| **EXHIBIT 10(a)(1)** |
|----------------------|

### **COMMERCIAL SECURITY AGREEMENT**

| **Principal  $5,000,000.00** | **Loan Date  03-26-2001** | **Maturity** | **Loan No** | **Call / Coll** | **Account 8211400008** | **Officer** | **Initials** |
|------------------------------|---------------------------|--------------|-------------|-----------------|------------------------|-------------|--------------|

| References in the shaded area are for Lender’s use only anddo not limit the applicability of this document to any particular loan oritem.  Any item above containing ” * * * ” has been omitted due to text lengthlimitations. |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **Grantor:** | **HICKOK INCORPORATED  10514 DUPONT AVENUE  CLEVELAND, OH 44108-1348** | **Lender:** | **THE HUNTINGTON NATIONAL BANK  MIDDLEBURG HEIGHTS COMMERCIAL LENDING  P. 0. BOX 1558 - HZ0325  COLUMBUS, OH 43272-4195** |
|--------------|------------------------------------------------------------------------|-------------|---------------------------------------------------------------------------------------------------------------------------|

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**THIS COMMERCIAL SECURITY AGREEMENT dated 4-2-01 , is madeand executed between HICKOK INCORPORATED (“Grantor”) and THE HUNTINGTON NATIONALBANK (“Lender”).**

**GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grantsto Lender a security Interest in the Collateral to secure the Indebtednessand agrees that Lender shall have the rights stated in this Agreement withrespect to the Collateral, in addition to all other rights which Lender mayhave by law.**

**COLLATERAL DESCRIPTION.** The word “Collateral” as used in thisAgreement means the following described property, whether now owned or hereafteracquired, whether now existing or hereafter arising, and wherever located,in which Grantor is giving to Lender a security interest for the payment ofthe Indebtedness and performance of all other obligations under the Note andthis Agreement:

**All Inventory, Chattel Paper, Accounts, Equipment and General Intangibles**

  In addition, the word “Collateral” also includes all the following,whether now owned or hereafter acquired, whether now existing or hereafterarising, and wherever located:

>  (A) All accessions, attachments, accessories, tools, parts, supplies,replacements and additions to any of the collateral described herein, whetheradded now or later.  
  (B) All products and produce of any of the property described in thisCollateral section.

  (C) All accounts, general intangibles, instruments, rents, monies,payments, and all other rights, arising out of a sale, lease, or other dispositionof any of the property described in this Collateral section.

  (D) All proceeds (including insurance proceeds) from the sale, destruction,loss, or other disposition of any of the property described in this Collateralsection, and sums due from a third party who has damaged or destroyed theCollateral or from that party’s insurer, whether due to judgment, settlementor other process.

  (E) All records and data relating to any of the property describedin this Collateral section, whether in the form of a writing, photograph,microfilm, microfiche, or electronic media, together with all of Grantor’sright, title; and interest in and to all computer software required to utilize,create, maintain, and process any such records or data on electronic media.

**CROSS-COLLATERALIZATION**. In addition to the Note, this Agreementsecures all obligations, debts and liabilities, plus interest thereon, ofGrantor to Lender, or any one or more of them, as well as all claims by Lenderagainst Grantor or any one or more of them, whether now existing or hereafterarising, whether related or unrelated to the purpose of the Note, whethervoluntary or otherwise, whether due or not due, direct or indirect, absoluteor contingent, liquidated or unliquidated and whether Grantor may be liableIndividually or jointly with others, whether obligated as guarantor, surety,accommodation party or otherwise, and whether recovery upon such amounts maybe or hereafter may become barred by any statute of limitations, and whetherthe obligation to repay such amounts may be or hereafter may become otherwiseunenforceable.

**RIGHT OF SETOFF**. To the extent permitted by applicable law,Lender reserves a right of setoff in all Grantor’s accounts with Lender (whetherchecking, savings, or some other account). This includes all accounts Grantorholds jointly with someone else and all accounts Grantor may open in the future.However, this does not include any IRA or Keogh accounts, or any trust accountsfor which setoff would be prohibited by law. Grantor authorizes Lender, tothe extent permitted by applicable law, to charge or setoff all sums owingon the Indebtedness against any and all such accounts.

