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                                AMENDMENT
                                   TO
                      SCIENTIFIC INDUSTRIES, INC.
                        2012 STOCK OPTION PLAN

(Effective as of February 12, 2016)

The Scientific Industries, Inc. 2012 Stock Option Plan (as may be amended
from time to time, the "Plan") is hereby amended as follows:

   1.	Section 5 of the Plan is hereby amended and restated in its entirety
to read as follows:

	"5.	Option Terms.  The terms of each Option shall be
fixed by the Administrator and specified in the applicable Option Certificate.
Option Certificates may vary from one another.  Each Option Certificate shall
specify (i) the number of Option Shares to be covered by the Option, (ii) the
exercise price per Option Share covered by the Option; provided, however, that
the initial per share option price of any Option which is an incentive stock
option shall not be less than the market value of a share of the Common Stock
on the date of grant, determined pursuant to Section 422(c)(7) of the Code,
unless the Participant owns more than 10% of the total combined voting power
of the Common Stock at the time an option is granted, the initial per share
option price shall not be less than 110% of the fair market value of a  share
of the Common Stock on the date of grant, or in the case of an non-incentive
stock option, shall not be less than fair market value determined pursuant to
Section 409A of the Code and Treasury Regulation Section 1.409A-1(b)(5)(iv)
or corresponding provisions of future regulations, (iii) the conditions and
restrictions, if any, applicable to the exercise of the Option, including
any applicable vesting schedule, (iv) that in no event shall an Option be
exercisable more than ten years from the relevant date of grant, or in the
case of a Participant who owns more than 10% of the total combined voting
power of the Common Stock, five years from the relevant date of grant, and
that the Option cannot be transferred other than by will or the laws of
descent and distribution."

   2.	All capitalized terms used but not otherwise defined herein shall
have the meanings assigned to them in the Plan.  Except as expressly amended
hereby, the terms and conditions of the Plan shall remain in full force and
effect.  This amendment shall be governed by the laws of the State of New York
without giving effect to the conflicts of law principles thereof.  This
amendment shall be effective as of the date first set forth above.

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