chief executive office if the Borrower has more
than one place of business.

6.12    Insurance

(a)     General Business Insurance.  To maintain insurance
as is usual for the business  it is in.

(b)	Insurance Covering  Collateral.   To maintain all risk
property damage  insurance policies (including without
limitation  windstorm  coverage,  and hurricane coverage as
applicable)  covering the tangible property comprising
the  collateral.   Each insurance policy must be for the
full replacement cost of the collateral and include a
replacement cost endorsement.  The insurance must be issued
by an insurance company acceptable to the Bank and must
include a lender's loss payable endorsement in favor of
the Bank in a form acceptable to the Bank.

(c)	Evidence  of Insurance.  Upon the request of the Bank,
to deliver to the Bank a copy of each insurance  policy, or,
if permitted  by the Bank, a certificate  of insurance  listing
all insurance  in force.

6.13    Compliance with Laws.  To comply with the laws
(including any fictitious or trade name statute),  regulations,
and orders of any government  body with authority over the
Borrower's  business.  The Bank shall have no obligation to
make any advance to the Borrower except in compliance  with all
applicable  laws and regulations  and the Borrower shall fully
cooperate  with the Bank in complying  with all such applicable
laws and regulations.

6.14    Books and Records.  To maintain adequate books and
records.






6.15      Audits.  To allow the Bank and its agents to inspect
the Borrower's  properties  and examine, audit, and make copies
of books and records at any reasonable time.  If any of the
Borrower's  properties,  books or records are in the possession
of a third party, the Borrower authorizes  that third party to
 permit the Bank or its agents to have access to perform
inspections or audits and to respond to the Bank's requests for
information  concerning  such properties,  books and records.

6.16	Perfection  of Liens.  To help the Bank perfect and
protect its security interests and liens, and reimburse  it for
related costs it incurs to protect its security interests and
liens.

6.17    Cooperation.   To take any action reasonably requested
by the Bank to carry out the intent of this Agreement.

6.18	Bank as Principal Depository.   To maintain the Bank
or one of its affiliates as its principal depository  bank,
including for the maintenance  of business, cash management,
operating  and administrative  deposit accounts.

7.      HAZARDOUS  SUBSTANCES

7.1     Indemnity Regarding Hazardous Substances.   The Borrower
will indemnify and hold harmless the Bank from any loss or
liability the Bank incurs in connection  with or as a result
of this Agreement, which directly or indirectly arises
out of the use, generation, manufacture,  production, storage,
release, threatened  release, discharge, disposal or presence
of a hazardous  substance.    This indemnity will apply whether
the hazardous substance is on, under or about the Borrower's
property or operations  or property leased to the Borrower.
The indemnity  includes but is not limited to attorneys' fees
(including the reasonable  estimate of the allocated cost of
in-house counsel and staff).    The indemnity extends to the
Bank, its parent, subsidiaries  and all of their directors,
officers, employees,   agents, successors,  attorneys
and assigns.

7.2    Compliance Regarding Hazardous Substances.  The Borrower
represents and warrants  that the Borrower has complied with
all current and future laws, regulations and ordinances  or
other requirements of any governmental authority relating
to or imposing liability or standards of conduct concerning
 protection of health or the environment or hazardous
substances.

7.3    Notices Regarding Hazardous Substances.   Until full
repayment of the loan, the Borrower will promptly notify
the Bank in writing of any threatened or pending investigation
of the Borrower or its operations by any governmental agency
under any current or future law, regulation or ordinance
pertaining to any hazardous  substance.