**GRANTOR’S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL** .  With respect to the Collateral, Grantor represents and promises to Lenderthat:

> **Perfection of Security Interest**. Grantor agrees to executefinancing statements and to take whatever other actions are requested byLender to perfect and continue. Lender’s security interest in the Collateral.Upon request of Lender, Grantor will deliver to Lender any and all of thedocuments evidencing or constituting the Collateral, and Grantor will noteLender’s interest upon any and all chattel paper if not delivered to Lenderfor possession by Lender. **This is a continuing Security Agreement and willcontinue in effect even though all or any part of the Indebtedness is paldin full and even though for a period of time Grantor may not be indebted toLender.**
**Notices to Lender**. Grantor will promptly notify Lender inwriting at Lender’s address shown above (or such other addresses as Lendermay designate from time to time) prior to any (1) change in Grantor’s name;(2) change in Grantor’s assumed business name(s); (3) change in the managementof the corporation Grantor; (4) change in the authorized signer(s); (5) changein Grantor’s principal office address; (6) conversion of Grantor to a newor different type of business entity; or (7) change in any other aspect ofGrantor that directly or indirectly relates to any agreements between Grantorand Lender. No change in Grantor’s name will take effect until after Lenderhas been notified.

**No Violation.** The execution and delivery of this Agreementwill not violate any law or agreement governing Grantor or to which Grantoris a party, and its certificate or articles of incorporation and bylaws orcode of regulations do not prohibit any term or condition of this Agreement.

**Enforceability of Collateral.**To the extent the Collateralconsists of accounts, chattel paper, or general intangibles, as defined bythe Uniform Commercial Code, the Collateral is enforceable in accordance withits terms, is genuine, and fully complies with all applicable laws and regulationsconcerning form, content and manner of preparation and execution, and allpersons appearing to be obligated on the Collateral have authority and capacityto contract and are in fact obligated as they appear to be on the Collateral.At the time any Account becomes subject to a security interest in favor ofLender, the Account shall be a good and valid account representing an undisputed,bona fide indebtedness incurred by the account debtor, for merchandise heldsubject to delivery instructions or previously shipped or delivered pursuantto a contract of sale, or for services previously performed by Grantor withor for the account debtor. So long as this Agreement remains in effect, Grantorshall not, without Lender's prior written consent, compromise, settle, adjust,or extend payment under or with regard to any such accounts. There shallbe no setoffs or counterclaims against any of the Collateral, and no agreementshall have been made under which any deductions or discounts may be claimedconcerning the Collateral except those disclosed to Lender in writing.

**Location of the Collateral.** Except in the ordinary courseof Grantor's business, Grantor agrees to keep the Collateral (or to the extentthe Collateral consists of intangible property such as accounts or generalintangibles, the records concerning the Collateral) at Grantor's address shownabove or at such locations as are acceptable to Lender. Upon Lender's request,Grantor will deliver to Lender in form satisfactory to Lender a scheduleof real properties and Collateral locations relating to Grantor's operations,including without limitation thefollowing: (1) all real property Grantorowns or is purchasing; (2) all real property Grantor is renting or leasing;(3) all storage facilities Grantor owns, rents, leases, or uses; and (4)all other properties where Collateral is or may be located.

**Removal of the Collateral.** Except in the ordinary course ofGrantor's business, including the sales on inventory, Grantor shall not removethe Collateral from its existing location without Lender's prior written consent.To the extent that the Collateral consists of vehicles, or other titled property,Grantor shall not take or permit any action which would require applicationfor certificates of title for the vehicles outside the State of Ohio, withoutLender's prior written consent. Grantor shall, whenever requested, adviseLender of the exact location of the Collateral.

