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                                FIFTH
                         AMENDED AND RESTATED
                         CONSULTING AGREEMENT

      Fifth Amended and Restated Agreement dated January 20, 2012 between
Scientific Industries, Inc., a Delaware Corporation (the "Company") and
Joseph G. Cremonese ("JC") and Laboratory Innovation Company, Ltd., a
Pennsylvania sub-chapter S corporation, of which JC is President, director
and sole stockholder ("LIC").

      Whereas, JC through LIC (collectively the "Consultants") and the
Company desire to amend and restate the Fourth Amended and Restated
Consulting Agreement dated January 7, 2011 relating to the consulting
services rendered by the Consultants to the Company.

      IT IS HEREBY AGREED as follows:
      1.         Consultants will continue to provide pursuant to this
Agreement consulting services at the request of the Company with respect
to the development and marketing of products of the Company for the
12-month period ending December 31, 2012 for a minimum of 60 days per
the 12 month period (the "Minimum"), at the guaranteed rate of $660.00
per day.  Any days of service in excess of 96 days during such 12-month
period shall be subject to Consultant's availability and the Company and
the Consultants agreeing to a rate of compensation for such additional
days.

      2.         Consultants will provide a minimum of five days in any
given month with a goal of six days per month on average. As special
requirements (i.e. trade shows) are presented, Consultants will make
available as many days as needed in any month provided that the Company
provides Consultants at least 21 days prior notice.

      3.         (a)  Payment for the foregoing service should be made
to Laboratory Innovation Company, P.O. Box 1907, Greensburg, PA
15601-6907, at the rate of $3,300.00 per month, payable within 10 days
of the calendar month in which the services are rendered.

                  (b)  to the extent that on December 31, 2012, the
number of days of Consultant's services for the 12 months then ended is
less or more than 60 days the following shall apply:

             (i)         if less, the Company shall be entitled to a
credit equal to the product of (A) the number of days below the Minimum
and (B) the guaranteed rate, with the credit to be applied to the monthly
payments and unreimbursed expenses payable pursuant to Paragraph 4 for
the immediately following month or months of service under the Agreement,
with any balance outstanding as of the termination or expiration of this
Agreement to be paid in full by Consultants to the Company within 30
days following such expiration or termination; and

             (ii)        If more, the Company shall pay LIC within 30
days of such determination, the product of (A) the number of days which
exceed the Minimum, and (B) the guaranteed rate; subject to provisions in
Section 1 as to days of service in excess of 96 hours during such period

             (c)        In the event of a termination of this Agreement
 on a date other than December 31, 2012, the determination of the credit
or deficiency shall be based on a pro rata portion determined by the
number of months and fraction of a month, if any, from December 31, 2011
to the termination date.

      4.         Expenses will be submitted on an expense report with
original receipts. Routine expenses will include: public transportation,
taxi fares, hotels, parking, tolls and auto mileage at the then standard
mileage rate for business miles driven set forth by the Internal Revenue
Service. Meals will only be submitted as an expense item during trade
shows or required Company meetings. All expenses are subject to approval
by an authorized officer of the Company with air travel charges and
other expenditures to be pre-approved.

      5.         A Summary Plan of Consulting Services and Duties will
be provided at the beginning of each quarter of the year and will be
defined and agreed upon during a monthly conference telephone call with
the President and Executive Vice President. Broad based objectives, as
outlined in the Company's Business Plan, will be implemented routinely,
without the need for a specific conference, and a monthly summary report
will be submitted to account for the time spent on such routine
activities.

      6.         The previously executed Confidentiality Information
Agreement and Non-Competition Agreement by the Company and the Consultant,
in the form of Exhibits A and B hereto shall remain in effect shall survive
the expiration or termination of the Agreement for whatever reason.

      7.         This Fifth Amended and Restated Consultant Agreement
replaces the Fourth Amended and Restated Consultant Agreement and shall
terminate, except as to Section 6, on December 31, 2012 unless terminated
earlier by either the Company or the Consultants on at least 60 days
prior written notice.

      					Laboratory Innovation Co., Ltd.

      /s/ Joseph G. Cremonese		      /s/ Joseph G. Cremonese
      __________________________	By:  _______________________
      Joseph G. Cremonese		     Joseph G. Cremonese

      Agreed:

      Scientific Industries, Inc.

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