Unassociated Document


    Exhibit
10.44

    


    AMENDMENT
NO. 2

    TO

    REVENUE
SHARING, PARTNERSHIP AND DISTRIBUTION AGREEMENT

    


    This
Amendment No. 2 (“Amendment No. 2”) to the Revenue Sharing, Partnership and
Distribution Agreement (“RSPDA”) is entered into by and among Oculus Innovative
Sciences, Inc., a Delaware corporation (“Oculus”), and Vetericyn, Inc.
(“Vetericyn”, and together with Oculus, the “Parties”), a California
corporation, as of July 24, 2009, by and among the Parties.

    


    RECITALS

    


    A.           Oculus
and Vetericyn previously entered into that certain Revenue Sharing Distribution
Agreement effective January 26, 2009, as amended by Amendment No. 1 dated
February 24, 2009.

    


    B.           The
Parties wish to modify certain terms of the Agreement on the terms and subject
to the conditions set forth in this Amendment No. 2.

    


    NOW, THEREFORE, in consideration of the
mutual covenants, agreements and representations contained in this Amendment No.
2 and the RSPDA, as previously amended, the Parties hereto agree as
follows:

    


    1.           Section
10.3 Change of Control shall be amended in its entirety to read as
follows:

    


    10.3 Change of
Control.  Within sixty (60) days of a Change in Control at the
Company, and notwithstanding any provision of this Agreement to the contrary,
including without limitation Section 3.3, Distributor may elect at its own
expense, to immediately transfer (by way of a non-exclusive license) one or more
of the Company’s manufacturing lines that produce the Vetericyn formula for the
Solutions.  Upon the election to transfer, Distributor would have the
exclusive right to manufacture and Package Vetericyn or any derivative thereof,
in the Market during the Term.  Upon such election by Distributor, the
Revenue Sharing feature of this Agreement shall be terminated, and in
consideration, the Company, or its successors, would receive a one-time,
nonrefundable payment for the manufacturing lines(s) on a mutually agreed upon
price, in any event not to exceed the Company’s original cost for such
manufacturing lines(s) and a perpetual ten (10%) royalty on net sales related to
the sales of Vetericyn or any derivative product thereof, for the Term. Upon
receipt of payment by Company from Distributor, Company shall issue a bill of
sale to Distributor transferring title of the manufacturing line(s) to
Distributor.  The Company, or its successors, would agree to provide,
at Distributor’s expense, commercially reasonable technical assistance to
Distributor to facilitate the transfer process.

     

    2.           Exhibit
A. Exhibit A to the RSPDA is amended in its entirety by Exhibit A – Revised
7/24/09 attached hereto.

    


    3.           Conflict.  In
the event of any conflict between the provisions of this Amendment No. 2 and the
provisions of the RSPDA, as previously amended, the provisions of this Amendment
No. 2 shall prevail and the provisions of the RSPDA, as previously amended,
shall be deemed modified by this Amendment No. 2 as necessary to resolve such
conflict.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.           Effect of
Amendment.  Except as expressly amended by this Amendment No. 2
and/or by the preceding sentence, the terms and provisions of the RSPDA, as
previously amended, shall continue in full force and effect.

    


    IN WITNESS WHEREOF, the parties have
executed this Amendment No. 3 to be effective as of July 24, 2009.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	OCULUS INNOVATIVE SCIENCES,
      INC.              	 	VETERICYN,
INC.	 
	
                                         

                                      	 	 	 	
                                         

                                      	 
	
                                        By:
      

                                      	/s/Jim
      Schutz	 	By:
      	
                                        /s/Robert
      Burlingame

                                      	 
	
                                        Name:     

                                      	Jim
      Schutz	 	Name:
      	
                                        Robert
      Burlingame

                                      	 
	Title:
      	General
      Counsel	 	Title:
      	Chief
      Executive Officer	 


                              

                            

                          

                        

                      

                    

                  

                

              

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

    

     

    EXHIBIT
A

    


    PRODUCTION VOLUME QUANTITY
AND PRICING SCHEDULE

    


    AS AMENDED JULY 24,
2009

    


    


    Available
Vetericyn bottle sizes:

    


    240 ml, 500 ml, 1 gallon, 5
liters

    


    New
Products:

    


    From time to time, the Parties may
introduce new products and packaging, as

    described in Section
1.8.  Any such new products and/or packaging shall be

    subject to a similar revenue sharing
mechanism as described below.

    


    Revenue
Sharing & Pricing (in $USD):

    


    Definitions:

    


    Oculus Base Price (“OBP”) is
[    ]* per Bottles Sold, regardless of bottle

    Size.  (OBP
is paid regardless of Vetericyn’s operating results.)