**Transactions Involving Collateral.** Except for inventory soldor accounts collected in the ordinary course of Grantor's business, or asotherwise provided for in this agreement, Grantor shall not sell, offer tosell, or otherwise transfer or dispose of the Collateral. While Grantor isnot in default under this Agreement, Grantor may sell inventory, but onlyin the ordinary course of its business and only to buyers who qualify as abuyer in the ordinary course of business.  A sale in the ordinary course ofGrantor's business does not include a transfer in partial or total satisfactionof a debt or any bulk sale. Grantor shall not pledge, mortgage, encumber orotherwise permit the Collateral to be subject to any lien, security interest,encumbrance, or charge, other than the security interest provided for on thisAgreement, without  

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| **EXHIBIT 10(a)(1) Page2** |
|----------------------------|

### **COMMERClAL SECURlTY AGREEMENT  (Continued)**

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>  the prior written consent of Lender.  This includes securityinterests even if junior in right to the security interests granted underthis Agreement. Unless waived by Lender, all proceeds from any dispositionof the Collateral (for whatever reason) shall be held in trust for Lenderand shall not be commingled with any other funds; provided however, this requirementshall not constitute consent by Lender to any sale or other disposition. Upon.receipt, Grantor shall immediately deliver any such proceeds to Lender.      
**Title.** Grantor represents and warrants to Lender that Grantorholds good and marketable title to the Collateral, free and clear of all liensand encumbrances except for the lien of this Agreement. No financing statementcovering any of the Collateral is on file in any public office other thanthose which reflect the security interest created by this Agreement or towhich Lender has specifically consented. Grantor shall defend Lender’s rightsin the Collateral against the claims and demands of all other persons.

**Repairs and Maintenance.** Grantor agrees to keep and maintain,and to cause others to keep and maintain, the Collateral in good order, repairand condition at all times while this Agreement remains in effect. Grantorfurther agrees to pay when due all claims for work done on, or services renderedor material furnished in connection with the Collateral so that no lien orencumbrance may ever attach to or be filed against the Collateral.

**lnspection of Collateral.** Lender and Lender’s designatedrepresentatives and agents shall have the right at all reasonable times toexamine and inspect the Collateral wherever located.

**Taxes, Assessments and Liens.** Grantor will pay when dueall taxes, assessments and liens upon the Collateral, its use or operation,upon this Agreement, upon any promissory note or notes evidencing the Indebtedness,or upon any of the other Related Documents. Grantor may withhold any suchpayment or may elect to contest any lien if Grantor is in good faith conductingan appropriate proceeding to contest the obligation to pay and so long asLender’s interest in the Collateral is not jeopardized in Lender’s sole opinion.If the Collateral is subjected to a lien which is not discharged within fifteen(15) days, Grantor shall deposit with Lender cash, a sufficient corporatesurety bond or other security satisfactory to Lender in an amount adequateto provide for the discharge of the lien plus any interest, costs, attorneys’fees or other charges that could accrue as a result of foreclosure or saleof the Collateral. In any contest Grantor shall defend itself and Lender andshall satisfy any final adverse judgment before enforcement against the Collateral.Grantor shall name Lender as an additional obligee under any surety bondfurnished in the contest proceedings.. Grantor further agrees to furnishLender with evidence that such taxes, assessments, and governmental and othercharges have been paid in full and in a timely manner. Grantor may withholdany such payment or may elect to contest any lien if Grantor is in good faithconducting an appropriate proceeding to contest the obligation to pay andso long as Lender’s interest in the Collateral is not jeopardized.

**Compliance with Governmental Requirements.** Grantor shallcomply promptly with all laws, ordinances, rules and regulations of all governmentalauthorities, now or hereafter in effect, applicable to the ownership, production,disposition, or use of the Collateral. Grantor may contest in good faith anysuch law, ordinance or regulation and withhold compliance during any proceeding,including appropriate appeals, so long as Lender’s interest in the Collateral,in Lender’s opinion, is not jeopardized. 

