Exhibit
10.1

     

    NOTE
PURCHASE AGREEMENT

     

    This NOTE
PURCHASE AGREEMENT (this “ Agreement ”) is dated as of February 8,
2010 by and among MEDPRO SAFETY PRODUCTS, INC., a Nevada corporation (the “Company”),
and Vision Opportunity Master Fund, Ltd. with its principal offices at 20 West
55th
Street, 5th floor
New York, NY 10019 (the “ Purchaser ”).

     

    NOW,
THEREFORE, in consideration of the covenants, promises and representations set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:

     

    ARTICLE
I

     

    Purchase
and Sale of Note

     

    Section
1.1             Purchase
and Sale of Note. Upon the following terms and conditions, (a) the
Company (the “ Issuer
”) shall issue and sell to the Purchaser and the Purchaser shall purchase from
the Company, subject to the representations, warranties, and covenants, a 6%
promissory note (the “ Note ”)
in the principal amount of five hundred thousand ($500,000.00) on the date of
this Agreement (the “Closing
”).  The Note shall be substantially in the form attached
hereto as Exhibit A.  The
Company and the Purchaser are executing and delivering this Agreement in
accordance with and in reliance upon the exemption from securities registration
afforded by Section 4(2) of the Securities Act.

     

    Section
1.2             Purchase
Price and Closing. The purchase price shall be the principal amount of
the Note (the “ Purchase
Price ”) and the Closing shall take place at the offices
of  Vision Opportunity Master Fund, Ltd., 20 West 55th
 Street, 5th
 Floor, New York, New York 10019, at 10:00 am New York time on the date of
this Agreement.  Subject to the terms and conditions of this
Agreement, at Closing the Company shall deliver or cause to be delivered to each
Purchaser (x) its Notes for the principal amount set forth
above and (y) any other documents required to be delivered pursuant to this
Agreement. At Closing, the Purchaser shall cause the applicable Purchase Price
to be delivered by wire transfer to the Company.

     

    ARTICLE
II

     

    Representations
and Warranties

     

    Section
2.1             Representations
and Warranties of the Company.  The Issuer hereby represents and
warrants to the Purchaser, as of the date hereof and as of the Closing Date
(except as set forth on the Schedule of Exceptions attached hereto with each
numbered Schedule corresponding to the section number herein), as follows
(unless otherwise specifically stated herein this Section 2.1 to the
contrary, all references to the Company shall be deemed to refer collectively to
the Issuer):

     

    (a)           Organization, Good Standing
and Power. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Nevada and has the
requisite corporate power to own, lease and operate its properties and assets
and to conduct its business as it is now being conducted. Except as set forth
on Schedule 2.1(a) , each of the Company and each such Subsidiary is
duly qualified as a foreign corporation to do business and is in good standing
in every jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary except for any jurisdiction(s)
(alone or in the aggregate) in which the failure to be so qualified will not
have a Material Adverse Effect on the Company’s financial
condition.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           Authorization;
Enforcement. The Company has the requisite corporate power and authority
to enter into and perform this Agreement (collectively, the “ Transaction
Documents ”) and to issue and sell the Notes in accordance with the
terms hereof. The execution, delivery and performance of the Transaction
Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby have been duly and validly authorized by all
necessary corporate action, and except as set forth on Schedule
2.1(b) , no further consent or authorization of the Company or its board of
directors or stockholders is required. This Agreement has been duly executed and
delivered by the Company. The other Transaction Documents will have been duly
executed and delivered by the Company at the Closing. Each of the Transaction
Documents constitutes, or shall constitute when executed and delivered, a valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,
conservatorship, receivership or similar laws relating to, or affecting
generally the enforcement of, creditor’s rights and remedies or by other
equitable principles of general application.

     

    (c)           Issuance
of Notes. The Notes to be issued at the Closing have been duly
authorized by all necessary corporate action and when paid for or issued in
accordance with the terms hereof, the Notes shall be validly issued and
outstanding, free and clear of all liens, encumbrances and rights of refusal of
any kind.

