8-K

UNITED STATES
SECURITIES AND EXCHANGE  COMMISSION
WASHINGTON, DC 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)      March 27, 2006                                                  

                                                 HICKOK INCORPORATED                                                        
(Exact name of registrant as specified in its charter)

                 Ohio              
(State or other jurisdiction
of incorporation)
                 0-147                
(Commission
File Number)
         34-0288470      
(IRS Employer
Identification No.)

    10514 Dupont Avenue      Cleveland, Ohio                                                                                44108
    (Address of principal executive offices)                                                                             (Zip Code)


Registrant's telephone number, including area code         (216) 541-8060                                              


                                                                                                                                                                    

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01    Entry into a Material Definitive Agreement.

The information provided in item 2.03 is incorporated herein by reference.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 27, 2006, Hickok Incorporated (the "Company") entered into a new credit arrangement (the "credit arrangement") with National City Bank (the "Lender"). The terms and conditions of the credit arrangement are set forth in a Commercial Note (the “Commercial Note” or “Note”), an Addendum to the Commercial Note (the “Note Addendum”), and a Borrowing Base Addendum to the Commercial Note (the “Borrowing Base Addendum” and, together with the Note and Note Addendum, the “credit arrangement documents”), all of which were executed by the Company and delivered to the Lender on March 27, 2006. The Note expires February 28, 2007 and provides for a revolving credit facility of $2,500,000 with interest generally equal to two and one half of one percent per annum plus one month LIBOR and is secured by the Company's investments, accounts receivable, inventory, equipment and general intangibles.
 
Each loan made under the credit arrangement will be due and payable in full on the expiration date of the Note.  Interest on each loan made under the credit arrangement is payable in arrears on May 1, 2006, and on the first day of each month thereafter, at maturity, and on demand thereafter.
 
The Note Addendum requires that the Company maintain an effective tangible net worth of not less than $8,000,000, effective as of September 30, 2006 and tested on an annual basis. The Note Addendum also requires the Company to maintain a pre-tax interest coverage ratio of not less than 3.00 to 1.00 as of the end of the fiscal period ending September 30, 2006.

The Borrowing Base Addendum generally allows for borrowing based on an amount equal to eighty five percent (85%) of eligible receivables, plus an amount equal to the lesser of either forty percent of eligible inventory or $1,000,000. The Note provides that upon the occurrence of certain events of default, the Lender may immediately terminate the credit arrangement, and the Company's obligations under the credit facility may be accelerated. Such events of default are set forth in the various credit arrangement documents and include, without limitation:  failure to comply with the terms, obligations, and covenants of the credit arrangement documents; the encumbrance of any property securing any debt to the Lender by mortgage, security interest or other lien unless consented to by the Lender; failure of the Company to maintain an effective tangible net worth and interest coverage ratio at certain specified levels; and other customary defaults.
 
A copy of the Note, Note Addendum and Borrowing Base Addendum are included as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, and the above summary is qualified in its entirety by reference to those Exhibits.

Item 9.01    Financial Statements and Exhibits
     
            (d) Exhibits.

Exhibit Number	Description of Exhibit
10.1	Commercial Note, dated March 27, 2006, executed by Hickok Incorporated and delivered to National City Bank.
10.2	Addendum to Commercial Note, dated March 27, 2006, executed by Hickok Incorporated and delivered to National City Bank.
10.3	Borrowing Base Addendum to Commercial Note, dated March 27, 2006, executed by Hickok Incorporated and delivered to National City Bank.

           

SIGNATURES

            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.

HICKOK INCORPORATED                    

By:  /s/ Robert L. Bauman                        
Robert L. Bauman                            
   President and CEO                          

Date:    March 31, 2006

EXHIBIT  INDEX

Exhibit Number	Description of Exhibit
10.1	Commercial Note, dated March 27, 2006, executed by Hickok Incorporated and delivered to National City Bank.
10.2	Addendum to Commercial Note, dated March 27, 2006, executed by Hickok Incorporated and delivered to National City Bank.
10.3	Borrowing Base Addendum to Commercial Note, dated March 27, 2006, executed by Hickok Incorporated and delivered to National City Bank.

           

EX-10

Exhibit 10.1

COMMERCIAL NOTE: REVOLVING CREDIT (Ohio) One Month LIBOR Daily Indexed - Corporate Flex

Amount	City,  State	Date	FOR BANK USE ONLY
$2,500,000.00	Cleveland, OH	3/27/2006	Obligor  #
			Obligation  #
			Office

FOR VALUE RECEIVED, Hickok Incorporated ("Borrower"), whose mailing address is 10514 Dupont Avenue, Cleveland, OH 44108, hereby promises to pay to the order of National City Bank ("Bank"), a national banking association having a banking office at 1900 East 9th Street, Cleveland, OH 44114, Attention: Commercial Loan Division at the address specified on the bills received by Borrower from Bank (or at such other place as Bank may from time to time designate by written notice) in lawful money of the United States of America, the principal sum of Two Million Five Hundred Thousand and No One-Hundredths Dollars ($2,500,000.00) or such lesser amount as may appear on this Note, or as may be entered in a loan account on Bank's books and records, or both, together with interest, all as provided below.

1. Commitment. This Note evidences an arrangement (the "Subject Commitment") whereby Borrower may, on the date of this Note and thereafter until (but not including) February 28, 2007 (the "Expiration Date") or such earlier date upon which the Subject Commitment is terminated or reduced to zero, obtain from Bank, subject to the terms and conditions of this Note, such loans (each a "Subject Loan") as Borrower may from time to time properly request. The amount of the Subject Commitment shall be equal to the face amount of this Note, provided, that Borrower shall have the right, at any time and from time to time, to permanently reduce the amount of the Subject Commitment to any amount that is an integral multiple of _One Thousand and 00/100 Dollars ($1,000.00) (the "Minimum Borrowing Amount") by giving Bank not less than one  (1)  Banking Day's prior notice (which shall be irrevocable) of the effective date of the reduction, provided, that no reduction in the amount of the Subject Commitment shall be effective if, after giving effect to that reduction, the aggregate unpaid principal balance of the Subject Loans would exceed the amount of the Subject Commitment as so reduced. Regardless of any fee or other consideration received by Bank, the Subject Commitment may be terminated pursuant to section 10.