**Hazardous Substances.** Grantor represents and warrants thatthe Collateral never has been, and never will be so long as this Agreementremains a lien on the Collateral, used in violation of any Environmental Lawsor for the generation, manufacture, storage, transportation, treatment, disposal,release or threatened release of any Hazardous Substance. The representationsand warranties contained herein are based on Grantor’s due diligence in investigatingthe Collateral for Hazardous Substances. Grantor hereby (1) releases and waivesany future claims against Lender for indemnity or contribution in the eventGrantor becomes liable for cleanup or other costs under any EnvironmentalLaws, and (2) agrees to indemnify and hold harmless Lender against any andall claims and losses resulting from a breach of this provision of this Agreement.This obligation to indemnify shall survive the payment of the Indebtednessand the satisfaction of this Agreement.

**Maintenance of Casualty Insurance.** Grantor shall procureand maintain all risks insurance, including without limitation fire, theftand liability coverage together with such other insurance as Lender may requirewith respect to the Collateral, in form, amounts, coverages and basis reasonablyacceptable to Lender and issued by a company or companies reasonably acceptableto Lender. Grantor, upon request of Lender, will deliver to Lender from timeto time the policies or certificates of insurance in form satisfactory toLender, including stipulations that coverages will not be cancelled or diminishedwithout at least twenty (20) days’ prior written notice to Lender and notincluding any disclaimer of the insurer’s liability for failure to give sucha notice. Each insurance policy also shall include an endorsement providingthat coverage in favor of Lender will not be impaired in any way by any act,omission or default of Grantor or any other person. In connection with allpolicies covering assets in which Lender holds or is offered a security interest,Grantor will provide Lender with such loss payable or other endorsements asLender may require. If Grantor at any time fails to obtain or maintain anyinsurance as required under this Agreement, Lender may (but shall not beobligated to) obtain such insurance as Lender deems appropriate, includingif Lender so chooses “single interest insurance,” which will cover only Lender’sinterest in the Collateral.

**Application of Insurance Proceeds.** Grantor shall promptlynotify Lender of any loss or damage to the Collateral. Lender may make proofof loss if Grantor fails to do so within fifteen (15) days of the casualty.All proceeds of any insurance on the Collateral, including accrued proceedsthereon, shall be held by Lender as part of the Collateral. If Lender consentsto repair or replacement of the damaged or destroyed Collateral, Lender shall,upon satisfactory proof of expenditure, pay or reimburse Grantor from theproceeds for the reasonable cost of repair or restoration. If Lender doesnot consent to repair or replacement of the Collateral, Lender shall retaina sufficient amount of the proceeds to pay all of the Indebtedness, and shallpay the balance to Grantor. Any proceeds which have not been disbursed withinsix (6) months after their receipt and which Grantor has not committed tothe repair or restoration of the Collateral shall be used to prepay the Indebtedness.

**Insurance Reserves.** Lender may require Grantor to maintainwith Lender reserves for payment of insurance premiums, which reserves shallbe created by monthly payments from Grantor of a sum estimated by Lender tobe sufficient to produce, at least fifteen (15) days before the premium duedate, amounts at least equal to the insurance premiums to be paid, If fifteen(15) days before payment is due, the reserve funds are insufficient, Grantorshall upon demand pay any deficiency to Lender. The reserve funds shall beheld by Lender as a general deposit and shall constitute a non-interest-bearingaccount which Lender may satisfy by payment of the insurance premiums requiredto be paid by Grantor as they become due. Lender does not hold the reservefunds in trust for Grantor, and Lender is not the agent of Grantor for paymentof the insurance premiums required to be paid by Grantor. The responsibilityfor the payment of premiums shall remain Grantor’s sole responsibility.

**Insurance Reports.** Grantor, upon request of Lender, shallfurnish to Lender reports on each existing policy of insurance showing suchinformation as Lender may reasonably request including the following: (1)the name of the insurer; (2) the risks insured; (3) the amount of the policy;(4) the property insured; (5) the then current value on the basis of whichinsurance has been obtained and the manner of determining that value; and(6) the expiration date of the policy. In addition, Grantor shall upon requestby .Lender (however not more often than annually) have an independent appraisersatisfactory to Lender determine, as applicable, the cash value or replacementcost of the Collateral.