     

    (d) Commission Documents,
Financial Statements. Except as indicated on Schedule
2.1(c) , since December 28, 2007, the Company has timely filed all
reports, schedules, forms, statements and other documents required to be filed
by it with the Commission pursuant to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), including material filed pursuant to Section 13(a) or 15(d)
of the Exchange Act (all of the foregoing including filings incorporated by
reference therein being referred to herein as the “Commission
Documents”). At the times of their respective filings, the Company has
complied in all material respects with the requirements of the Exchange Act and
the rules and regulations of the Commission promulgated thereunder and other
federal, state and local laws, rules and regulations applicable to such
documents, and, as of their respective dates, none of the Commission Documents
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the Commission
Documents comply as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with United States generally accepted
accounting principles (“GAAP”)
applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the
notes thereto or (ii) in the case of unaudited interim statements, to the
extent they may not include footnotes), and fairly present in all material
respects the financial position of the Company and its subsidiaries as of the
dates thereof and the results of operations and cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal year-end audit
adjustments).

     

     (e)           No Undisclosed Events or
Circumstances. No material event or circumstance has occurred or exists
with respect to the Company or its Subsidiaries or their respective businesses,
properties, prospects, operations or financial condition, which, under
applicable law, rule or regulation, requires public disclosure or announcement
by the Company but which has not been so publicly announced or
disclosed.

     

    ARTICLE
III

     

    Covenants

     

    The
Company covenants with each of the Purchasers as follows, which covenants are
for the benefit of each Purchaser and its permitted assignees (as defined
herein):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
3.1             Securities
Compliance. The Company shall take all necessary action and proceedings
as may be required and permitted by applicable law, rule and regulation, for the
legal and valid issuance of the Notes to the Purchasers or subsequent
holders.

     

    Section 3.2             Board of
Directors. Within ten (10) days following receipt of a written
request from the Purchaser, the Company shall expand its Board of Directors by
one (1) seat and ensure that one (1) representative of the Purchaser
be appointed for such seat on the Board of Directors of the
Company.

     

    Section
3.3             Disposition
of Assets. So long as any Notes remain outstanding, neither the Company
nor any Subsidiary shall sell, transfer or otherwise dispose of any of its
properties, assets and rights including, without limitation, its software and
intellectual property, to any person except for (A) sales to customers in the
ordinary course of business; or (B) with the prior written consent of the
Purchaser.

     

    Section
3.4             Increase
in Liabilities. Unless the Company obtains written consent of the
Purchaser, the Company shall not guarantee, create or permit to exist any
Indebtedness or Contingent Obligations other than Permitted Indebtedness, until
the Note and the interest thereon has been repaid in their
entirety.

     

    Section
3.5            
Affiliate
and Related Party Transactions. Any transactions,
including but not limited to loans, leases, agreements, contracts, royalty
agreements, management or compensation contracts or arrangements or other
continuing transactions between (a) the Company or any subsidiary on the
one hand, and (b) on the other hand, any officer, employee, consultant or
director of the Company, or any of its subsidiaries, or any person owning any
capital stock of the Company or any subsidiary or any member of the immediate
family of such officer, employee, consultant, director or stockholder or any
corporation or other entity controlled by such officer, employee, consultant,
director or stockholder, or a member of the immediate family of such officer,
employee, consultant, director or stockholder shall require the consent of the
Purchaser.  Purchaser acknowledges and agrees that this section shall
not apply to currently ongoing arrangements between the Company and related
parties, which have been previously disclosed to Purchaser, such as with respect
to air transportation.

     

    ARTICLE
IV

     

    Conditions

     

    Section
4.1             Conditions
Precedent to the Obligation of the Company to Sell the Notes. The
obligation hereunder of the Company to issue and sell the Notes to the
Purchasers at the Closing is subject to the satisfaction or waiver, at or before
the Closing, of each of the conditions set forth below. These conditions are for
the Company’s sole benefit and may be waived by the Company at any time in its
sole discretion.

     

    (a)           Performance by the
Purchasers. Each Purchaser shall have performed, satisfied and complied
in all respects with all covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by such Purchaser at or
prior to the Closing.

     

    (b)           Delivery of Purchase
Price. The Purchase Price for the Notes to be issued at the Closing has
been delivered to the Company.

     

    (c)           Delivery of Transaction
Documents. The Transaction Documents have been duly executed and
delivered by the Purchasers to the Company.

     

    Section
4.2             Conditions
Precedent
to the Obligation of the Purchasers to Purchase the Notes. The obligation
hereunder of each Purchaser to acquire and pay for the Notes is subject to the
satisfaction or waiver, at or before the Closing, of each of the conditions set
forth below. These conditions are for each Purchaser’s sole benefit and may be
waived by such Purchaser at any time in its sole discretion.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)           Accuracy of the
Company ’ s  Representations and warranties. Each of the
representations and warranties of the Company in this Agreement shall be true
and correct in all respects as of the date when made and as of the Closing Date,
except for representations and warranties that are expressly made as of a
particular date, which shall be true and correct in all respects as of such
date.