2. Fees. Borrower shall pay Bank, on the date of this Note, a non-refundable closing fee in an amount of Two Thousand Five Hundred and 00/100 dollars ($2,500.00) and pay Bank a commitment fee  (a)  in arrears on September 30, 2006 and annually thereafter and upon the termination of the Subject Commitment or the reduction thereof to zero,  (b)  based on the average daily difference between the amount of the Subject Commitment and the aggregate unpaid principal balance of the Subject Loans during the period from the due date of the last such fee (or, if none, the date of this Note) to the due date of the fee in question, and  (c)  computed at the rate of One Quarter of One percent (.25%) per annum.

3. Loan Requests; Disbursement. A Subject Loan is properly requested if requested orally or in writing not later than 2:00  p.m., Banking-Office Time, of the Banking Day upon which that Subject Loan is to be made. Each request for a Subject Loan shall of itself constitute, both when made and when honored, a representation and warranty by Borrower to Bank that Borrower is entitled to obtain the requested Subject Loan. Bank is hereby irrevocably authorized to make an appropriate entry on this Note, in a loan account on Bank's books and records, or both, whenever Borrower obtains a Subject Loan. Each such entry shall be prima facie evidence of the data entered, but the making of such an entry shall not be a condition to Borrower's obligation to pay. Bank is hereby directed, absent notice from Borrower to the contrary, to disburse the proceeds of each Subject Loan to Borrower's general checking account with Bank. Bank shall have no duty to follow, nor any liability for, the application of any proceeds of any Subject Loan.

4. Conditions: Subject Loans. Each Subject Loan shall be in an amount that is an integral multiple of the Minimum Borrowing Amount. Borrower shall not be entitled to obtain any Subject Loan  (a)  on or after the termination of the Subject Commitment or the reduction thereof to zero,  (b)  if either at the time of Borrower's request for that loan or when that request is honored there shall exist or would occur any Event of Default,  (c)  if any representation, warranty, or other statement (other than any expressly made as of a single date) made by any Person (other than Bank) in any Related Writing would, if made either as of the time of Borrower's request for that Subject Loan or as of the time when that request is honored, be untrue or incomplete in any respect, or  (d)  if after giving effect to that Subject Loan and all others for which requests are then pending, the aggregate unpaid principal balance of the Subject Loans would exceed the then amount of the Subject Commitment.

5. Interest. The unpaid principal balance of each Subject Loan shall at all times bear interest at the Contract Rate, provided,that so long as  (a)  any principal of any Subject Loan remains unpaid after Bank shall have given Borrower notice of demand for any such principal or after the commencement of any Proceeding with respect to Borrower, or  (b)  any accrued interest on any Subject Loan remains unpaid after the due date of that interest, then, and in each such case, all unpaid principal of this Note and all overdue interest on that principal shall bear interest at a fluctuating rate equal to two percent  (2%)  per annum above the rate that would otherwise be applicable, but in no case less than two percent  (2%)  per annum above the Prime Rate; provided further, that in no event shall any principal of or interest on any Subject Loan bear interest at any time after the giving of any such notice or the commencement of any such Proceeding, whichever shall first occur, at a lesser rate than the rate applicable thereto immediately after the giving of that notice or the commencement of that Proceeding, as the case may be. The "Contract Rate" shall at all times be a fluctuating rate equal to Two and One Half of One percent  (2.50%)  per annum plus One Month LIBOR, provided, that in the event One Month LIBOR is unavailable as a result of Bank’s good faith determination of the occurrence of one of the events specified in section 5, the " Contract Rate" shall be a fluctuating rate equal to the Prime Rate.

Interest on each Subject Loan shall be payable in arrears on May 1, 2006, and on the 1st day of each Month thereafter, at Maturity, and on demand thereafter. The One Month LIBOR rate shall be adjusted by Bank, as necessary, at the end of each Banking Day during the term hereof. Bank shall not be required to notify Borrower of any adjustment in the One Month LIBOR rate; however, Borrower may request a quote of the prevailing Contract Rate on any Banking Day.

6. LIBOR Unavailable. Notwithstanding any provision or inference to the contrary, the Contract Rate shall not be based on One Month LIBOR if Bank shall determine in good faith that  (a) any governmental authority has asserted that it is unlawful for Bank to fund, make, or maintain loans bearing interest based on One Month LIBOR, or  (b)  circumstances affecting the market selected by Bank for the purpose of funding the Subject Loans make it impracticable for Bank to determine One Month LIBOR. Bank's books and records shall be conclusive (absent obvious error) as to whether Bank shall have determined that the Contract Rate is prohibited from being based on One Month LIBOR. If the Contract Rate is prohibited from being based on One Month LIBOR as a result of the occurrence of one of the events referenced in this section 6, then, and in each such case, notwithstanding any provision or inference to the contrary, the then outstanding principal balance of this Note shall, upon Bank giving Borrower notice of Bank's determination of the occurrence of such an event, bear interest at a Contract Rate based on the Prime Rate as contemplated in section 5.

7. Repayment. Subject to section 10, each Subject Loan shall be due and payable in full on the Expiration Date. Borrower shall have the right to prepay the principal of the Subject Loans in whole or in part, provided, that each such prepayment shall be in an amount that is an integral multiple of the Minimum Borrowing Amount. Each prepayment of a Subject Loan may be made without premium or penalty.

If any payment is required to be made on a day which is not a Banking Day, such payment shall be due on the next immediately following Banking Day and interest shall continue to accrue at the applicable rate.