**LENDER’S EXPENDITURES**. If any action or proceeding is commencedthat would materially affect Lender’s interest in the Collateral or if Grantorfails to comply with any provision of this Agreement or any Related Documents,including but not limited to Grantor’s failure to discharge or pay when dueany amounts Grantor is required to discharge or pay under this Agreement orany Related Documents, Lender on Grantor’s behalf may (but shall not be obligatedto) take any action that Lender deems appropriate, including but not limitedto discharging or paying all taxes, liens, security interests, encumbrancesand other claims, at any time levied or placed on the Collateral and payingall costs for insuring, maintaining and preserving the Collateral. All suchexpenditures incurred or paid by Lender for such purposes will then bearinterest at the rate charged under the Note from the date incurred or paidby Lender to the date of repayment by Grantor. All such expenses will becomea part of the Indebtedness and, at Lender’s option, will (A) be payable ondemand; (B) be added to the balance of the Note and be apportioned among andbe payable with any installment payments to become due during either (1,)the term of any applicable insurance policy; or (2) the remaining term ofthe Note; or (C) be treated as a balloon payment which will be due end payableat the Note’s maturity. The Agreement also will secure payment of these amounts.Such right shall be in addition to all other rights and remedies to whichLender may be entitled upon Default.

**DEFAULT.**Each of the following shall constitute an Eventof Default under this Agreement: 

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| **EXHIBIT 10(a)(1) Page3** |
|----------------------------|

### **COMMERClAL SECURlTY AGREEMENT  (Continued)**

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> **Payment Default.** Grantor fails to make any paymentwhen due under the Indebtedness.        
**Other Defaults.** Grantor fails to comply with or to performany other term, obligation, covenant or condition contained in this Agreementor in any of the Related Documents or to comply with or to perform any term,obligation, covenant or condition contained in any other agreement betweenLender and Grantor.

**False Statements.** Any warranty, representation or statementmade or furnished to Lender by Grantor or on Grantor’6 behalf under this Agreement,the Note, or the Related Documents is false or misleading in any materialrespect, either now or at the time made or furnished becomes false or misleadingat any time thereafter.

**Defective Collateralization.** This Agreement or any ofthe Related Documents ceases to be in full force and effect (including failureof any collateral document to create a valid and perfected security interestor lien) at any time and for any reason.

**Insolvency.** The dissolution or termination of Grantor’sexistence as a going business, the insolvency of Grantor, the appointmentof a receiver for any part of Grantor’s property, any assignment for the benefitof creditors, any type of creditor workout, or the commencement of any proceedingunder any bankruptcy or insolvency laws by or against Grantor.

**Creditor or Forfeiture Proceedings.** Commencement of foreclosureor forfeiture proceedings, whether by judicial proceeding, self-help, repossessionor any other method, by any creditor of Grantor or by any governmental agencyagainst any collateral securing the Indebtedness. This includes a garnishmentof any of Grantor’s accounts, including deposit accounts, with Lender. However,this Event of Default shall not apply if there is a good faith dispute byGrantor as to the validity or reasonableness of the claim which is the basisof the creditor or forfeiture proceeding and if Grantor gives Lender writtennotice of the creditor or forfeiture proceeding and deposits with Lender moniesor a surety bond for the creditor or forfeiture proceeding, in an amountdetermined by Lender, in its sole discretion, as being an adequate reserveor bond for the dispute.

**Events Affecting Guarantor.** Any of the preceding eventsoccurs with respect to Guarantor of any of the lndebtedness dies or becomesincompetent or revokes or disputes the validity of, or liability under, anyGuaranty of the Indebtedness.

**Adverse Change.** A material adverse change occurs in Grantor’sfinancial condition, or Lender believes the prospect of payment or performanceof the lndebteidness is impaired.

**Insecurity.** Lender in good faith-believes itself insecure.

> **Accelerate indebtedness.** Lender may declare theentire Indebtedness, including any prepayment penalty which Grantor wouldbe required to pay, immediately due and payable, without notice of any kindto Grantor.          
**Assemble Collateral.** Lender may require Grantor to deliverto Lender all or any portion of the Collateral and any and all certificatesof title and other documents relating to the Collateral. Lender may requireGrantor to assemble the Collateral and make it available to Lender at a placeto be designated by Lender. Lender also shall have full power to enter uponthe property of Grantor to take possession of and remove the Collateral. Ifthe Collateral contains other goods not covered by this Agreement at the timeof repossession, Grantor agrees Lender may take such other goods, providedthat Lender makes reasonable efforts to return them to Grantor after repossession.