     

    (b)           Performance by the
Company. The Company shall have performed, satisfied and complied in all
respects with all covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior
to the Closing.

     

    (c)           Notes. The Company
shall have executed and delivered to the Purchasers the certificates (in such
denominations as such Purchaser shall request) for the Notes being acquired by
such Purchaser at the Closing (in such denominations as such Purchaser shall
request).

     

    (d)           Material Adverse
Effect. No Material Adverse Effect shall have occurred at or before the
Closing Date.

     

    ARTICLE
V

     

    Indemnification

     

    Section
5.1            
General
Indemnity. The Company agrees to indemnify and hold harmless the
Purchasers (and their respective directors, officers, managers, partners,
members, shareholders, affiliates, agents, attorneys, successors and assigns)
from and against any and all losses, liabilities, deficiencies, costs, damages
and expenses (including, without limitation, reasonable attorneys’ fees, charges
and disbursements) incurred by the Purchasers as a result of any inaccuracy in
or breach of the representations, warranties or covenants made by the Company
herein.

     

    Section
5.2             Indemnification
Procedure. Any party entitled to indemnification under this Article
V (an “ indemnified party ”) will give written notice to the
indemnifying party of any matters giving rise to a claim for
indemnification; provided that the
failure of any party entitled to indemnification hereunder to give notice as
provided herein shall not relieve the indemnifying party of its obligations
under this Article V except to the extent that the indemnifying party
is actually prejudiced by such failure to give notice. In case any action,
proceeding or claim is brought against an indemnified party in respect of which
indemnification is sought hereunder, the indemnifying party shall be entitled to
participate in and, unless in the reasonable judgment of the indemnified party a
conflict of interest between it and the indemnifying party may exist with
respect of such action, proceeding or claim, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. In the event that the
indemnifying party advises an indemnified party that it will contest such a
claim for indemnification hereunder, or fails, within thirty (30) days of
receipt of any indemnification notice to notify, in writing, such person of its
election to defend, settle or compromise, at its sole cost and expense, any
action, proceeding or claim (or discontinues its defense at any time after it
commences such defense), then the indemnified party may, at its option, defend,
settle or otherwise compromise or pay such action or claim. In any event, unless
and until the indemnifying party elects in writing to assume and does so assume
the defense of any such claim, proceeding or action, the indemnified party’s
costs and expenses arising out of the defense, settlement or compromise of any
such action, claim or proceeding shall be losses subject to indemnification
hereunder. The indemnified party shall cooperate fully with the indemnifying
party in connection with any negotiation or defense of any such action or claim
by the indemnifying party and shall furnish to the indemnifying party all
information reasonably available to the indemnified party which relates to such
action or claim. The indemnifying party shall keep the indemnified party fully
apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. If the indemnifying party elects to defend
any such action or claim, then the indemnified party shall be entitled to
participate in such defense with counsel of its choice at its sole cost and
expense. The indemnifying party shall not be liable for any settlement of any
action, claim or proceeding effected without its prior written consent.
Notwithstanding anything in this Article V to the contrary, the
indemnifying party shall not, without the indemnified party’s prior written
consent, settle or compromise any claim or consent to entry of any judgment in
respect thereof which imposes any future obligation on the indemnified party or
which does not include, as an unconditional term thereof, the giving by the
claimant or the plaintiff to the indemnified party of a release from all
liability in respect of such claim. The indemnification required by
this Article V shall be made by periodic payments of the amount
thereof during the course of investigation or defense, as and when bills are
received or expense, loss, damage or liability is incurred, so long as the
indemnified party irrevocably agrees to refund such moneys if it is ultimately
determined by a court of competent jurisdiction that such party was not entitled
to indemnification. The indemnity agreements contained herein shall be in
addition to (a) any cause of action or similar rights of the indemnified party
against the indemnifying party or others, and (b) any liabilities the
indemnifying party may be subject to pursuant to the law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VI

     

    Miscellaneous

     

    Section 6.1             Specific
Enforcement. The Company and the Purchasers acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement or the other Transaction Documents were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent or
cure breaches of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof or thereof, this being in addition to any other
remedy to which any of them may be entitled by law or equity.