8. Definitions. As used in this Note, except where the context clearly requires otherwise, "Affiliate"  means, when used with reference to any Person (the "subject"), a Person that is in control of, under the control of, or under common control with, the subject, the term "control" meaning the possession, directly or indirectly, of the power to direct the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise; "Bank  Debt"  means, collectively, all Debt to Bank, whether incurred directly to Bank or acquired by it by purchase, pledge, or otherwise, and whether participated to or from Bank in whole or in part; "Banking  Day"  means any day (other than any Saturday, Sunday or legal holiday) on which Bank's banking office is open to the public for carrying on substantially all of its banking functions; "Banking-Office  Time"  means, when used with reference to any time, that time determined at the location of Bank's banking office; "Date of Reference" means, on any Banking Day, a date which is two (2) Eurodollar Banking Days prior to the Banking Day in question; "Debt"  means, collectively, all obligations of the Person or Persons in question, including, without limitation, every such obligation whether owing by one such Person alone or with one or more other Persons in a joint, several, or joint and several capacity, whether now owing or hereafter arising, whether owing absolutely or contingently, whether created by lease, loan, overdraft, guaranty of payment, or other contract, or by quasi-contract, tort, statute, other operation of law, or otherwise; "Eurodollar Banking Day" means any Banking Day on which banks in the London Interbank Market deal in United States dollar deposits and on which banking institutions are generally open for domestic and international business at the place where Bank's banking office is located and in New York City; "Maturity"  means, when used with reference to any Subject Loan, the date (whether occurring by lapse of time, acceleration, or otherwise) upon which that Subject Loan is due; "Note" means this promissory note (including, without limitation, each addendum, allonge, or amendment, if any, hereto); "Obligor"  means any Person who, or any of whose property, shall at the time in question be obligated in respect of all or any part of the Bank Debt of Borrower and (in addition to Borrower) includes, without limitation, co-makers, indorsers, guarantors, pledgors, hypothecators, mortgagors, and any other Person who agrees, conditionally or otherwise, to assure such other Obligor's creditors or any of them against loss; "One Month LIBOR" means, with respect to a loan, the rate per annum (rounded upwards, if necessary, to the next higher 1/16 of 1%) determined by Bank and equal to the average rate per annum at which deposits (denominated in United States dollars) in an amount similar to the principal amount of that loan and with a maturity of one (1) month are offered to Bank at 11:00 A.M. London time (or as soon thereafter as practicable) on the Date of Reference by banking institutions in the London, United Kingdom market, as such interest rate is referenced and reported by the British Bankers Association in the Bridge Financial Telerate system "Page 3750" report or, if the same is unavailable, any other generally accepted authoritative source of such interest rate as Bank may reference from time to time; "Person"  means an individual or entity of any kind, including, without limitation, any association, company, cooperative, corporation, partnership, trust, governmental body, or any other form or kind of entity; "Prime  Rate"  means the fluctuating rate per annum which is publicly announced from time to time by Bank as being its so-called "prime rate" or "base rate" thereafter in effect, with each change in the Prime Rate automatically, immediately, and without notice changing the Prime Rate thereafter applicable hereunder, it being acknowledged that the Prime Rate is not necessarily the lowest rate of interest then available from Bank on fluctuating-rate loans; "Proceeding"  means any assignment for the benefit of creditors, any case in bankruptcy, any marshalling of any Obligor's assets for the benefit of creditors, any moratorium on the payment of debts, or any proceeding under any law relating to conservatorship, insolvency, liquidation, receivership, trusteeship, or any similar event, condition, or other thing; "Related  Writing"  means this Note and any indenture, note, guaranty, assignment, mortgage, security agreement, subordination agreement, notice, financial statement, legal opinion, certificate, or other writing of any kind pursuant to which all or any part of the Bank Debt of Borrower is issued, which evidences or secures all or any part of the Bank Debt of Borrower, which governs the relative rights and priorities of Bank and one or more other Persons to payments made by, or the property of, any Obligor, which is delivered to Bank pursuant to another such writing, or which is otherwise delivered to Bank by or on behalf of any Person (or any employee, officer, auditor, counsel, or agent of any Person) in respect of or in connection with all or any part of the Bank Debt of Borrower; "Reporting  Person"  means each Obligor and each member of any "Reporting Group" as defined in any addendum to this Note; and the foregoing definitions shall be applicable to the respective plurals of the foregoing defined terms.

9. Events of Default. It shall be an "Event of Default" if (a)  all or any part of the Bank Debt of any Obligor shall not be paid in full promptly when due (whether by lapse of time, acceleration, or otherwise);  (b)  any representation, warranty, or other statement made by any Person (other than Bank) in any Related Writing shall be untrue or incomplete in any respect when made;  (c)  any Person (other than Bank) shall repudiate or shall fail or omit to perform or observe any agreement contained in this Note or in any other Related Writing that is on that Person's part to be complied with;  (d)  any indebtedness (other than any evidenced by this Note) of any Obligor shall not be paid when due, or there shall occur any event, condition, or other thing which gives (or which with the lapse of any applicable grace period, the giving of notice, or both would give) any creditor the right to accelerate or which automatically accelerates the maturity of any such indebtedness;  (e)  Bank shall not receive (in addition to any information described in any addendum to this Note) without expense to Bank,  (i)  forthwith upon each request of Bank made upon Borrower therefor,  (A)  such information in writing regarding each Reporting Person's financial condition, properties, business operations, if any, and pension plans, if any, prepared, in the case of financial information, in accordance with generally accepted accounting principles consistently applied and otherwise in form and detail satisfactory to Bank or   (B)  written permission, in form and substance satisfactory to Bank, from each Reporting Person to inspect (or to have inspected by one or more Persons selected by Bank) the properties and records of that Reporting Person and to make copies and extracts from those records or  (ii)  prompt written notice whenever Borrower (or any director, employee, officer, or agent of Borrower) knows or has reason to know that any Event of Default has occurred;  (f)  any judgment shall be entered against any Obligor in any judicial or administrative tribunal or before any arbitrator or mediator;  (g)  any Obligor shall fail or omit to comply with any applicable law, rule, regulation, or order in any material respect;  (h)  any proceeds of any Subject Loan shall be used for any purpose that is not in the ordinary course of Borrower's business;  (i)  any property in which any Obligor now has or hereafter acquires any rights or which now or hereafter secures any Bank Debt shall be or become encumbered by any mortgage, security interest, or other lien, except any mortgage, security interest, or other lien consented to by Bank;  (j)  any Obligor shall at any time or over any period of time sell, lease, or otherwise dispose of all or any material part of that Obligor's assets, except for inventory sold in the ordinary course of business and other assets sold, leased, or otherwise disposed of with the consent of Bank;  (k)  any Obligor shall cease to exist or shall be dissolved, become legally incapacitated, or die;  (l)  any Proceeding shall be commenced with respect to any Obligor;  (m)  there shall occur or commence to exist any event, condition, or other thing that constitutes an "Event of Default" as defined in any addendum to this Note;  (n)  there shall occur any event, condition, or other thing that has, or, in Bank's judgment, is likely to have, a material adverse effect on the financial condition, properties, or business operations of any Obligor or on Bank's ability to enforce or exercise any agreement or right arising under, out of, or in connection with any Related Writing; or  (o)  the holder of this Note shall, in good faith, believe that the prospect of payment or performance of any obligation evidenced by this Note is impaired.

10. Effects of Default. If any Event of Default (other than the commencement of any Proceeding with respect to Borrower) shall occur, then, and in each such case, notwithstanding any provision or inference to the contrary, Bank shall have the right in its discretion, by giving written notice to Borrower, to  (a)  immediately terminate the Subject Commitment (if not already terminated or reduced to zero) and  (b)  declare each Subject Loan (if not already due) to be due, whereupon each Subject Loan shall immediately become due and payable in full. If any Proceeding shall be commenced with respect to Borrower, then, notwithstanding any provision or inference to the contrary, automatically, without presentment, protest, or notice of dishonor, all of which are waived by all makers and all indorsers of this Note, now or hereafter existing,  (i)  the Subject Commitment shall immediately terminate (if not already terminated or reduced to zero) and  (ii)  each Subject Loan (if not already due) shall immediately become due and payable in full.