**Sell the Collateral.** Lender shall have full power tosell, lease, transfer, or otherwise deal with the Collateral or proceeds thereofin Lender’s own name or that of Grantor. Lender may sell the Collateral atpublic auction or private sale. Unless the Collateral threatens to declinespeedily in value or is of a type customarily sold on a recognized market,Lender will give Grantor reasonable notice of the time after which any privatesale or any other intended disposition of the Collateral is to be made. Therequirements of reasonable notice shall be met if such notice is given atleast fifteen (15) days before the time of the sale or disposition. All expensesrelating to the disposition of the Collateral, including without limitationthe expenses of retaking, holding, insuring, preparing. for sale and sellingthe Collateral, shall become a part of the Indebtedness secured by this Agreementand shall be payable on demand, with interest at the Note rate from date ofexpenditure until repaid.

**Appoint Receiver.** Lender shall have the right to havea receiver appointed to take possession of all or any part of the Collateral,with the power to protect and preserve the Collateral, to operate the Collateralpreceding foreclosure or sale, and to collect the Rents from the Collateraland apply the proceeds, over and above the cost of the receivership, againstthe Indebtedness. The receiver may serve without bond if permitted by law.Lender’s right to the appointment of a receiver shall exist whether or notthe apparent value of the Collateral exceeds the Indebtedness by a substantialamount. Employment by Lender shall not disqualify a person from serving asa receiver.

**Collect Revenues, Apply Accounts.** Lender, either itselfor through a receiver, may collect the payments, rents, income, and revenuesfrom the Collateral. Lender may at any time in Lender’s discretion transferany Collateral into Lender’s own name or that of Lender’s nominee and receivethe payments, rents, income, and revenues therefrom and hold the same as securityfor the Indebtedness or apply it to payment of the Indebtedness in such orderof preference as Lender may determine. Insofar as the Collateral consistsof accounts, general intangibles, insurance policies, instruments, chattelpaper, chases in action, or similar property, Lender may demand, collect,receipt for, settle, compromise, adjust, sue for, foreclose, or realize onthe Collateral as Lender may determine, whether or not Indebtedness or Collateralis then due, For these purposes, Lender may, on behalf of and in the nameof Grantor, receive, open and dispose of mail addressed to Grantor; changeany address to which mail and payments are to be sent; and endorse notes,checks, drafts, money orders, documents of title, instruments and items pertainingto payment, shipment, or storage of any Collateral. To facilitate collection,Lender may notify account debtors and obligors on any Collateral to makepayments directly to Lender. 

**Obtain Deficiency.** If Lender chooses to sell any orall of the Collateral, Lender may obtain a judgment against Grantor for anydeficiency remaining on the Indebtedness due to Lender after application ofall amounts received from the exercise of the rights provided in this Agreement.Grantor shall be liable for a deficiency even if the transaction describedin this subsection is a sale of accounts or chattel paper.

**Other Rights and Remedies.** Lender shall have all therights and remedies of a secured creditor under the provisions of the UniformCommercial Code, as may be amended from time to time. In addition, Lendershall have and may exercise any or all other rights and remedies it may haveavailable at law, in equity, or otherwise.

**Election of Remedies.** Except as may be prohibited byapplicable law, all of Lender’s rights and remedies, whether evidenced bythis Agreement, the Related Documents, or by any other writing, shall be cumulativeand may be exercised singularly or concurrently. Election by Lender to pursueany remedy shall not exclude pursuit of any other remedy, and an electionto make expenditures or to take action to perform an obligation of Grantorunder this Agreement, after Grantor’s failure to perform, shall not affectLender’s right to declare a default and exercise its remedies.          