     

    Section
6.2             Entire
Agreement; Amendment. This Agreement and the Transaction Documents
contains the entire understanding and agreement of the parties with respect to
the matters covered hereby and, except as specifically set forth herein or in
the Transaction Documents, neither the Company nor any of the Purchasers makes
any representations, warranty, covenant or undertaking with respect to such
matters and they supersede all prior understandings and agreements with respect
to said subject matter, all of which are merged herein. No provision of this
Agreement may be waived or amended other than by a written instrument signed by
the Company and Purchaser, and no provision hereof may be waived other than by
an a written instrument signed by the party against whom enforcement of any such
amendment or waiver is sought. No such amendment shall be effective to the
extent that it applies to less than all of the holders of the Notes then
outstanding. No consideration shall be offered or paid to any person to amend or
consent to a waiver or modification of any provision of any of the Transaction
Documents unless the same consideration is also offerer to all of the parties to
the Transaction Documents or holders of the Notes, as the case may
be.

     

    Section 6.3              Notices.
Any notice, demand, request, waiver or other communication required or permitted
to be given hereunder shall be in writing and shall be effective (a) upon hand
delivery or facsimile at the address or number designated below (if delivered on
a business day during normal business hours where such notice is to be
received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be
received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:

     

    
      	
              If to the Company:

            	
              MedPro
      Safety Products, Inc.

              817
      Winchester Road, Suite 200

              Lexington,
      Kentucky 40505

              Attention:
      Chief Executive Officer

              Tel.
      No.: 859-225-5375

              Fax
      No.: 859-225-5347

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              with
      copies to:

            	
              Frost
      Brown Todd LLC

              250
      W. Main Street, Suite 2800 |

              Lexington,
      KY 40507-1749

              Tel.
      No.: 859.244.7517

              Fax  No.  859.231.0011

              Attn:  Paul
      E. Sullivan

            
	 
      	 
      
	
              If
      to any Purchaser:

            	
              At
      the address of such Purchaser set forth above

            
	 
      	
              Attn:
      Carl Kleidman

            
	 
      	
              Cc:
      Antti Uusiheimala

            


    

     

     Any
party hereto may from time to time change its address for notices by giving at
least ten (10) days written notice of such changed address to the other parties
hereto.

     

    Section
6.4             Waivers.
No waiver by either party of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any other provisions, condition or
requirement hereof, nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such right accruing to
it thereafter.

     

    Section 6.5             Headings.
The article, section and subsection headings in this Agreement are for
convenience only and shall not constitute a part of this Agreement for any other
purpose and shall not be deemed to limit or affect any of the provisions
hereof.

     

    Section
6.6             Successors
and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and assigns.

     

    Section
6.7             Governing
Law; Consent to Jurisdiction. The parties acknowledge and agree that
any claim, controversy, dispute or action relating in any way to this agreement
or the subject matter of this agreement shall be governed solely by the laws of
the State of New York, without regard to any conflict of laws
doctrines.  The parties irrevocably consent to being served with legal
process issued from the state and federal courts located in New York and
irrevocably consent to the exclusive personal jurisdiction of the federal and
state courts situated in the State of New York.  The parties
irrevocably waive any objections to the personal jurisdiction of these
courts.  Said courts shall have sole and exclusive jurisdiction over
any and all claims, controversies, disputes and actions which in any way relate
to this agreement or the subject matter of this agreement.  The
parties also irrevocably waive any objections that these courts constitute an
oppressive, unfair, or inconvenient forum and agree not to seek to change venue
on these grounds or any other grounds. The parties hereby agree that the
prevailing party in any suit, action or proceeding arising out of or relating to
this Agreement, shall be entitled to reimbursement for reasonable legal fees
from the non-prevailing party. The parties hereby waive all rights to a trial by
jury. Nothing in this Section 7.9 shall affect or limit any right
to serve process in any other manner permitted by law.

     

    Section
6.8             Survival.
The representations and warranties of the Company and the Purchasers shall
survive the execution and delivery hereof and the Closing
hereunder.

     

    Section
6.9             Counterparts.
This Agreement may be executed in any number of counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same Agreement, and shall become effective when
counterparts have been signed by each party and delivered to the other parties
hereto, it being understood that all parties need not sign the same counterpart.
In the event that any signature is delivered by facsimile or electronic mail
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
6.10           Publicity.
The Company agrees that it will not disclose, and will not include in any public
announcement, the name of the Purchasers without the consent of the Purchasers
unless and until such disclosure is required by law or applicable regulation,
and then only to the extent of such requirement.