11. Late Charges. If any principal of or interest on any Subject Loan is not paid within ten  (10)  days after its due date, then, and in each such case, Bank shall have the right to assess a late charge, payable by Borrower on demand, in an amount equal to the greater of twenty dollars ($20.00) or five percent  (5%)  of the amount not timely paid.

12. No Setoff. Borrower hereby waives any and all now existing or hereafter arising rights to recoup or offset any obligation of Borrower under or in connection with this Note or any Related Writing against any claim or right of Borrower against Bank.

13. Indemnity: Governmental Costs. If  (a)  there shall be enacted any law (including, without limitation, any change in any law or in its interpretation or administration and any request by any governmental authority) relating to any interest rate or any assessment, reserve, or special deposit requirement (except if and to the extent utilized in computation of the Reserve Percentage) against assets held by, deposits in, or loans by Bank or to any tax (other than any tax on Bank's overall net income) and  (b)  in Bank's sole opinion any such event increases the cost of funding or maintaining any LIBOR Unit or reduces the amount of any payment to be made to Bank in respect thereof, then, and in each such case, upon Bank's demand, Borrower shall pay Bank an amount equal to each such cost increase or reduced payment, as the case may be. In determining any such amount, Bank may use reasonable averaging and attribution methods. Each determination by Bank shall be conclusive absent obvious error.

14. Indemnity: Capital Adequacy. If  (a)  at any time any governmental authority shall require National City Corporation, a Delaware corporation, its successors or assigns, or Bank, whether or not the requirement has the force of law, to maintain, as support for the Subject Commitment, capital in a specified minimum amount that either is not required or is greater than that required at the date of this Note, whether the requirement is implemented pursuant to the "risk-based capital guidelines" (published at 12  CFR  3 in respect of "national banking associations", 12  CFR  208 in respect of "state member banks", and 12  CFR  225 in respect of "bank holding companies") or otherwise, and  (b)  as a result thereof the rate of return on capital of National City Corporation, its successors or assigns, or Bank or both (taking into account their then policies as to capital adequacy and assuming full utilization of their capital) shall be directly or indirectly reduced by reason of any new or added capital thereby attributable to the Subject Commitment; then, and in each such case, Borrower shall, on Bank's demand, pay Bank as an additional fee such amounts as will in Bank's reasonable opinion reimburse National City Corporation, its successors and assigns, and Bank for any such reduced rate of return. In determining the amount of any such fee, Bank may use reasonable averaging and attribution methods. Each determination by Bank shall be conclusive absent obvious error.

15. Indemnity: Administration and Enforcement. Borrower will reimburse Bank, on Bank's demand from time to time, for any and all fees, costs, and expenses (including, without limitation, the fees and disbursements of legal counsel) incurred by Bank in administering this Note or in protecting, enforcing, or attempting to protect or enforce its rights under this Note. If any amount (other than any principal of any Subject Loan and any interest and late charges) owing under this Note is not paid when due, then, and in each such case, Borrower shall pay, on Bank's demand, interest on that amount from the due date thereof until paid in full at a fluctuating rate equal to four percent  (4%)  per annum plus the Prime Rate.

16. Waivers; Remedies; Application of Payments. Bank may from time to time in its discretion grant waivers and consents in respect of this Note or any other Related Writing or assent to amendments thereof, but no such waiver, consent, or amendment shall be binding upon Bank unless set forth in a writing (which writing shall be narrowly construed) signed by Bank. No course of dealing in respect of, nor any omission or delay in the exercise of, any right, power, or privilege by Bank shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further or other exercise thereof or of any other, as each such right, power, or privilege may be exercised either independently or concurrently with others and as often and in such order as Bank may deem expedient. Without limiting the generality of the foregoing, neither Bank's acceptance of one or more late payments or charges nor Bank's acceptance of interest on overdue amounts at the respective rates applicable thereto shall constitute a waiver of any right of Bank. Each right, power, or privilege specified or referred to in this Note is in addition to and not in limitation of any other rights, powers, and privileges that Bank may otherwise have or acquire by operation of law, by other contract, or otherwise. Bank shall be entitled to equitable remedies with respect to each breach or anticipatory repudiation of any provision of this Note, and Borrower hereby waives any defense which might be asserted to bar any such equitable remedy. Bank shall have the right to apply payments in respect of the indebtedness evidenced by this Note with such allocation to the respective parts thereof and the respective due dates thereof as Bank in its sole discretion may from time to time deem advisable.

17. Other Provisions. The provisions of this Note shall bind Borrower and Borrower's successors and assigns and benefit Bank and its successors and assigns, including each subsequent holder, if any, of this Note, provided, that no Person other than Borrower may obtain Subject Loans; provided further, that neither any such holder of this Note nor any assignee of any Subject Loan, whether in whole or in part, shall thereby become obligated to grant Borrower any Subject Loan. Except for Borrower and Bank and their respective successors and assigns, there are no intended beneficiaries of this Note or the Subject Commitment. The provisions of sections  11through  21, both inclusive, shall survive the payment in full of the principal of and interest on this Note. The captions to the sections and subsections of this Note are inserted for convenience only and shall be ignored in interpreting the provisions thereof. Each reference to a section includes a reference to all subsections thereof (i.e., those having the same character or characters to the left of the decimal point) except where the context clearly does not so permit. If any provision in this Note shall be or become illegal or unenforceable in any case, then that provision shall be deemed modified in that case so as to be legal and enforceable to the maximum extent permitted by law while most nearly preserving its original intent, and in any case the illegality or unenforceability of that provision shall affect neither that provision in any other case nor any other provision. All fees, interest, and premiums for any given period shall accrue on the first day thereof but not on the last day thereof (unless the last day is the first day) and in each case shall be computed on the basis of a 360-day year and the actual number of days in the period. In no event shall interest accrue at a higher rate than the maximum rate, if any, permitted by law. Bank shall have the right to furnish to its Affiliates, and to such other Persons as Bank shall deem advisable for the conduct of its business, information concerning the business, financial condition, and property of Borrower, the amount of the Bank Debt of Borrower, and the terms, conditions, and other provisions applicable to the respective parts thereof. This Note shall be governed by the law (excluding conflict of laws rules) of the jurisdiction in which Bank's banking office is located.

