> THISPROMISSORY NOTE MODIFICATION AGREEMENT (**"*Modification*"**)is made andentered into on February 7, 2008 but is effective as of February7, 2008 by and among **Hickok Incorporated**(collectively "***Borrower***")and **NATIONAL CITY BANK, A NATIONAL BANKING ASSOCIATION ("*Bank****").*WHEREAS, Bank agreed tolend to Borrower an amount not to exceed the sum of **Two Million Five Hundred Thousand and00/100 Dollars** ($2,500,000.00) ("***Loan***"), whichLoan was evidenced by a certain CommercialNote: Revolving Credit dated March 27, 2006 in the face amountof Two Million Five Hundred Thousandand 00/100Dollars ($2,500,000.00) (as extended, amended or otherwisemodified todate, the "***Note***") (the said Note and any other instrumentor document given in connection with or to secure the Loan beingcollectivelyreferred to as "***Loan Documents***").WHEREAS, the parties heretodesire to modify the Note as hereinafter provided.NOW, THEREFORE, in consideration of the foregoing promises and thecovenants contained herein, the parties hereto agree as follows:1.       Liability of Borrower.  Borrower herebyratifies and reconfirms Borrower's obligations and all liability toBank under the terms and conditions of the Loan Documents andacknowledges that Borrower has no defenses to or rights of set-offagainst Borrower's obligations and all liability to Bank thereunder.Borrower further acknowledges that Bank has performed all of Bank'sobligations under the Loan Documents.2.       Modification.  (a) The note is herebymodified to extend the expiration date from February 28, 2008 to February28, 2010.          (b)Payments prior to the firstscheduled payment above have been made as evidencedby the books and records of Bank.3.       Ratificationof Loan Documents.  The Loan Documents are in all respectsratified and confirmed by the parties hereto and incorporated byreference herein, and each of the Loan Documents and this Modificationshall be read, taken and construed as one and the same instrument.Capitalized terms used herein and not otherwise defined shall have themeanings given to them in theNote. In the event of any conflict between the terms and provisions ofthis Modification and the terms and provisions of the Note, the termsandprovisions of this Modification shall control.4.        	Confession of Judgment. Borrower hereby authorizes any attorney at law to appear in anystate or federal court of record in the United States of America afterthe maturity hereof (whether occurring by lapse of time oracceleration), to waive the issuance and service of process, to admitthe maturity of the Note and the amount then appearing due, to confessjudgment against Borrower in favor of the holder hereoffor the amount then appearing due, together with interest and costs ofsuit,and thereupon to release all errors and to waive all rights of appealandstay of execution. No judgment shall bar any subsequent judgment.Shouldany judgment be vacated for any reason, this warrant of attorneynevertheless may thereafter be used for obtaining additional judgments.IN WITNESS WHEREOF, the undersigned have caused this Modification tobe executed as of the day and year first above written.**WARNING - BY SIGNINGTHIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DONOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOURPRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROMYOU REGARDLESS OFANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNEDGOODS,FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANYOTHERCAUSE.****Hickok Incorporatedan Ohio corporation**By:     /s/   Gregory M. Zoloty             Gregory M. ZolotyIts: Chief Financial Officer**NATIONALCITY BANK, A NATIONAL BANKINGASSOCIATION**By:     /s/   R. W. Carpenter                        Bob CarpenterIts: Senior Vice President