7.4    Site Visits, Observations  and Testing.  The Bank and
its agents and representatives will have the right at any
reasonable time, after giving reasonable notice to the Borrower,
to enter and visit any locations where the collateral securing
this Agreement (the "Collateral") is located for the purposes
of observing the Collateral, taking and removing environmental
samples, and conducting  tests.  The Borrower shall reimburse
the Bank on demand for the costs of any such environmental
investigation  and testing.  The Bank will make reasonable
efforts during any site visit, observation or testing
conducted  pursuant to this paragraph to avoid interfering
with the Borrower's use of the Collateral.  The Bank is
under no duty to observe the Collateral or to conduct tests,
and any such acts by the Bank will be solely for the purposes
of protecting the Bank's security and preserving the Bank's
rights under this Agreement.  No site visit, observation or
testing or any report or findings  made as a result thereof
("Environmental Report") (i) will result in a waiver of any
default of the Borrower;  (ii) impose any liability on the
Bank; or (iii) be a representation  or warranty of any kind
regarding the Collateral (including its condition or value
or compliance with any laws) or the Environmental Report
(including its accuracy or completeness).  In the event the
Bank has a duty or obligation  under applicable laws, regulations
or other requirements to disclose an Environmental Report
to the Borrower or any other party, the Borrower authorizes
the Bank to make such a disclosure.   The Bank may also
disclose an Environmental  Report to any regulatory authority,
and to any other parties as necessary or appropriate
in the Bank's judgment.   The Borrower further understands
and agrees that any Environmental  Report or other
information regarding a site visit, observation or testing
that is disclosed to the Borrower by the Bank or its agents
and representatives  is to be evaluated (including  any
reporting or other disclosure  obligations  of the Borrower)
by the Borrower without  advice or assistance from the Bank.

7.5    Definition of Hazardous Substances. "Hazardous
substances"  means any substance, material or waste that is
or becomes designated or regulated as "toxic," "hazardous,"
"pollutant,"   or "contaminant"  or a similar designation  or
regulation under any current or future federal, state or
local law (whether under common law, statute, regulation or
otherwise) or judicial or administrative interpretation
of such, including without limitation petroleum or
 natural gas.

7.6    Continuing  Obligation.  The Borrower's obligations
to the Bank under this Article, except the obligation to give






notices to the Bank,  shall survive termination  of this
Agreement  and repayment of the Borrower's  obligations to
the Bank under this Agreement.

8.    DEFAULT AND REMEDIES

Without  limiting any of the Bank's rights and remedies in
this Agreement,  if any of the following  events of default
occurs, the Bank may do one or more of the following without
prior notice: declare the Borrower in default, stop making any
additional  credit available to the Borrower, and require the
Borrower to repay its entire debt immediately.   If an event
which,  with notice or the passage of time, will constitute
an event of default has occurred  and is continuing, the Bank
has no obligation to make advances or extend additional
credit under this Agreement.   In addition, if any event of
default occurs, the Bank shall have all rights, powers and
remedies available  under any instruments  and agreements
required by or executed  in connection  with this Agreement,
as well as all rights and remedies available at law or in
equity.  If an event of default occurs under the paragraph
entitled "Bankruptcy/Receivers,"  below, with respect to
the Borrower, then the entire debt outstanding under this
Agreement  will automatically  be due immediately.

8.1    Failure to Pay.  The Borrower fails to make a
payment under this Agreement  when due.

8.2    Covenants.   Any default in the performance of or
compliance with any obligation, agreement or other provision
contained in this Agreement  (other than those specifically
described as an event of default in this Article).

8.3    Other Bank Agreements.  Any default occurs under
any guaranty, subordination agreement, security agreement,
deed of trust, mortgage, or other document required by
or delivered in connection with this Agreement or any such
document is no longer in effect, or any guarantor purports
to revoke or disavow the guaranty; or any representation  or
warranty made by any guarantor  is false when made or
deemed to be made;  or any default occurs under any other
agreement  the Borrower (or any Obliger) has with the Bank
 or any affiliate of the Bank.  For purposes of this Agreement,
"Obliger" shall mean any guarantor, any party pledging
collateral to the Bank, or, if the Borrower is comprised
of the trustees of a trust, any truster.

8.4    Cross-default.  Any default occurs under any agreement
in connection with any credit the Borrower (or any Obliger)
has obtained from anyone else or which the Borrower (or any
Obliger) or any of the Borrower's  related entities or
affiliates  has guaranteed.