18. Integration. This Note and, to the extent consistent with this Note, the other Related Writings, set forth the entire agreement of Borrower and Bank as to the subject matter of this Note, and may not be contradicted by evidence of any agreement or statement unless made in a writing (which writing shall be narrowly construed) signed by Bank contemporaneously with or after the execution and delivery of this Note. Without limiting the generality of the foregoing, Borrower hereby acknowledges that Bank has not based, conditioned, or offered to base or condition the credit hereby evidenced or any charges, fees, interest rates, or premiums applicable thereto upon Borrower's agreement to obtain any other credit, property, or service other than any loan, discount, deposit, or trust service from Bank. In the event and to the extent of any conflict between the terms hereof and the terms of any exhibit, schedule, addendum, allonge, modification, or amendment hereto, the terms of such exhibit, schedule, addendum, allonge, modification or amendment shall control.

19. Notices and Other Communications. Each notice, demand, or other communication, whether or not received, shall be deemed to have been given to Borrower whenever Bank shall have mailed a writing to that effect by certified or registered mail to Borrower at Borrower's mailing address (or any other address of which Borrower shall have given Bank notice after the execution and delivery of this Note); however, no other method of giving actual notice to Borrower is hereby precluded. Borrower hereby irrevocably accepts Borrower's appointment as each Obligor's agent for the purpose of receiving any notice, demand, or other communication to be given by Bank to each such Obligor pursuant to any Related Writing. Bank shall be entitled to assume that any knowledge possessed by any Obligor other than Borrower is possessed by Borrower. Each communication to be given to Bank shall be in writing unless this Note expressly permits that communication to be made orally, and in any case shall be given to Bank at Bank's banking office (or any other address of which Bank shall have given notice to Borrower after the execution and delivery this Note). Borrower hereby assumes all risk arising out of or in connection with each oral communication given by Borrower and each communication given or attempted by Borrower in contravention of this section. Bank shall be entitled to rely on each communication believed in good faith by Bank to be genuine.

20. Warrant of Attorney. Borrower hereby authorizes any attorney at law at any time or times to appear in any state or federal court of record in the United States of America after all or any part of the obligations evidenced by this Note shall have become due, whether by lapse of time, acceleration, or otherwise, and in each case to waive the issuance and service of process, to present to the court this Note and any other writing (if any) evidencing the obligation or obligations in question, to admit the due date thereof and the nonpayment thereof when due, to confess judgment against Borrower in favor of Bank for the full amount then appearing due, together with interest and costs of suit, and thereupon to release all errors and waive all rights of appeal and any stay of execution. The foregoing warrant of attorney shall survive any judgment, it being understood that should any judgment against Borrower be vacated for any reason, Bank may nevertheless utilize the foregoing warrant of attorney in thereafter obtaining one or more additional judgments against Borrower.

21. Jurisdiction and Venue; Waiver of Jury Trial. Any action, claim, counterclaim, crossclaim, proceeding, or suit, whether at law or in equity, whether sounding in tort, contract, or otherwise at any time arising under or in connection with this Note or any other Related Writing, the administration, enforcement, or negotiation of this Note or any other Related Writing, or the performance of any obligation in respect of this Note or any other Related Writing (each such action, claim, counterclaim, crossclaim, proceeding, or suit, an  "Action") may be brought in any federal or state court located in the city in which Bank's banking office is located. Borrower hereby unconditionally submits to the jurisdiction of any such court with respect to each such Action and hereby waives any objection Borrower may now or hereafter have to the venue of any such Action brought in any such court. BORROWER HEREBY, AND EACH HOLDER OF THIS NOTE, BY TAKING POSSESSION THEREOF, KNOWINGLY AND VOLUNTARILY WAIVES JURY TRIAL IN RESPECT OF ANY ACTION.

Borrower:

Hickok Incorporated

By:  /s/ GregoryM.Zoloty__
Printed Name: Gregory M. Zoloty
Its: Chief Financial Officer

WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

EX-10

                                                                           Exhibit 10.2

       COMMERCIAL NOTE ADDENDUM  (OH)

Amount	City,  State	Date	FOR BANK USE ONLY
$2,500,000.00	Cleveland, OH	3/27/2006	Obligor  #
			Obligation  #
			Office

This Commercial Note Addendum (this  "Addendum") is made by Hickok Incorporated ("Borrower"), an Ohio corporation, at the place and as of the date first set forth above.

Borrower has executed and delivered to National City Bank ("Bank") a promissory note of even date herewith in the face amount set forth above and captioned  Commercial Note: Revolving Credit.

This Addendum is hereby made a part of the note described above and that note is hereby supplemented by adding the following Events of Default thereto:

1. Information. It shall be an Event of Default if Bank shall not receive:

(a)  as soon as available, and in any event within Sixty (60) days after each  quarter-annual fiscal period of each of Borrower's fiscal years, the Reporting Group's balance sheet as at the end of the period and the Reporting Group's statements of cash flow, income, and surplus reconciliation for Borrower's then current fiscal year to date, prepared for  Borrower alone, and on comparative basis with the prior year, in accordance with GAAP, and in form and detail satisfactory to Bank, and

(b)  as soon as available, and in any event within One Hundred Twenty (120) days after the end of each of Borrower's fiscal years, a complete copy of an annual report (including, without limitation, all financial statements therein and notes thereto) of the Reporting Group for that year, prepared in the manner described in the next preceding clause (a), (i) certified, without qualification as to GAAP, as having been  audited by independent certified public accountants selected by Borrower and satisfactory to Bank, and (ii)  accompanied by a copy of any management report, letter, or similar writing furnished to any member of the Reporting Group by those accountants.

(c)  as soon as available, and in any event within Fifteen (15) days after the end of each month, an accounts receivable aging statement as of the end of that month, accurately and fully showing for each of the Borrower's accounts, the account debtor, the aging of the account based upon the original invoice date, the amount due, status and such other information as the Bank may request, all in form and scope satisfactory to the Bank and certified by the Borrower's chief financial officer.

(d)  as soon as available, and in any event within Fifteen (15) days after the end of each month, an accounts payable aging statement as of the end of that month, accurately and fully reflecting all amounts owing by the Borrower, to whom owed, original invoice date, and such other information as the Bank may request, together with date, amount and payee of any amounts paid during such period, all in form and scope satisfactory to the Bank and certified by the Borrower's chief financial officer.

(e) within Fifteen (15) days after the end of each calendar month, an Inventory Listing.