    


    Vetericyn Base Price (“VBP”) is
[    ]* per Bottles Sold.

    


    Net Revenue is gross revenue less (1)
discounts, (2) allowances,

    (3)
shipping costs, and (4) incentive markups to independent

    representatives,
dealers and distributors.

    


    Net
Average Sales Price (“ASP”) is Net Revenue divided by the number

    of
Bottles Sold plus the number of sample/promotional bottles
distributed.

    It is
calculated on all sales.

    


    Bottles
Sold is the number of bottles sold to customers, excluding the

    Number of
sample/promotional bottles distributed.

    


    Cost of
Manufacturing is expenses directly related to the manufacturing

    of
Vetericyn products, which includes cost of materials such as bottles, labels and
solution, direct labor and benefits, shipping, laboratory and expendable
supplies, depreciation, repairs and maintenance, rent and utilities directly
related to the manufacturing.

    


    Selling
Expenses are costs directly related to the sale and distribution of the
Vetericyn products only, which includes salaries and related benefits,
commissions not included as a deduction of the ASP, supplies, postage,
telephone, conferences, advertising, travel and marketing material.

    


    *
Confidential material redacted and separately filed with the
Commission

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    General
and Administrative Expenses are costs directly related to the sales and
administration of the Vetericyn products, which includes salaries and benefits,
legal fees, supplies, consulting, postage, insurance and bank
charges.

    


    Allocations
of expenses will be mutually agreed upon.

    


    Calculations and
Definitions:

    


    Net Profit (Loss) Before OBP and
Revenue Sharing (“NPBOR”) is Net

    Revenue
minus Cost of Manufacturing, Selling Expenses and General and

    Administrative
Expenses.

    


    Net
Profit (Loss) Before Revenue Sharing (“NPBR”) is NPBOR minus OBP.

    


    Cumulative
Net Profit (Loss) Before Revenue Sharing (“CNPBR”) is the monthly NPBR added
together from January 1, 2009 to the latest month end.

    


    Revenue
Sharing (“RS”) to each party is [    ]* of ASP – (OBP+VBP),
but does not begin until CNPBR is positive and it applies only in months where
NPBR is positive.

    


    Oculus
Shared Revenue (“OSR”) is [    ]* of ASP – (OBP+VBP), except
that:

    


    
      
        	
              	
                1. 

              	
                If
      CNPBR is zero or negative, then OSR is zero,
or

              


      

    

    


    
      
        	
              	
                2. 

              	
                If
      NPBR is zero or negative, then OSR is zero,
or

              


      

    

    


    
      
        	
              	
                3. 

              	
                f
      OSR is greater than CNPBR for the month, then OSR
  shall

              


      

    

    be equal
to CNPBR.

    


    Minimum
Order:

    


    Minimum
ordering quantity per purchase order to be placed with Oculus under this
Agreement shall not be less than one full pallet per shipment and may be
comprised of any combination of the product sizes noted above.  For
purposes of clarity and in an effort to maximize shipping efficiency, no partial
pallet orders will be acceptable unless pursuant to replacement orders for
warranty replacements.

     

    The
Parties agree to meet at least once per year to review this Exhibit A, as
amended, and any new product offerings in the veterinary market.  The
Parties further agree to work in good faith to study best locations for bottling
and final finished manufacturing.

     

    Above
prices are DDP, Delivered Duty Paid, from Oculus’ manufacturing plant in
Zapopan, Mexico, to Vetericyn’s warehouse in Rialto, California.

    


    *
Confidential material redacted and separately filed with the
Commission

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      
                                                                                                                                                                                        
                                                                                                                                                                                          
                                                                                                                                                                                            
                                                                                                                                                                                              
                                                                                                                                                                                                
                                                                                                                                                                                                  
                                                                                                                                                                                                    
                                                                                                                                                                                                      
                                                                                                                                                                                                        
                                                                                                                                                                                                          
                                                                                                                                                                                                            
                                                                                                                                                                                                              
                                                                                                                                                                                                                
                                                                                                                                                                                                                  
                                                                                                                                                                                                                    
                                                                                                                                                                                                                      
                                                                                                                                                                                                                        
                                                                                                                                                                                                                          
                                                                                                                                                                                                                            
                                                                                                                                                                                                                              
                                                                                                                                                                                                                                
                                                                                                                                                                                                                                  	
                                                                                                                                                                                                                                          VETERICYN,
      INC

                                                                                                                                                                                                                                        	 
      	 
      	
                                                                                                                                                                                                                                          CONFIDENTIAL

                                                                                                                                                                                                                                        
	
                                                                                                                                                                                                                                          Operating
      Projection

                                                                                                                                                                                                                                        	 
      	
                                                                                                                                                                                                                                          Oculus
      Base Price (OBP) = $[   ]* / Bottle (Paid regardless of
      Vetericyn operating results.)  