> **Amendments.** This Agreement, together with anyRelated Documents, constitutes the entire understanding and agreement of theparties as to the matters set forth in this Agreement. No alteration offor amendment to this Agreement shall be effective unless given in writingand signed by the party or parties sought to be charged or bound by the alteratiomof amendment.            
**Attorneys’ Fees; Expenses.** Grantor agrees to pay upondemand all of Lender’s costs and expenses, including Lender’s attorneys’ feesand Lender’s legal expenses, incurred in connection with the enforcement ofthis Agreement. Lender may hire or pay someone else to help enforce this Agreement,and Grantor shall pay the costs and expenses of such enforcement. Costs andexpenses include Lender’s attorneys’ fees and legal expenses whether or notthere is a lawsuit, including attorneys’ fees and legal expenses for bankruptcyproceedings (including efforts to modify or vacate any automatic stay orinjunction), appeals, and any anticipated post-judgment collection services.Grantor also shall pay all court costs and such additional fees as may bedirected by the court.

**Caption Headings.** Caption headings in this Agreementare for convenience purposes only and are not to be used to interpret or definethe provisions of this Agreement.

**Governing Law. This Agreement will be governed by, construedand enforced in accordance with federal law and the laws of the State of Ohio.This Agreement has been accepted by Lender in the State of Ohio.**

**No Waiver by Lender.**Lender shall not be deemed tohave waived any rights under this Agreement unless such waiver is given inwriting and signed by Lender. No delay or omission on the part of Lender inexercising any right shall operate as a waiver of such right or any otherright. A waiver by Lender of a provision of this Agreement shall not prejudiceor constitute a waiver of Lender’s right otherwise to demand strict compliancewith that provision or any other provision of this Agreement. No prior waiverby Lender, nor any course of dealing between Lender and Grantor, shall constitutea waiver of any of Lender’s rights or of any of Grantor’s obligations as toany future transactions. Whenever the consent of Lender is required underthis Agreement, the granting of such consent by Lender in any instance shallnot constitute continuing consent to subsequent instances where such consentis required and in all cases such consent may be granted or withheld in thesole discretion of Lender. 

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| **EXHIBIT 10(a)(1) Page4** |
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### **COMMERClAL SECURlTY AGREEMENT  (Continued)**

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> **Notices.** Any notice required to be given underthis Agreement shall be given in writing, and shall be effective when actuallydelivered, when actually received by telefacsimile (unless otherwise requiredby law), when deposited with a nationally recognized overnight courier, or,if mailed, when deposited in the United States mail, as first class, certifiedor registered mail postage prepaid, directed to the addresses shown nearthe beginning of this Agreement. Any party may change its address for noticesunder this Agreement by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party’s address.For notice purposes, Grantor agrees to keep Lender informed at all timesof Grantor’s current address. Unless otherwise provided or required by law,If there is more than one Grantor, any notice given by Lender to any GrantorIs deemed to be notice given to all Grantors.              
**Power of Attorney.** Grantor hereby appoints Lenderas Grantor’s irrevocable attorney-in-fact for the purpose of executing anydocuments necessary to perfect or to continue the security interest grantedin this Agreement , Lender may at any time, and without further authorizationfrom Grantor, file a carbon, photographic or other reproduction of any financingstatement or of this Agreement for use as a financing statement. Grantor willreimburse Lender for all expenses for the perfection and the continuationof the perfection of Lender’s security interest in the Collateral. 

**Severability.** If a court of competent jurisdictionfinds any provision of this Agreement to be illegal, invalid, or unenforceableas to any circumstance, that finding shall not make the offending provisionillegal, invalid, or unenforceable as to any other circumstance. If feasible,the offending provision shall be considered modified so that it becomes legal,valid and enforceable. If the offending provision cannot be so modified, itshall be considered deleted from this Agreement. Unless otherwise requiredby law, the illegality, invalidity, or unenforceability of any provision ofthis Agreement shall not affect the legality, validity or enforceability ofany other provision of this Agreement.