2. Financial Standards. Each of the following shall be an Event of Default:

2.1 Effective Tangible Net Worth. If the Reporting Group's total shareholder's equity plus subordinated debt (signed subordination agreement) less intangibles shall be less than the required amount of Eight Million and 00/100 dollars ($8,000,000.00), effective as of September 30, 2006 and tested on an annual basis. "Tangible Net Worth" means total shareholder's equity less intangibles.

2.2 Pre-Tax Interest Coverage. Borrower shall not, as of the last day of any Interest Coverage Measurement Period, commencing with the Interest Coverage Measurement Period ending on September 30, 2006, suffer or permit the ratio of the aggregate of  (a)  the Reporting Group's Net Income for that period, plus  (b)  the Reporting Group's interest expense for that period, plus  (c)  the Reporting Group's federal, state, and local income taxes, if any, for that period to the Reporting Group's interest expense for that period to be less than 3.0:1.0. Each "Interest Coverage Measurement Period" shall be  a fiscal year of Borrower.

3. Mergers and Equity Investments. It shall be an Event of Default if any member of the Reporting Group shall, without having first obtained Bank's consent,  (a)  be a party to any merger or consolidation,  (b)  purchase or otherwise acquire all or substantially all of the assets and business of any corporation or other business enterprise,  (c)  create, acquire, or have any Subsidiary, or make or keep any investment in any stocks or other equity securities of any kind, except any existing investment or Subsidiary fully disclosed in the Most Recent Financial Statements or any future investment in the stocks or other equity securities of any such Subsidiary,  (d)  be or become a party to any joint venture or partnership, except any existing joint venture or partnership fully disclosed in the Most Recent Financial Statements,  (e)  sell or otherwise transfer any equity interest in any Subsidiary of that member to any other Person, except if and to the extent the sale or other transfer is required under applicable law solely for the purpose of qualifying directors, or  (f) issue, if that member is a direct Subsidiary of any other member of the Reporting Group, any equity interest, except if and to the extent the issuance is to such other member or is required under applicable law solely for the purpose of qualifying directors.

4. Credit Extensions and Non-Equity Investments. It shall be an Event of Default if any member of the Reporting Group shall, without having first obtained Bank's consent,  (a)  make or have outstanding at any time any advance or loan to any Person, except any existing advance or loan fully disclosed in the Most Recent Financial Statements or any existing or future advance made by a member of the Reporting Group to an officer or employee of that member solely for the purpose of paying the ordinary and necessary business expenses of that member or  (b)  make or keep any investment in any notes, bonds, or other obligations of any kind for the payment of money, except any existing investment fully disclosed in the Most Recent Financial Statements or any existing or future investment, maturing not more than one  (1) year from the date when made, in direct obligations of the United States of America or any agency thereof if the full faith and credit of the United States of America is obligated thereupon, in certificates of deposit issued by Bank, or in any other obligation that carries the highest quality rating of any nationally-recognized rating agency, or  (c)  be or become a guarantor of any kind, except any existing guaranty fully disclosed in the Most Recent Financial Statements or any existing or future indorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the ordinary course of business.

5. Borrowings. It shall be an Event of Default if any member of the Reporting Group shall, without having first obtained Bank's consent, create, assume, or have outstanding at any time any Debt as of September 30, 2006, except any existing Debt fully disclosed in the Most Recent Financial Statements, any existing or future Bank Debt, any existing or future Subordinated Debt, or any existing or future Debt secured by any mortgage, security interest, or other lien expressly consented to by Bank.

6. Definitions. As used in this Addendum, except where the context clearly requires otherwise, "Bank  Debt"  means, collectively, all Debt to Bank, whether incurred directly to Bank or acquired by it by purchase, pledge, or otherwise, and whether participated to or from Bank in whole or in part; "Compensation"  includes all considerations (including without limitation, deferred compensation and disbursements to trusts), whatever the form or kind, for services rendered; "Debt"  means, collectively, all obligations of the Person or Persons in question, including, without limitation, every such obligation whether owing by one such Person alone or with one or more other Persons in a joint, several, or joint and several capacity, whether now owing or hereafter arising, whether owing absolutely or contingently, whether created by lease, loan, overdraft, guaranty of payment, or other contract, or by quasi-contract, tort, statute, other operation of law, or otherwise; "Dividend"  means a payment made, liability incurred, or other consideration given by any Person (other than any stock dividend or stock split payable solely in capital stock of that Person) for the purchase, acquisition, redemption or retirement of any capital stock of that Person or as a dividend, return of capital, or other distribution in respect of that Person's capital stock; "GAAP"  means generally accepted accounting principles applied in a manner consistent with those used in preparation of the Most Recent Financial Statements; "Most  Recent  Financial  Statements"  means the financial statements included in the Reporting Group's most recent annual report delivered to Bank on or before the date of this Addendum; "Net  Income"  means net income as determined in accordance with GAAP, after taxes, if any, and after extraordinary items, but without giving effect to any gain resulting from any reappraisal or write-up of any asset; "Person"  means an individual or entity of any kind, including, without limitation, any association, company, cooperative, corporation, partnership, trust, governmental body, or any other form or kind of entity; "Reporting Group" means  (I)  Borrower alone, if all of the financial statements hereinbefore selected are prepared for Borrower alone, in which case all determinations referred to in section 2 shall be for Borrower alone and in accordance with GAAP;  (II)  Borrower and each Subsidiary of Borrower, if any of the financial statements hereinbefore selected are prepared on a consolidated basis, in which case all determinations referred to in section 2 shall be on a consolidated basis and in accordance with GAAP, and  (III)  Borrower and each other Person whose assets, liabilities, income, cash flow, and shareholders' equity are reported on a combined basis with those of Borrower, if any of the financial statements hereinbefore selected are prepared on a combined basis, in which case all determinations referred to in section 2 shall be on a combined basis and in accordance with GAAP; "Subordinated",  as applied to any liability of any Person, means a liability which at the time in question is subordinated (by a writing in form and substance satisfactory to Bank) in favor of the prior payment in full of that Person's Debt to Bank; "Subsidiary"  means a corporation or other business entity if shares constituting a majority of its outstanding capital stock (or other form of ownership) or constituting a majority of the voting power in any election of directors (or shares constituting both majorities) are (or upon the exercise of any outstanding warrants, options or other rights would be) owned directly or indirectly at the time in question by the corporation in question or another Subsidiary of that corporation or any combination of the foregoing. Any accounting term used in Addendum shall have the meaning ascribed thereto by GAAP as in effect on the date hereof, subject, however, to such modification, if any, as may be provided in this Addendum or in the note hereby supplemented.