                                                                                                                                                                                                                                        	 
      
	
                                                                                                                                                                                                                                          2009-2010

                                                                                                                                                                                                                                        	 
      	
                                                                                                                                                                                                                                          Vetericyn
      Base Price (VBP) = $[   ]* / Bottle      
         

                                                                                                                                                                                                                                        	 
      
	
                                                                                                                                                                                                                                          Exhibit
      A Attachment - 7/24/09

                                                                                                                                                                                                                                        	 
      	
                                                                                                                                                                                                                                          Net
      Average Sales Price (ASP) = Average Selling Price less discounts and
      allowances, shipping

                                                                                                                                                                                                                                        	 
      
	 
      	 
      	
                                                                                                                                                                                                                                           
      (Calculated on all sales, including sales to/through Independent Reps,
      Dealers, Distributors

                                                                                                                                                                                                                                        	 
      
	 
      	 
      	
                                                                                                                                                                                                                                           
      and Internet sales.  Net ASP is after deduction of incentive
      markups on sales to/through

                                                                                                                                                                                                                                        	 
      
	 
      	 
      	
                                                                                                                                                                                                                                           
      Independent Reps, Dealers and Distributors.)      
       

                                                                                                                                                                                                                                        	 
      
	 
      	 
      	
                                                                                                                                                                                                                                          Revenue
      Sharing at [   ]*% to each party calculated on Net ASP -
      (OBP + VBP)    

                                                                                                                                                                                                                                        	 
      
	 
      	 
      	
                                                                                                                                                                                                                                           
      (Revenue Sharing begins only after Vetericyn is operating profitably on a
      cumulative basis and

                                                                                                                                                                                                                                        	 
      
	 
      	 
      	
                                                                                                                                                                                                                                           
      applies only in months where Vetericyn operated profitably.)    
       

                                                                                                                                                                                                                                        	 
      


                                                                                                                                                                                                                                

                                                                                                                                                                                                                              

                                                                                                                                                                                                                            

                                                                                                                                                                                                                             

                                                                                                                                                                                                                            
                                                                                                                                                                                                                              	 
      	 	 	 	 	
                                                                                                                                                                                                                                      2009

                                                                                                                                                                                                                                    	 	 	 	 
	 
      	 	 	 	 	
                                                                                                                                                                                                                                      Actual

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Actual

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Actual

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Actual

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Actual

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Forecast

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Forecast

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Forecast

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Forecast

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Forecast

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Forecast

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Forecast

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Total

                                                                                                                                                                                                                                    	 
	 
      	 	 	 	 	
                                                                                                                                                                                                                                      Jan-09

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Feb-09

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Mar-09

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Apr-09

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      May-09

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Jun-09

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Jul-09

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Aug-09

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Sep-09

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Oct-09

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Nov-09

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      Dec-09

                                                                                                                                                                                                                                    	 	 	
                                                                                                                                                                                                                                      2009

                                                                                                                                                                                                                                    	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                                                                                                                                      Bottles Sold: Net ASP /
      Bottle

                                                                                                                                                                                                                                    	 	 	[   
      	]*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                                                                                                                                      Revenue:

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	
                                                                                                                                                                                                                                      Sales

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Less:  Returns
      & Allowances

                                                                                                                                                                                                                                    	 	 	[   
      	]*%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Less:  Cash
      Discounts

                                                                                                                                                                                                                                    	 	 	[   
      	]*%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Net
      Revenue

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	
                                                                                                                                                                                                                                      Cost of Manufacturing:

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	
                                                                                                                                                                                                                                      Vetericyn
      Base Cost / Bottle

                                                                                                                                                                                                                                    	 	 	[   
      	]*	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Materials
      - Bottling & Packaging

                                                                                                                                                                                                                                    	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Shipping
      (UPS Ground - netted from ASP above)

                                                                                                                                                                                                                                    	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Lab
      Supplies

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Freight-In

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Direct
      Labor (#6)

                                                                                                                                                                                                                                    	 	 	[   
      	]*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Employee
      Benefits (included above)

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Depreciation
      Expense

                                                                                                                                                                                                                                    	 	 	[   
      	]*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Repairs
      & Maintenance

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Expendable
      Supplies

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Rent

                                                                                                                                                                                                                                    	 	 	[   
      	]*	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Utilities

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Total
      Cost of Sales

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                                                                                                                                      Selling Expense:

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                                                                                                                                      Salaries
      – Sales

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Employee
      Benefits (included in Wages)

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Other
      Temporary Labor

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Commission
      (in-house sales reps)

                                                                                                                                                                                                                                    	 	 	[   
      	]*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Marketing
      Expense

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Samples

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Office
      Supplies

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Postage

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Dues
      & Subscriptions

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Telephone

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Conference
      & Seminars

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Advertising
      - Print

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Advertising
      - TV

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Travel

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Auto

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Meals
      & Entertainment

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Trade
      Shows

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Credit
      Card Fees

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Brochures
      & Printing

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Total
      Selling Expense

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                                                                                                                                      Gen'l & Admin Expense:

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	
                                                                                                                                                                                                                                      Salaries
      - Administration

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Legal
      Fees

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Sales
      Tax

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Office
      Supplies

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Rent

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Permits
      & Licenses

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Consulting

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Postage

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Telephone

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Donations

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Bank
      Charges

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Business
      Insurance

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Office
      Machines

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Misc

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	
                                                                                                                                                                                                                                      Total
      G & A Expense

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                                                                                                                                      Net
      Profit (Loss) Before OBP and Revenue Sharing

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                                                                                                                                      OBP
      (Oculus Base Price)

                                                                                                                                                                                                                                    	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                                                                                                                                      Net
      Profit (Loss) Before Revenue Sharing

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                                                                                                                                      Cumulative
      Net Profit (Loss) Before Revenue Sharing

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                                                                                                                                      Revenue
      Sharing

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                                                                                                                                      VBP
      (Vetericyn Base Price)

                                                                                                                                                                                                                                    	 	 	[   
      	]*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                                                                                                                                      Oculus
      Shared Revenue = [       ]*% x
      (ESP-(OBP+VBP))

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 
	
                                                                                                                                                                                                                                      Limited
      to Net Profit Before Revenue Sharing

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                                                                                                                                      Net
      Profit - Vetericyn

                                                                                                                                                                                                                                    	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                                                                                                                                      Net
      Cash Flow - Oculus

                                                                                                                                                                                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*


                                                                                                                                                                                                                            

                                                                                                                                                                                                                             

                                                                                                                                                                                                                            *
Confidential material redacted and separately filed with the
Commission

                                                                                                                                                                                                                          

                                                                                                                                                                                                                        

                                                                                                                                                                                                                      

                                                                                                                                                                                                                    

                                                                                                                                                                                                                  

                                                                                                                                                                                                                

                                                                                                                                                                                                              

                                                                                                                                                                                                            

                                                                                                                                                                                                          

                                                                                                                                                                                                        

                                                                                                                                                                                                      

                                                                                                                                                                                                    

                                                                                                                                                                                                  

                                                                                                                                                                                                

                                                                                                                                                                                              

                                                                                                                                                                                            

                                                                                                                                                                                          

                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                       

                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                          

                                                                                                        

                                                                                                        
                                                                                                          
                                                                                                          

                                                                                                          
                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                        
                                                                                                          
                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                       

                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            	
                                                                                                                    VETERICYN, INC

                                                                                                                  
	
                                                                                                                    Operating
      Projection

                                                                                                                  
	 2009-2010
	
                                                                                                                    Exhibit
      A Attachment - 7/24/09

                                                                                                                  
	 
      
	 
      	 	 
      	 	 	 	 	
                                                                                                                    2010

                                                                                                                  	 	 	 	 
	 
      	 	 
      	 	 	 	 	
                                                                                                                    Forecast

                                                                                                                  	 	 	
                                                                                                                    Forecast

                                                                                                                  	 	 	
                                                                                                                    Forecast

                                                                                                                  	 	 	
                                                                                                                    Forecast

                                                                                                                  	 	 	
                                                                                                                    Forecast

                                                                                                                  	 	 	
                                                                                                                    Forecast

                                                                                                                  	 	 	
                                                                                                                    Forecast

                                                                                                                  	 	 	
                                                                                                                    Forecast

                                                                                                                  	 	 	
                                                                                                                    Forecast

                                                                                                                  	 	 	
                                                                                                                    Forecast

                                                                                                                  	 	 	
                                                                                                                    Forecast

                                                                                                                  	 	 	
                                                                                                                    Forecast

                                                                                                                  	 	 	
                                                                                                                    Total

                                                                                                                  	 
	 
      	 	 
      	 	 	 	 	
