AMENDED AND RESTATED
                  CONSULTING AGREEMENT


Amended and Restated Agreement dated March 22, 2005 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 original Consulting Agreement 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
the consulting services at the request of the Company with respect to
the development and marketing of products of the Company for a minimum,
commencing January 1, 2005, of 72 days, but not more than 96 days, per
each 12 month period, at the guaranteed rate of $500.00 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 6 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 $3000.00 per month, payable within 10 days of the calendar month in
which the services are rendered.

(b)	To the extent that on an anniversary date of the Commencement Date
of January 1, 2003 (the "Commencement Date") the number of days of
Consultant's services for the 12 months then ended is less or more
than the Minimum, meaning 80 days for such 12 month periods ended on
or prior to December 31, 2004 or 72 days for each subsequent 12 month
period, 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 with
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.

(c)	In the event of a termination of this Agreement on a date other
than an anniversary date of the Commencement Date, 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 the immediately preceding anniversary date 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 rate of 0.375/mile.
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 and will be defined and agreed upon at
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.	Consultants agree to execute and deliver to the Company the
Confidentiality Information Agreement and NonCompetition Agreements,
in the form of Exhibits A and B hereto which agreements shall survive
the expiration or termination of the Agreement for whatever reason.

7. The term of this Amended and Restated Consultant Agreement shall
end of December 31, 2006 unless terminated by either the Company or
the Consultants on at least 60 days prior written notice.

Laboratory Innovation Company

By:   /s/Joseph G. Cremonese
      ______________________
	Joseph G. Cremonese


Agreed:

Scientific Industries, Inc.

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