Borrower:

Hickok Incorporated

By: ____/s/ Gregory M. Zoloty_____________
Printed Name: Gregory M. Zoloty
Title: Chief Financial Officer

WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

EX-10

Exhibit 10.3

COMMERCIAL NOTE: BORROWING BASE ADDENDUM/REVOLVING  (OHIO)

Amount	City,  State	Date	FOR BANK USE ONLY
$2,500,000.00	Cleveland, OH	3/27/2006	Obligor  #
			Obligation  #
			Office

This Borrowing Base Addendum (this  "Addendum") is made by Hickok Incorporated ("Borrower"), an Ohio corporation, at the place and as of the date first set forth above.

Borrower has executed and delivered to National City Bank ("Bank") a promissory note  (the  "Note") of even date herewith in the face amount set forth above and captioned Commercial Note: Revolving Credit.

This Addendum is hereby made a part of the Note and the Note is hereby supplemented by adding the following provisions thereto:

Additional Conditions: Subject Loans.

Borrower shall not be entitled to obtain any Subject Loan if, after giving effect to that Subject Loan and all others for which requests are then pending, the aggregate unpaid principal balance of the Subject Loans would exceed the lesser of either the then amount of the Subject Commitment  or an amount (the  "Borrowing  Base") equal to the sum of

(i)  an amount equal to Eighty Five percent  (85%)  of the then net book value (after deducting any discount or other incentive for early payment but without deducting any bad debt reserve) of all Eligible Receivables, plus

(ii)  an amount equal to the lesser of either Forty percent  (40%)  of the then value (determined at the lower of cost or market on a first-in, first-out basis) of all Eligible Inventory or One Million and 00/100 dollars ($1,000,000.00),

all as determined in good faith by Bank on Bank's receipt of each month-end Borrowing Base Report and at such other times as Bank in its sole discretion shall deem advisable, on the basis, in Bank's sole discretion, of the then most recent Borrowing Base Report received by Bank, or the then most recent field audit (if any) made by Bank (or one or more Persons selected by Bank) or any other information obtained by Bank. Bank shall have the right in its sole discretion, at any time and from time to time, to change either or both of the foregoing percentages by giving Borrower not less than ten  (10)  days prior written notice of the percentage or percentages as so changed and the effective date of the change.

Mandatory Prepayment. Borrower shall prepay the principal of the Subject Loans whenever Bank determines in good faith that the aggregate unpaid principal balance of the Subject Loans exceeds the Borrowing Base, by an amount equal to the excess.

Additional Event of Default. It shall be an Event of Default if Bank shall not receive a Borrowing Base Report upon each request of Bank therefore and, in any case, within fifteen  (15) days after the end of each calendar month.