                                                                                                                    Jan-10

                                                                                                                  	 	 	
                                                                                                                    Feb-10

                                                                                                                  	 	 	
                                                                                                                    Mar-10

                                                                                                                  	 	 	
                                                                                                                    Apr-10

                                                                                                                  	 	 	
                                                                                                                    May-10

                                                                                                                  	 	 	
                                                                                                                    Jun-10

                                                                                                                  	 	 	
                                                                                                                    Jul-10

                                                                                                                  	 	 	
                                                                                                                    Aug-10

                                                                                                                  	 	 	
                                                                                                                    Sep-10

                                                                                                                  	 	 	
                                                                                                                    Oct-10

                                                                                                                  	 	 	
                                                                                                                    Nov-10

                                                                                                                  	 	 	
                                                                                                                    Dec-10

                                                                                                                  	 	 	
                                                                                                                    2010

                                                                                                                  	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                    Bottles
      Sold:

                                                                                                                  	
                                                                                                                    Net
      ASP / Bottle

                                                                                                                  	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                    Revenue:

                                                                                                                  	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	 
      	
                                                                                                                    Sales

                                                                                                                  	 
      	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Less: Returns
      & Allowances

                                                                                                                  	 	[   
      	]*%	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Less: Cash
      Discounts

                                                                                                                  	 	[   
      	]*%	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	
                                                                                                                    Net
      Revenue

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	
                                                                                                                    Cost
      of Manufacturing:

                                                                                                                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	 
      	
                                                                                                                    Vetericyn
      Base Cost / Bottle

                                                                                                                  	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Materials
      - Bottling & Packaging

                                                                                                                  	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Shipping
      (UPS Ground - netted from ASP above)

                                                                                                                  	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Lab
      Supplies

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Freight-In

                                                                                                                  	 
      	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Direct
      Labor (#6)

                                                                                                                  	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Employee
      Benefits (included above)

                                                                                                                  	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Depreciation
      Expense

                                                                                                                  	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Repairs
      & Maintenance

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Expendable
      Supplies

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Rent

                                                                                                                  	 
      	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Utilities

                                                                                                                  	 
      	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	
                                                                                                                    Total
      Cost of Sales

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                    Selling
      Expense:

                                                                                                                  	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                                                                                                                    Salaries
      - Sales

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Employee
      Benefits (included in Wages)

                                                                                                                  	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Other
      Temporary Labor

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Commission
      (in-house sales reps)

                                                                                                                  	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Marketing
      Expense

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Samples

                                                                                                                  	 
      	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Office
      Supplies

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Postage

                                                                                                                  	 
      	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Dues
      & Subscriptions

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Telephone

                                                                                                                  	 
      	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Conference
      & Seminars

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Advertising
      - Print

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Advertising
      - TV

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Travel

                                                                                                                  	 
      	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Auto

                                                                                                                  	 
      	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Meals
      & Entertainment

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Trade
      Shows

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Credit
      Card Fees

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Brochures
      & Printing

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	
                                                                                                                    Total
      Selling Expense

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                    Gen'l
      & Admin Expense:

                                                                                                                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	 
      	
                                                                                                                    Salaries
      - Administration

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Legal
      Fees

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Sales
      Tax

                                                                                                                  	 
      	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Office
      Supplies

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Rent

                                                                                                                  	 
      	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Permits
      & Licenses

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Consulting

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Postage

                                                                                                                  	 
      	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Telephone

                                                                                                                  	 
      	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Donations

                                                                                                                  	 
      	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Bank
      Charges

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Business
      Insurance

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Office
      Machines

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	
                                                                                                                    Misc

                                                                                                                  	 
      	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	
                                                                                                                    Total
      G & A Expense

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                    Net
      Profit (Loss) Before OBP and Revenue Sharing

                                                                                                                  	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                                                                                                                    OBP
      (Oculus Base Price)

                                                                                                                  	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                    Net
      Profit (Loss) Before Revenue Sharing

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                    Cumulative
      Net Profit (Loss) Before Revenue Sharing

                                                                                                                  	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                    Revenue
      Sharing

                                                                                                                  	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                                                                                                                    VBP
      (Vetericyn Base Price)

                                                                                                                  	 	[   
      	]*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	
                                                                                                                    Oculus
      Shared Revenue = [     ]*% x
      (ESP-(OBP+VBP))

                                                                                                                  	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	 	 
	 
      	
                                                                                                                    Limited
      to Net Profit Before Revenue Sharing

                                                                                                                  	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                    Net
      Profit - Vetericyn

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                                                    Net
      Cash Flow - Oculus

                                                                                                                  	 	 	 	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*	 	 	[   
      	]*


                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      * Confidential material redacted and separately
filed with the Commission