8.5    False Information.  The Borrower or any Obliger has
given the Bank false or misleading  information or
representations.

8.6    Bankruptcy/Receivers.  The Borrower, any Obliger,
or any general partner of the Borrower or of any Obliger
files a bankruptcy  petition, a bankruptcy  petition is
filed against any of the foregoing  parties and such
petition is not dismissed within  a period of forty-five
(45) days after the filing, or the Borrower, any Obliger,
or any general partner of the Borrower or of any Obliger
makes a general assignment  for the benefit of creditors;
or a receiver or similar official is appointed for a
substantial  portion of Borrower's or any Obliger's
business; or the business is terminated, or such Obliger
is liquidated or dissolved.

8.7    Revocation  or Termination.   If the Borrower is
comprised  of the trustee(s)  of a trust, the trust is
revoked or otherwise terminated or all or a substantial
part of the Borrower's assets are distributed  or otherwise
disposed  of.

8.8    Lien Priority.  The Bank fails to have an enforceable
first lien (except for any prior liens to which the Bank has
consented in writing) on or security interest in any
property given as security for this Agreement (or any
guaranty).

8.9    Judgments.  Any judgments or arbitration awards
are entered against the Borrower or any Obliger.

8.10   Death.  If the Borrower or any Obliger is a natural
person, the Borrower or such Obliger dies or becomes
legally incompetent;   if the Borrower or any Obliger is
a trust,  a truster dies or becomes legally incompetent;
if the Borrower or any Obliger is a partnership,
any general partner dies or becomes legally incompetent.

8.11     Material Adverse  Change.  A material adverse
change occurs,  or is reasonably  likely to occur,  in
the Borrower's (or  any Obliger's) business condition
(financial or otherwise), operations, or properties,
or ability to repay the credit.

8.12     Government  Action.  Any government authority
takes action that the Bank believes materially adversely
affects the Borrower's or any Obliger's financial
condition or ability to repay.





8.13    ERISA Plans.  A reportable event occurs under
Section 4043(c) of ERISA, or any Plan termination  (or
commencement of proceedings  to terminate  a Plan) or
the full or partial withdrawal from a Plan under Section 4041
or 4042 of ERISA occurs;  provided such event or events
could reasonably be expected, in the judgment of the Bank,
to have a material adverse effect.

9.    ENFORCING  THIS AGREEMENT;  MISCELLANEOUS

9.1   GAAP.  Except as otherwise stated in this Agreement,
all financial  information  provided to the Bank and all
financial  covenants  will be made under generally accepted
accounting  principles,   consistently  applied or another basis
acceptable  to the Bank.

9.2   Governing  Law.   Except to the extent that any law of
the United States may apply, this Agreement shall be governed
and interpreted according to the laws of New York (the
"Governing  Law State"), without regard to any choice of
law, rules or principles to the contrary.  Nothing in this
paragraph shall be construed to limit or otherwise affect any
rights or remedies of the Bank under federal law.

9.3   Venue and Jurisdiction. The Borrower agrees that any
action or suit against the Bank arising out of or relating
to this Agreement  shall be filed in federal court or state
court located in the Governing  Law State.   The Borrower
agrees that the Bank shall not be deemed to have waived its
rights to enforce this section by filing an action or suit
against the Borrower in a venue outside of the Governing
Law State.    If the Bank does commence  an action or suit
arising out of or relating to this Agreement,  the Borrower
agrees that the case may be filed in federal court or state
court in the Governing Law State.  The Bank reserves the right
to commence  an action or suit in any other jurisdiction
where the Borrower, any Guarantor,   or any collateral  has
any presence or is located.  The Borrower consents to personal
jurisdiction  and venue in such forum selected by the Bank and
waives any right to contest jurisdiction  and venue and the
convenience  of any such forum.   The provisions of this
section are material inducements to the Bank's acceptance
of this Agreement.