     

    Section
6.11           Severability.
The provisions of this Agreement and the Transaction Documents are severable
and, in the event that any court of competent jurisdiction shall determine that
any one or more of the provisions or part of the provisions contained in this
Agreement or the Transaction Documents shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision or part of a provision of
this Agreement or the Transaction Documents and such provision shall be reformed
and construed as if such invalid or illegal or unenforceable provision, or part
of such provision, had never been contained herein, so that such provisions
would be valid, legal and enforceable to the maximum extent
possible.

     

    Section
6.12           Further
Assurances. From and after the date of this Agreement, upon the request
of any Purchaser or the Company, each of the Company and the Purchasers shall
execute and deliver such instrument, documents and other writings as may be
reasonably necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement, the Notes, and any other
Transaction Documents.

     

    Section
6.13           Definitions:

     

    “Contingent
Obligation” means, as to any Person, any direct or indirect liability,
contingent or otherwise, of that Person with respect to any indebtedness, lease,
agreement or other obligation of another Person if the primary purpose or intent
of the Person incurring such liability, or the primary effect thereof, is to
provide assurance to the obligee of such liability that such liability will be
paid or discharged, or that any agreements relating thereto will be complied
with, or that the holders of such liability will be protected (in whole or in
part) against loss with respect thereto

     

    “Indebtedness” shall
mean (a) any liabilities for borrowed money or amounts owed, whether
individually or in aggregate, in excess of $100,000 (other than trade accounts
payable incurred in the ordinary course of business), and (b) all guaranties
(including but not limited to security interests), endorsements and other
Contingent Obligations (as defined below) in respect of Indebtedness of others,
whether or not the same are or should be reflected in the Company’s balance
sheet (or the notes thereto), except guaranties by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary
course of business.

     

    “Material Adverse
Effect” means any material adverse effect on the business, operations,
properties, prospects or financial condition of the Company and its
subsidiaries, taken as a whole, and/or any condition, circumstance, or situation
that would prohibit or otherwise impair the ability of the Company to perform
any of its obligations under this Agreement in any material respect; provided,  however, that any
adverse effect that that is caused primarily by conditions generally affecting
the U.S. economy shall be deemed not to be a Material Adverse
Effect.

     

    “Obligations” shall
mean all advances, liabilities and obligations for the payment of monetary
amounts owing by Company to the Purchasers arising under this Agreement or the
Transaction Documents including without limitation all fees, charges, claims,
expenses, attorneys’ fees and any other sum chargeable to the Company under this
Agreement or the Transaction Documents.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Permitted
Indebtedness” shall mean (a) the Company’s indebtedness as of the date of
this Agreement and Obligations; (b) indebtedness to trade creditors incurred in
the ordinary course of business; (c) indebtedness secured by Permitted Liens;
(d) extensions, refinancings, modifications, amendments and restatements of any
items of Permitted Indebtedness (a) through (c) above, provided that, without
the express consent of the Purchaser, the principal amount thereof is not
increased, the security interest (if applicable) is not expanded and the terms
thereof are generally not modified to materially increase the liabilities of the
Company or its Subsidiaries; and (e) any additional indebtedness with
Purchaser’s prior written approval. Notwithstanding anything above, the Company
shall have the right to replace the term loans from the Fifth Third by means of
additional debt financing.

     

    “Permitted Liens” are:
(a) liens existing on the date of this Agreement or arising under this
Agreement; (b) liens for taxes, fees, assessments or other government charges or
levies, either not delinquent or being contested in good faith and for which
Borrower maintains adequate reserves on its books; (c) purchase money liens (i)
on equipment acquired or held by the Company or its Subsidiaries incurred for
financing the acquisition of the equipment, or (ii) existing on equipment when
acquired, if the lien is confined to such equipment and the proceeds of the
equipment; (d) liens incurred in the extension, renewal or refinancing of the
indebtedness secured by liens described in (a) through (d), but any extension,
renewal or replacement lien must be limited to the property encumbered by the
existing lien and the principal amount of the indebtedness may not
increase.