Definitions. As used in this Addendum, except where the context clearly requires otherwise, "Account"  means any right to payment for goods sold or leased or for services rendered which is not evidenced by an Instrument or Chattel Paper, whether or not it has been earned by performance, and includes, without limitation, all rights to payment earned or unearned under a charter or other contract involving the use or hire of a vessel and all rights incident to the charter or contract; "Account  Debtor"  means any Person who, or any of whose property, shall at the time in question be obligated in respect of all or any part of a Receivable or any part thereof and includes, without limitation, co-makers, indorsers, guarantors, pledgors, hypothecators, mortgagors, and any other Person who agrees, conditionally or otherwise, to make any loan to, purchase from, or investment in, any other Account Debtor or otherwise assure Borrower against loss on any Receivable in which Borrower now has or hereafter acquires any rights; "Borrowing  Base  Report"  means a report, certified by an appropriate officer of Borrower to be true and complete to the best of the officer's knowledge and belief, setting forth the Borrowing Base as of the date on which that report is prepared, and otherwise being in form and detail satisfactory to Bank; "Chattel  Paper" means a writing or writings (other than a charter or other contract involving the use or hire of a vessel) which evidence both a monetary obligation and a security interest in or a lease of specific goods, and, when a transaction is evidenced both by such a security agreement or lease and by an Instrument or series of Instruments, the group of writings taken together constitutes Chattel Paper; "Document"  means  (a)  a document that purports to be issued by or addressed to a bailee and that purports to cover goods that are in the bailee's possession that are either identified or fungible portions of an identified mass, and includes a bill of lading, dock warrant, dock receipt, warehouse receipt, or order for the delivery of goods, and any other document that in the regular course of business or financing is treated as adequately evidencing that the Person in possession of it is entitled to receive, hold, and dispose of the document and the goods it covers or  (b)  a receipt issued by the owner of goods including distilled spirits or agricultural commodities that are stored under a statute requiring a bond against withdrawal or a license for the issuance of receipts in the nature of a warehouse receipt; "Eligible Receivable"  means any duly invoiced Account of which Borrower is the sole owner and in which Bank has an enforceable and duly perfected first priority security interest, except any such Account  (a)  which is not payable in installments and which shall not have been paid in full within ninety  (90)  days after the original due date or the date first invoiced to the Account Debtor, whichever first elapses,  (b)  which is payable in installments  (i)  if it was not by its terms so payable when first invoiced to the Account Debtor,  (ii)  if any installment thereof shall not have been paid in full within sixty  (60)  days after its original due date, or  (iii)  to the extent that any installment thereof is not payable within ninety  (90)  days after the date of determination,  (c)  if the Account Debtor thereon is then obligated to Borrower on other Accounts and if more than twenty five percent (25%), by amount, of all Accounts on which that Account Debtor is then obligated to Borrower are excepted under clauses  (a)  and  (b)  above,  (d)  if the Account Debtor thereon is then obligated to Borrower on other Accounts, to the extent that the aggregate amount of all Accounts upon which that Account Debtor is then obligated to Borrower exceeds N/A  (N/A%) of all Eligible Receivables,  (e)  if the payment of which by the Account Debtor is not, or does not remain, unconditional,  (f)  if and to the extent that the Account Debtor has asserted a defense or offset of any kind against the payment thereof,  (g)  which according to its terms may be paid by the Account Debtor by an offset of any claim of the Account Debtor or any other Person against Borrower,  (h)  which arises other than from a sale of Inventory in the ordinary course of Borrower's business,  (i)  if the Account Debtor thereon is an Affiliate, director, officer, employee, or agent of Borrower or of any Affiliate of Borrower,  (j)  if the Account Debtor thereon is insolvent or is the subject of any Proceeding or is, at the time in question, in default in any way on an existing obligation (except any obligation classified as an Account) to Borrower,  (k)  if the Account Debtor thereon is not a resident of the United States of America or is not subject to service of legal process in the United States of America or Canada, unless payment of the Account is assured by an irrevocable letter of credit in form and substance satisfactory to Bank and issued by a financial institution that is a resident of the United States of America, is subject to service of legal process in the United States of America, and is otherwise satisfactory to Bank, or, if the Account Debtor is a resident of Canada, unless Borrower shall have taken or caused to be taken all actions from time to time requested by Bank in order to assure the attachment, enforceability, and perfection of Bank's security interest under the law of each province in which the Account Debtor resides, and shall have furnished to Bank such written evidence (including, without limitation, one or more opinions of legal counsel rendered to Bank by counselors authorized to practice law in each such province), in form and substance satisfactory to Bank, that all such actions have been taken  (l)  if the Account Debtor thereon is a resident of any jurisdiction denying creditors access to its courts in the absence of qualification to transact business therein or the filing of a so-called "notice of business activities report" or other similar filing, unless Borrower has taken all action required by the jurisdiction in question to have access to its courts,  (m)  which is subject to any law (including, without limitation, the Assignment of Claims Act of 1940  (31  USC  3272, et seq. and 41  USC  15 et seq.), rule, regulation, order, or agreement now or hereafter in effect which restricts or requires notice of or consent to assignment, unless all such required notices shall have been given, all such required consents shall have been obtained, and all other requirements shall have been complied with in order that Bank shall have the unconditional right to enforce the Account against the Account Debtor thereon,  (n)  is subject to any mortgage, security interest, or other lien securing payment or performance of any obligation other than Bank Debt,  (o)  which is described in any financing statement naming any Person other than Bank as the secured party of record, or  (p)  the collection of which Bank, in the exercise of its good faith judgment, determines to have become impaired for any reason; "Instrument" means a negotiable instrument, or a certificated security, or any other writing which evidences a right to the payment of money and is not itself a security agreement or lease and is of a type which is in the ordinary course of business transferred by delivery with any necessary indorsement or assignment; "Person"  means an individual or entity of any kind, including, without limitation, any association, company, cooperative, corporation, partnership, trust, governmental body, or any other form or kind of entity; "Proceeds" means whatever is received or receivable upon sale, exchange, collection, or other disposition of any property or Proceeds, whether directly or indirectly, and includes, without limitation, the proceeds of any casualty, liability, or title insurance relating to any such property and any goods or other property returned after any such sale, exchange, collection, or other disposition; "Products" means property directly or indirectly resulting from any manufacturing, processing, assembling, or commingling of any goods; "Equipment"  means goods that  (a)  are used or bought for use primarily in business, including, without limitation, farming or a profession, or by a Person who is a nonprofit organization or a governmental subdivision or agency or  (b)  are not Inventory, farm products, or consumer goods; "Eligible  Inventory"  means all Inventory owned by Borrower in which Bank has an enforceable and duly perfected first priority security interest, except any such Inventory  (a)  which has been returned to Borrower after sale or lease thereof or which Bank, in the exercise of its good faith judgment, determines to be defective, unmerchantable, or obsolete for any reason,  (b)  which is not located in the United States of America or Canada, provided, that in the case of any such Inventory located in Canada, Borrower shall have taken or caused to be taken all actions from time to time requested by Bank in order to assure the attachment, enforceability, and perfection of Bank's security interest under the law of each province in which any such Inventory is located, and shall have furnished to Bank such written evidence (including, without limitation, one or more opinions of legal counsel rendered to Bank by counselors authorized to practice law in each such province), in form and substance satisfactory to Bank, that all such actions have been taken,  (c)  which consists of work in process or packaging and other materials (except raw materials) used or consumed in Borrower's business, or consisting of finished goods which for whatever reason do not conform to the order pursuant to which those finished goods were ordered,  (d)  which is produced in violation of the Fair Labor Standards Act and is subject to the so-called "hot goods" provisions contained in 29  USC  215(a)(i), or which fails to comply with any standard imposed by any governmental Person having authority over the disposition, manufacture, or use of that Inventory,  (e)  which is covered by a Document unless the Document is in the possession and control of Bank,  (f)  which is in the possession of any bailee unless that Inventory, together with all Proceeds and Products thereof, has been described by item or type in  (i)  appropriately signed financing statements  (A)  naming the bailee as consignee, Borrower as consignor, and Bank as assignee of the consignor,  (B)  having been duly filed, before the bailee receives possession of any such Inventory, with all filing officers with whom filing is required to perfect Bank's security interest therein, and  (C)  being otherwise in form and substance satisfactory to Bank,  (ii)  a written notification which shall  (A)  have been received, within five  (5)  years before the bailee receives possession of any such Inventory, by each holder of a security interest in property of the bailee, and  (B)  state that Borrower expects to deliver goods on consignment to the bailee, and  (iii)  a Document which shall have been duly issued by the bailee in the name of Bank and which shall comply with clause  (e)  and otherwise be in form and substance satisfactory to Bank,  (g)  which, unless in the possession of a bailee, is located in or upon any real estate that is not owned in fee simple absolute by Borrower free of all encumbrances except any in favor of Bank, unless  (i)  Bank shall have been granted an enforceable and duly perfected first priority mortgage lien on that real estate pursuant to a writing in form and substance satisfactory to Bank or  (ii)  each owner or encumbrancer of that real estate shall have executed and delivered to Bank a writing pursuant to which the owner or encumbrancer, as the case may be, shall have, among other things, consented to Bank's security interest in that Inventory and all Proceeds and Products thereof, and shall have granted Bank (or one or more other Persons selected by Bank) the right to enter upon such real estate and remove all or any part of that property therefrom without liability except to pay for the repair of any physical damage to such real estate that is proximately caused by any such removal,  (h)  which is subject to any consignment, lease, or other title retention contract,  (i)  which is subject to any mortgage, security interest, or other lien securing payment or performance of any obligation other than Bank Debt, or  (j)  which is described in any financing statement naming any Person other than Bank as the secured party of record; "Inventory"  means goods that are held by a Person who holds them for sale or lease or to be furnished under contracts of service or if that Person has so furnished them, or if they are raw materials, work in process, or materials used or consumed in a business, except that Inventory does not include Equipment; and the foregoing definitions shall be applicable to the respective plurals of the foregoing defined terms.

Borrower:
Hickok Incorporated

By: ___/s/ Gregory M. Zoloty________
Printed Name: Gregory M. Zoloty
Title: Chief Financial Officer

WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.