9.4   Successors and Assigns. This Agreement is binding on
the Borrower's  and the Bank's successors  and assignees.
The Borrower agrees that it may not assign this Agreement
without the Bank's prior consent.

9.5   Waiver of Jury Trial.  EACH PARTY HERETO HEREBY
IRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT  PERMITTED  BY
APPLICABLE  LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING  DIRECTLY  OR INDIRECTLY  ARISING  OUT
OF OR RELATING  TO THIS AGREEMENT  OR ANY OTHER  DOCUMENT
EXECUTED  IN CONNECTION  HEREWITH  OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY  (WHETHER  BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).   EACH PARTY HERETO  (a) CERTIFIES
THAT NO REPRESENTATIVE,  AGENT OR ATTORNEY  OF ANY OTHER
PERSON  HAS REPRESENTED,  EXPRESSLY  OR OTHERWISE,  THAT
SUCH OTHER  PERSON WOULD  NOT,  IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE  THE FOREGOING  WAIVER,  (b) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES  HERETO  HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT  AND THE OTHER DOCUMENTS
CONTEMPLATED   HEREBY BY, AMONG  OTHER THINGS, THE MUTUAL
WAIVERS  AND CERTIFICATIONS   IN THIS SECTION AND (c)
CERTIFIES THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND
VOLUNTARILY  MADE.

9.6   Severability;  Waivers. If any part of this Agreement
is not enforceable,   the rest of the Agreement  may be
enforced.    The Bank retains all rights, even if it makes
a loan after default.   If the Bank waives  a default,
it may enforce a later default.  Any consent or waiver
under this Agreement  must be in writing.

9.7   Expenses.

(a)   The Borrower shall pay to the Bank immediately  upon
demand the full amount of all payments,  advances, charges,
costs and expenses,  including reasonable attorneys'  fees,
expended  or incurred  by the Bank in connection  with (a)
the negotiation  and preparation  of this Agreement  and
any related agreements,  the Bank's continued  administration
of this Agreement  and such related agreements,   and the
preparation  of any amendments  and waivers related to
this Agreement  or such related agreements, (b) filing,
recording and searchfees, appraisal fees, field examination
fees,  title report fees, and documentation fees with
respect to any collateral and books and records of the
Borrower or any Obligor,   (c) the Bank's costs or losses
arising from any changes  in law which are allocated
to this Agreement  or any credit outstanding  under
this Agreement,  and (d) costs or expenses  required to
be paid by the Borrower or any Obligor that are paid,
incurred or advanced  by the Bank.





(b)	The Borrower will indemnify and hold the Bank
harmless from any loss, liability, damages, judgments,
and costs of any kind relating to or arising directly or
indirectly out of (a) this Agreement or any document required
hereunder, (b) any credit extended or committed by the Bank
to the Borrower hereunder, and (c) any litigation or
proceeding  related to or arising out of this Agreement,
any such document, or any such credit, including, without
limitation, any act resulting from the Bank complying with
instructions the Bank reasonably  believes are made by
any Authorized  Individual.  This paragraph will survive
this Agreement's  termination,  and will benefit the Bank and
its officers, employees,  and agents.

(c)	The Borrower shall reimburse the Bank for any
reasonable  costs and attorneys' fees incurred by the Bank in
connection  with (a) the enforcement  or preservation  of
the Bank's rights and remedies and/or the collection of any
obligations  of the Borrower which become due to the Bank
and in connection with any "workout"  or restructuring,
and (b) the prosecution  or defense of any action in any
way related to this Agreement, the credit provided
hereunder or any related agreements, including without
limitation, any action for declaratory relief, whether
incurred at the trial or appellate  level, in an arbitration
proceeding  or otherwise,  and including any of the foregoing
incurred in connection  with any bankruptcy  proceeding
(including without  limitation, any adversary  proceeding,
contested  matter or motion brought by the Bank or any other
person) relating to the Borrower or any other person
or entity.