     

    “Subsidiary” shall
mean any corporation or other entity of which at least a majority of the
securities or other ownership interest having ordinary voting power (absolutely
or contingently) for the election of directors or other persons performing
similar functions are at the time owned directly or indirectly by the Company
and/or any of its other Subsidiaries. All of the outstanding shares of capital
stock of each Subsidiary have been duly authorized and validly issued, and are
fully paid and nonassessable. There are no outstanding preemptive, conversion or
other rights, options, warrant or agreements granted or issued by or binding
upon any Subsidiary for the purchase or acquisition of any shares of capital
stock of any Subsidiary or any other securities convertible into, exchangeable
for or evidencing the rights to subscribe for any shares of such capital stock.
Neither the Company nor any Subsidiary is subject to any obligation (contingent
or otherwise) to repurchase or otherwise acquire or retire any shares of the
capital stock of any Subsidiary or any convertible securities, rights, warrant
or options of the type described in the preceding sentence. Neither the Company
nor any Subsidiary is party to, nor has any knowledge of, any agreement
restricting the voting or transfer of any shares of the capital stock of any
Subsidiary.

     

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    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officer as of the date first above
written.

    


    
      
        
          
            
              
                
                  	
                          MEDPRO
      SAFETY PRODUCTS, INC.

                        
	 
      	 
      
	
                          By:   

                        	
                           
      /s/ W. Craig Turner

                        
	 
      	
                          Name:  W.
      Craig Turner

                        
	 
      	
                          Title:  Chairman
      and CEO

                        
	 
      	 
      
	
                          VISION
      OPPORTUNITY MASTER FUND, LTD .

                        
	 
      	 
      
	
                          By:

                        	
                             /s/
      Adam Benowitz

                        
	 
      	
                          Name:  Adam
      Benowitz

                        
	 
      	
                          Title:    Director

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    to
the

    NOTE
PURCHASE AGREEMENT FOR

    MEDPRO
SAFETY PRODUCTS, INC.

    


    FORM OF
NOTE

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    THIS
NOTE AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ ACT ”), OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A
WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY
TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED,  OR OTHERWISE
DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE
SECURITIES LAWS.

    


    MEDPRO
SAFETY PRODUCTS, INC.

    


    6%
Promissory Note

    


    Date:
February 8, 2010

    


    $500,000.00

    


    For value
received, MEDPRO SAFETY PRODUCTS, INC.., a Nevada corporation (the “ Company ”
or the “ Maker ”),
hereby promises to pay to the order of Vision Opportunity Master Fund,
Ltd. (together with its successors, representatives, and permitted assigns,
the “ Holder ”),
in accordance with the terms hereinafter provided, the principal amount
of FIVE HUNDRED THOUSAND ($500,000.00) dollars, together with interest
thereon.  The Maker is issuing this note (the “ Note ”)
to the Holder pursuant to the Purchase Agreement (as defined in Section
1.1 hereof).

     

    All
payments under or pursuant to this Note shall be made in United States Dollars
in immediately available funds to the Holder at the address of the Holder as set
forth in the Purchase Agreement or at such other place as the Holder may
designate from time to time in writing to the Maker or by wire transfer of funds
to the Holder’s account, instructions for which are attached hereto as Exhibit
A . The
outstanding principal balance and all accrued Interest (as defined herein) of
this Note shall be due and payable on March 31, 2010 (the “ Maturity
Date ”) or at such earlier time as provided herein.

     

    ARTICLE
I

     

    Section
1.1       Purchase
Agreement .  This
Note has been executed and delivered pursuant to the Note Purchase Agreement
dated as of February 8, 2010 (the “Purchase
Agreement ”)
by and among the Maker and the Purchaser.  Capitalized terms used and
not otherwise defined herein shall have the meanings set forth for such terms in
the Purchase Agreement.

    


    Section
1.2       Interest .  Beginning
on the issuance date of this Note (the “ Issuance
Date ”),
the outstanding principal balance of this Note shall bear interest (“ Interest ”),
at a rate per annum equal to six percent (6%), so long as any principal amount
evidenced by this Note remains outstanding. Interest shall be payable in cash,
on the Maturity Date.  Interest shall be computed on the basis of a
360-day year of twelve (12) 30-day months and shall accrue commencing on the
Issuance Date.  Furthermore, upon the occurrence of an Event of
Default (as defined in Section
2.1 hereof),
then to the extent permitted by law, the Maker will pay Interest in cash to the
Holder, payable on demand, on the outstanding principal balance of this Note
from the date of the Event of Default through the date of payment at a new rate
of the lesser of twelve percent (12%) and the maximum applicable legal rate per
annum (the “ Default
Rate ”).