**Successors and Assigns.** Subject to any limitationsstated in this Agreement on transfer of Grantor’s interest, this Agreementshall be binding upon and inure to the benefit of the parties, their successorsand assigns. If ownership of the Collateral becomes vested in a person otherthan Grantor, Lender, without notice to Grantor, may deal with Grantor’s successorswith reference to this Agreement and the Indebtedness by way of forbearanceor extension without releasing Grantor from the obligations of this Agreementor liability under the Indebtedness.

**Survival of Representations and Warranties.** Allrepresentations, warranties, and agreements made by Grantor in this Agreementshall survive the execution and delivery of this Agreement,shall be continuingin nature, and shall remain in full force and effect until such time as Grantor’sIndebtedness shall be paid in full.

**Time is of the Essence.** Time is of the essence inthe performance of this Agreement.

> **Account.** The word “Account” means a tradeaccount, account receivable, other receivable, or other right to payment forgoods sold or services rendered owing to Grantor (or to a third party grantoracceptable to Lender).                
**Agreement.**The word “Agreement” means this CommercialSecurity Agreement; as this Commercial Security Agreement may be amended ormodified from time to time, together with all exhibits and schedules attachedto this Commercial Security Agreement from time to time.

**Borrower.** The word “Borrower” means HICKOK INCORPORATED,and all other persons and entities signing the Note in whatever capacity.

**Collateral.**The word “Collateral” means all ofGrantor’s right, title and interest in and to all the Collateral as describedin the Collateral Description section of this Agreement.

**Default.**The word “Default” means the Defaultset forth in this Agreement in the section titled “Default”.

**Environmental Laws.**The words “Environmental Laws”mean any and all state, federal and local statutes, regulations and ordinancesrelating to the protection of human health or the environment, includingwithout limitation the Comprehensive Environmental Response, Compensation,and Liability Act of 1980, as amended, 42 U.S.C. Section 9601; et seq. (“CERCLA”),the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499(“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801,et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901,et seq., or other applicable state or federal laws, rules, or regulationsadopted pursuant thereto.

**Event of Default.** The words “Event of Default”mean any of the events of default set forth in this Agreement in the defaultsection of this Agreement.

**Grantor.**The word “Grantor” means HICKOK INCORPORATED.

**Guarantor.** The word “Guarantor” means any guarantor,surety, or accommodation party of any or all of the Indebtedness.

**Guaranty.**The word “Guaranty” means the guarantyfrom Guarantor to Lender, including without limitation a guaranty of all orpart of the Note

**Hazardous Substances.** The words “Hazardous Substances”mean materials that, because of their quantity, concentration or physical,chemical or infectious characteristics, may cause or pose a present or potentialhazard to human health or the environment when improperly used, treated, stored,disposed of, generated, manufactured, transported or otherwise handled. Thewords “Hazardous Substances” are used in their very broadest sense and includewithout limitation any and all hazardous or toxic substances, materials orwaste as defined by or listed under the Environmental Laws. The term “HazardousSubstances” also includes, without limitation, petroleum and petroleum by-productsor any fraction thereof and asbestos.

**Indebtedness.** The word “Indebtedness” means theindebtedness evidenced by the Note or Related Documents, including all principaland interest together with all other indebtedness and costs and expenses forwhich Grantor is responsible under this Agreement or under any of the RelatedDocuments.

**Lender.**The word “Lender” means THE HUNTINGTONNATIONAL BANK; its successors and assigns. 

**Note.** The word “Note” means the Note executedby Grantor in the principal amount of $5,000,000.00 dated 2-28-97 togetherwith all renewals of, extensions of, modifications of, refinancings of, consolidationsof, and substitutions for the note or credit agreement.

**Related Documents.** The words “Related Documents”mean all promissory notes, credit agreements, loan agreements, environmentalagreements, guaranties, security agreements, mortgages, deeds of trust, securitydeeds, collateral mortgages, and all other instruments, agreements and documents,whether now or hereafter existing, executed in connection with the Indebtedness.

**GRANTOR:**

**HICKOK INCORPORATED**

**By: /s/  Robert L. Bauman   ROBERT L. BAUMAN,  President of HICKOK INCORPORATED**

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