9.8     Individual  Liability. If the Borrower is a natural
person, the Bank may proceed against the Borrower's  business
and non-business  property in enforcing this and other
agreements  relating to this loan.  If the Borrower is a
partnership, the Bank may proceed against the business and
non-business  property of each general partner of the Borrower
in enforcing this and other agreements  relating to this loan.

9.9     Joint and Several Liability. If two or more Borrowers
sign this Agreement,  each Borrower agrees that it is jointly
and severally  liable to the Bank for the payment of all
obligations  arising under this Agreement,   and that such
liability is independent  of the obligations of the other
Borrowers.

9.10    Set-Off.   Upon and after the occurrence of an event
of default under this Agreement,  (a) the Borrower hereby
authorizes  the Bank, at any time and from time to time,
without  notice,  which is hereby expressly waived by the
Borrower, and whether or not the Bank shall have declared
any credit subject hereto to be due and payable in accordance
with the terms hereof, to set off against, and to appropriate
and apply to the payment of, the Borrower's Obligations (whether
matured or unmatured, fixed or contingent, liquidated or
unliquidated), any and all amounts owing by the Bank to the
Borrower  (whether payable in U.S. dollars or any other currency,
whether  matured or unmatured,  and in the case of deposits,
whether  general or special (except trust and escrow accounts),
time or demand and however evidenced), and (b) pending any
such action, to the extent necessary, to hold such amounts
as collateral to secure such Obligations  and to return as
unpaid for insufficient funds any and all checks and other
items drawn against any deposits so held as the Bank,
in  its sole discretion,  may elect.  The Borrower hereby
grants to the Bank a security interest in all deposits and
accounts maintained with the Bank to secure the payment
of all Obligations  of the Borrower to the Bank under this
Agreement  and all agreements,  instruments  and documents
related to this Agreement. "Obligations"  means all obligations,
now or hereafter existing, of the Borrower to the Bank under
this Agreement  and under any other agreement  or instrument
executed  in connection with this Agreement.

9.11      One Agreement.  This Agreement and any related
security or other agreements  required by this Agreement
constitute the entire agreement between Borrower and Bank
with respect to each credit subject hereto and supersede  all
prior negotiations, communications, discussions and
correspondence concerning the subject matter hereof.

In the event of any conflict between this Agreement and
any other agreements required by this Agreement, this
Agreement will prevail.

9.12     Notices.  Unless otherwise provided in this Agreement
or in another agreement  between the Bank and the Borrower,
all notices required under this Agreement  shall be personally
delivered or sent by first class mail, postage prepaid, or
by overnight courier to the addresses  on the signature
page of this Agreement, or to such other addresses  as
the Bank and the Borrower may specify from time to time in
writing.    Notices and other communications  shall be
effective (i) if mailed, upon the earlier of receipt or
five (5) days after deposit in the U.S. mail, first class,
postage prepaid, or (ii) if hand-delivered,  by courier or
otherwise  (including telegram, lettergram or mailgram),
when delivered.

9.13	Headings.  Article and paragraph headings are for
reference only and shall not affect the interpretation  or
meaning of any provisions of this Agreement.




9.14    Counterparts.  This Agreement may be executed in
any number of counterparts, each of which, when so executed,
shall be deemed to be an original, and all of which when
taken together shall constitute one and the same Agreement.
Delivery of an executed counterpart  of this Agreement
(or of any agreement or document  required by this Agreement
and any amendment  to this Agreement)  by telecopy  or other
electronic  imaging means shall be as effective as delivery
of a manually executed counterpart  of this Agreement;
provided,  however, that the telecopy or other electronic
image shall be promptly followed  by an original if required
by the Bank.