     

    Section
1.3       Payment on Non-Business
Days .  Whenever
any payment to be made shall be due on a Saturday, Sunday or a public holiday
under the laws of the State of New York, such payment may be due on the next
succeeding business day and such next succeeding day shall be included in the
calculation of the amount of accrued Interest payable on such date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
1.4       Transfer .  This
Note may be transferred or sold, subject to the provisions of Section
4.8 of
this Note, or pledged, hypothecated or otherwise granted as security by the
Holder.

     

    Section
1.5       Replacement .  Upon
receipt of a duly executed and notarized written statement from the Holder with
respect to the loss, theft or destruction of this Note (or any replacement
hereof) and a standard indemnity reasonably satisfactory to the Maker, or, in
the case of a mutilation of this Note, upon surrender and cancellation of such
Note, the Maker shall issue a new Note, of like tenor and amount, in lieu of
such lost, stolen, destroyed or mutilated Note. 

     

    ARTICLE
II

     

    EVENTS OF
DEFAULT;  REMEDIES

     

    Section
2.1       Events of
Default .  The
occurrence of any of the following events shall be an “ Event of
Default ”
under this Note:

     

    (a)           the
Maker shall fail to make any principal or Interest payments due under this Note
on the date such payments are due and such default is not fully cured within ten
(10) business days after the occurrence thereof; or

    


    (b)           the
suspension from listing, without subsequent listing on any one of, or the
failure of the Common Stock to be listed or quoted on at least one of the OTC
Bulletin Board, the American Stock Exchange, the NASDAQ Global Market, the
NASDAQ Capital Market or The New York Stock Exchange, Inc. for a period of ten
(10) consecutive Trading Days; or

    


    (c)           default
shall be made in the performance or observance of (i) any covenant, condition or
agreement contained in this Note and such default is not fully cured within ten
(10) business days after the Holder delivers written notice to the Maker of the
occurrence thereof or (ii) any covenant, condition or agreement contained in the
Purchase Agreement, the Other Notes, the Warrants or any other Transaction
Document which is not covered by any other provisions of this Section
2.1 and
such default is not fully cured within ten (10) business days after the Holder
delivers written notice to the Maker of the occurrence
thereof;  or

    


    (d)           any material representation or warranty
made by the Maker herein or in the Purchase Agreement, the Other Notes, the
Warrants or any other Transaction Document shall prove to have been false or
incorrect or breached in a material respect on the date as of which made and the
Holder delivers written notice to the Maker of the occurrence thereof;
or 

    


    (e)           the
occurrence of an event of default under any other Transaction
Document.

     

    Section
2.2       Remedies Upon An Event of
Default .  If
an Event of Default shall have occurred and shall be continuing, the Holder of
this Note may at any time declare the entire unpaid principal balance of this
Note, together with all Interest accrued hereon, due and payable, and thereupon,
the same shall be accelerated and so due and payable, without presentment,
demand, protest, or notice, all of which are hereby expressly unconditionally
and irrevocably waived by the Maker.  No course of delay on the part
of the Holder shall operate as a waiver thereof or otherwise prejudice the right
of the Holder.  No remedy conferred hereby shall be exclusive of any
other remedy referred to herein or now or hereafter available at law, in equity,
by statute or otherwise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
III

     

    MISCELLANEOUS

     

    Section
3.1       Notices .  Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery or facsimile at the address or number designated in the Purchase
Agreement (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business hours
where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever shall first
occur.  The Maker will give written notice to the Holder at least ten
(10) days prior to the date on which the Company takes a record (x) with respect
to any dividend or distribution upon the Common Stock, (y) with respect to any
pro rata subscription offer to holders of Common Stock or (z) for determining
rights to vote with respect to any Organic Change, dissolution, liquidation or
winding-up but in no event shall such notice be provided to the Holder prior to
such information being made known to the public.  The Maker will also
give written notice to the Holder at least ten (10) days prior to the date on
which any Organic Change, dissolution, liquidation or winding-up will take place
but in no event shall such notice be provided to the Holder prior to such
information being made known to the public. The Maker shall promptly notify the
Holder of any notices sent or received, or any actions taken with respect to the
Other Notes.