9.15    Borrower Information;  Reporting to Credit Bureaus.
The Borrower authorizes  the Bank at any time to verify  or
check any information  given by the Borrower to the Bank,
check the Borrower's  credit references, verify employment,
and obtain credit reports.  The Borrower agrees that the
Bank shall have the right at all times to disclose and
report to credit reporting agencies  and credit rating
agencies such information  pertaining to the Borrower
and/or all guarantors  as is consistent  with the Bank's
policies and practices from time to time in effect

9.16   Customary  Advertising Material.  The Borrower and
each Obligor consent to the publication  by the Bank of
customary  advertising  material relating   to the
transactions  contemplated  hereby using the name,  product
photographs, logo or trademark  of the Borrower or such
Obligor.                       .'

9.17   Amendments.  This Agreement may be amended or
modified only in writing signed by each party hereto.

9.18   Limitation  of Interest and Other Charges.  If,
at any time,   the rate of interest,  together with all
amounts which constitute  interest and which are reserved,
charged or taken by the Bank as compensation  for fees,
services or expenses incidental to the making,
negotiating  or collection of the loan evidenced  hereby,
shall be deemed by any competent  court of law,  governmental
agency or tribunal to exceed the maximum  rate of interest
permitted to be charged by the Bank to the Borrower under
applicable  law,  then,  during such time as such rate of
interest would  be deemed excessive,   that portion of each
sum paid attributable  to that portion of such interest
rate that exceeds the maximum  rate of interest so permitted
shall be deemed a voluntary  prepayment  of principal.  As
used herein,  the term "applicable   law"  shall mean the
law in effect as of the date hereof;  provided,  however,
that in the event there is a change  in the law which results
in a higher permissible  rate of interest,  then this
Agreement shall be governed by such new law as of its
effective date.





The Borrower executed this Agreement  as of the date stated
at the top of the first page, intending to create an instrument
executed  under seal.

Bank:

Bank of America,  N.A.


By:  /s/ Michael Borello, Vice President
________________________________________

Michael Borello, ViCe8Sident


Borrower:

Scientific Industries, Inc.


By: /s/ Helena Santos
_____________________		(Seal)
Helena Santos, Chief Executive Officer




Address where notices to Scientific Industries, Inc. are to
be sent:

70 Orville Drive
Bohemia,  NY 11716-2547

Address where notices to the Bank are to be sent:

Doc Retention - GCF
CT2-515-BB-03
70 Batterson  Park Road
Farmington,  CT  06032
Facsimile:  (866) 255-9922


Federal law requires Bank of America,  N.A. (the "Bank") to
provide the following notice.    The notice is not part of
the foregoing agreement orinstrument and may not be altered.
Please read the notice carefully.

(1)         USA PATRIOT ACT NOTICE

Federal law requires all financial  institutions to obtain,
verify and record information that identifies each person
who opens an account or obtains a loan.  The Bank will ask
for the Borrower's legal name, address, tax ID number or
social security number and other identifying  information.
The Bank may also ask for additional information or
documentation or take other actions reasonably  necessary
to verify the identity of the Borrower, guarantors or other
related persons.





                          SCHEDULE  A
                            FEES

(a)	Waiver  Fee.    If the Bank, at its .discretion,
agrees to waive or amend any terms of this Agreement,  the
Borrower will, at the Bank's option, pay the Bank a fee for
each waiver or amendment  in an amount advised by the Bank at
the time the Borrower requests the waiver or amendment.
Nothing in this paragraph  shall imply that the Bank is
obligated to agree to any waiver or amendment  requested
by the Borrower.  The Bank may impose additional
requirements  as a condition  to any waiver or amendment.

(b)	Late Fee.   To the extent permitted  by law, the
Borrower agrees to pay a late fee in an amount not to exceed
four percent (4%) of any payment that is more than fifteen
(15) days late; provided that such late fee shall be reduced
to two percent (2%) of any required principal and interest
payment that is not paid within fifteen (15) days of the
date it is due if the loan is secured by a mortgage on an
owner-occupied  residence.   The imposition and payment
of a late fee shall not constitute  a waiver of the Bank's
rights with respect to the default.