    


    Section
3.2       Governing Law; Consent to
Jurisdiction . The parties
acknowledge and agree that any claim, controversy, dispute or action relating in
any way to this agreement or the subject matter of this agreement shall be
governed solely by the laws of the State of New York, without regard to any
conflict of laws doctrines.  The parties irrevocably consent to being
served with legal process issued from the state and federal courts located in
New York and irrevocably consent to the exclusive personal jurisdiction of the
federal and state courts situated in the State of New York.  The
parties irrevocably waive any objections to the personal jurisdiction of these
courts.  Said courts shall have sole and exclusive jurisdiction over
any and all claims, controversies, disputes and actions which in any way relate
to this agreement or the subject matter of this agreement.  The
parties also irrevocably waive any objections that these courts constitute an
oppressive, unfair, or inconvenient forum and agree not to seek to change venue
on these grounds or any other grounds. Nothing in this Section
3.2 shall
affect or limit any right to serve process in any other manner permitted by
law.

     

    Section
3.3       Headings .  Article
and section headings in this Note are included herein for purposes of
convenience of reference only and shall not constitute a part of this Note for
any other purpose.

     

    Section
3.4       Remedies, Characterizations,
Other Obligations, Breaches and Injunctive Relief .  The
remedies provided in this Note shall be cumulative and in addition to all other
remedies available under this Note, at law or in equity (including, without
limitation, a decree of specific performance and/or other injunctive relief), no
remedy contained herein shall be deemed a waiver of compliance with the
provisions giving rise to such remedy and nothing herein shall limit a Holder’s
right to pursue actual damages for any failure by the Maker to comply with the
terms of this Note.  Amounts set forth or provided for herein with
respect to payments shall be the amounts to be received by the Holder hereof and
shall not, except as expressly provided herein, be subject to any other
obligation of the Maker (or the performance thereof). The Maker acknowledges
that a breach by it of its obligations hereunder will cause irreparable and
material harm to the Holder and that the remedy at law for any such breach may
be inadequate. Therefore the Maker agrees that, in the event of any such breach
or threatened breach, the Holder shall be entitled, in addition to all other
available rights and remedies, at law or in equity, to seek and obtain such
equitable relief, including but not limited to an injunction restraining any
such breach or threatened breach, without the necessity of showing economic loss
and without any bond or other security being required.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
3.5       Enforcement
Expenses .  The
Maker agree to pay all costs and expenses of the Holder incurred as a result of
enforcement of this Note, including, without limitation, reasonable attorneys’
fees and expenses.

     

    Section
3.6       Binding Effect.   The
obligations of the Maker and the Holder set forth herein shall be binding upon
the successors and assigns of each such party, whether or not such successors or
assigns are permitted by the terms hereof.

     

    Section
3.7       Amendments .  This
Note may not be modified or amended in any manner except in writing executed by
the Maker and the Holder.

     

    Section
3.8       Compliance with Securities
Laws.   The
Holder of this Note acknowledges that this Note is being acquired solely for the
Holder’s own account and not as a nominee for any other party, and for
investment, and that the Holder shall not offer, sell or otherwise dispose of
this Note.  This Note and any Note issued in substitution or
replacement therefor shall be stamped or imprinted with a legend in
substantially the following form:

     

    “THIS
NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT ”), OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A
WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY
TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED,  OR OTHERWISE
DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE
SECURITIES LAWS.”

    


    Section 3.9       Parties in
Interest.   This
Note shall be binding upon, inure to the benefit of and be enforceable by the
Maker, the Holder and their respective successors and permitted
assigns.

     

    Section
3.10     Failure or Indulgence Not
Waiver .  No
failure or delay on the part of the Holder in the exercise of any power, right
or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other right, power or privilege, nor shall
any waiver by the Holder of any such right or rights on any one occasion be
deemed a waiver of the same right or rights on any future occasion.

     

    Section
3.11     Maker’s Waivers .

     

    (a)       Except
as otherwise specifically provided herein, the Maker and all others that may
become liable for all or any part of the obligations evidenced by this Note,
hereby waive presentment, demand, notice of nonpayment, protest and all other
demands’ and notices in connection with the delivery, acceptance, performance
and enforcement of this Note, and do hereby consent to any number of renewals of
extensions of the time or payment hereof and agree that any such renewals or
extensions may be made without notice to any such persons and without affecting
their liability herein and do further consent to the release of any person
liable hereon, all without affecting the liability of the other persons, firms
or Maker liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY
JURY.

     

    (b)      THE
MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A
COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY
WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY
WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

    


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    IN WITNESS WHEREOF, the Maker has caused this Note to be duly
executed as of the Issuance Date set out above.

    


    
      
        
          	
                  MEDPRO
      SAFETY PRODUCTS, INC..

                
	 
      	 
      
	
                  By: 

                	
                      

                
	 
      	
                  Name:

                
	 
      	
                  Title: