CALL
      OPTION AGREEMENT

     

    This
      CALL
      OPTION AGREEMENT (this “Agreement”)
      is
      made as of this 24th
      day of
      October, 2006 by and among Bradley Thomas, Mark Rupp, Timothy Faust, Lee
      Melchi, and MTG, LLC in their individual capacity, jointly and severally
      (“Contributors”),
      who
      constitute the owners of 100% of the issued and outstanding member interests
      (the “Units”) of My
      Health And Safety Supply Company,
      an
      Indiana limited liability company, and MH&SC,
      Inc.,
      a
      Delaware corporation (the “Exchange
      Issuer,”
and
      Exchange Issuer and Contributors together, the “Parties”).

     

    W
      I T N E S S E T H :

     

    A.    The
      Parties have agreed to the Plan of Exchange attached hereto as Exhibit A (the
      “Plan”). 

    


    B.    As
      further inducement for Exchange Issuer to enter into and as a condition of
      the
      Closing of this Agreement and the Plan, Contributors have agreed as a condition
      to the closing of the Plan to grant to Exchange Issuer the Call Option (as
      defined below).

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual promises set forth
      in
      this Agreement;

    


    THE
      PARTIES AGREE AS FOLLOWS:

     

    1.    Call
      Option.

     

    a.    As
      a
      condition of closing of the Plan, Contributors hereby grant to Exchange Issuer
      an option (the “Call
      Option”)
      to
      require Contributors to sell to Exchange Issuer up to 1,000,000 shares of common
      capital stock of Exchange Issuer (the “Option
      Shares”)
      at a
      price per share equal to $.13 or an aggregate of $130,000, less any cash
      contributions of Exchange Issuer to LLC between the date of closing of this
      Agreement and the date of purchase under the Call Option. As a result of the
      Exchange Agreement, the LLC shall be a wholly-owned subsidiary of Exchange
      Issuer following closing of this Agreement and during the term of this
      Agreement. 

     

    b.    The
      Call
      Option may only be exercised commencing 18 months after the Closing of this
      Agreement (the “Exercise
      Period”).

     

    2.    Exercise
      of the Option.
      

     

    a.    The
      Call
      Option may be exercised by written notice given by Exchange Issuer to one or
      more of the Contributors exercising the Call Option (Contributors being required
      to retain good and valid title to the shares subject to the exercise, and to
      keep said shares are unencumbered, during the term of this Agreement up to
      the
      time of delivery of the shares under the Option or termination of this
      Agreement).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    b.    Exchange
      Issuer may exercise the Call Option on a serial basis, until such time as (i)
      the Call Option has been exercised with regard to all 1,000,000 shares of common
      capital stock of the Exchange Issuer subject to the Call Option or (ii) the
      Call
      Option has terminated pursuant to the terms of Section 2(d) below.

     

    c.    Exchange
      Issuer shall make payment for all Option Shares with regard to which the Call
      Option is exercised within ten (10) days following Contributors’ deemed receipt
      of the written notice exercising the Call Option. Payment shall be made to
      the
      Contributor owning the shares subject to the exercise in cash by wire transfer
      of immediately available funds or certified check.

     

    d.    If
      the
      Call Option is not exercised during the Exercise Period, then the Call Option
      will terminate, and be null, void and of no further effect immediately following
      the end of the Exercise Period.

     

    3.    Contributors’
      Representations and Warranties.
      Contributors hereby represent and warrant to Exchange Issuer that:

     

    a.    Contributors
      have full legal right, power and authority, without the consent of any other
      person, to execute and deliver this Agreement and to carry out the transactions
      contemplated hereby.

     

    b.    This
      Agreement has been duly executed and delivered by Contributors and is the
      lawful, valid and legally binding obligation of Contributors, enforceable in
      accordance with its terms.

     

    c.    This
      Agreement does not violate any other agreement to which Contributors are a
      party
      or any agreement or law of which Contributors are aware.

     

    4.    Notices.
      Any
      notice required or permitted by any provision of this Agreement shall be given
      in writing and shall be delivered personally or by courier, or by registered
      or
      certified mail, postage prepaid, addressed to the applicable address as set
      forth in the signature page hereto or such other address as the parties may
      designate in writing from time to time. Notices that are mailed shall be deemed
      received five (5) days after deposit in the United States mail. Notices sent
      by
      courier or overnight delivery shall be deemed received two (2) days after they
      have been so sent.

     

    5.    Further
      Instruments and Actions.
      The
      Parties agree to execute such further instruments and to take such further
      action as may reasonably be necessary to carry out the intent of this
      Agreement.

     

    6.    Entire
      Agreement.
      This
      Agreement contains the entire understanding of the parties hereto with respect
      to the subject matter hereof, supersedes all other agreements between or among
      any of the Parties with respect to the subject matter hereof.

     

    7.    Governing
      Law.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of Delaware without reference to conflicts of law
      provisions.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8.    Jurisdiction.
      Each
      Party to this Agreement hereby irrevocably agrees that any legal action or
      proceeding arising out of or relating to this Agreement or any agreements or
      transactions contemplated hereby may be brought in the courts of the State
      of
      Delaware and hereby expressly submits to the personal jurisdiction and venue
      of
      such courts for the purposes thereof and expressly waives any claim of improper
      venue and any claim that such courts are an inconvenient forum. Each Party
      hereby irrevocably consents to the service of process of any of the
      aforementioned courts in any such suit, action or proceeding by the mailing
      of
      copies thereof by registered or certified mail, postage prepaid, to the address
      specified in Section
      5,
      such
      service to become effective 10 days after such mailing.

     

    9.    Amendments
      and Waivers.
      Any
      term of this Agreement may be amended and the observance of any term of this
      Agreement may be waived (either generally or in a particular instance and either
      retroactively or prospectively), only with the written consent of all
      Parties.

     

    10.   Severability.
      In case
      any provision of the Agreement shall be invalid, illegal or unenforceable,
      the
      validity, legality and enforceability of the remaining provisions shall not
      in
      any way be affected or impaired thereby.

     

    11.   Attorney’s
      Fees.
      In the
      event that any dispute among the Parties to this Agreement should result in
      litigation, the prevailing Party in such dispute shall be entitled to recover
      from the losing Party all fees, costs and expenses of enforcing any right of
      such prevailing Party under or with respect to this Agreement, including without
      limitation, such reasonable fees and expenses of attorneys and accountants,
      which shall include, without limitation, all fees, costs and expenses of
      appeals.

     

    12.   Headings.
      The
      headings of this Agreement are inserted for convenience and identification
      only,
      and are in no way intended to describe, interpret, define or limit the scope,
      extent or intent hereof.

     

    13.    Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      Parties hereto, their successors and permitted assigns, heirs, and personal
      representatives.

     

    14.    Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

     

    
      	 	
              EXCHANGE
                ISSUER:

              MH&SC,
                Inc.

               

               

              By: /s/
                Cory
                Heitz                                         
                 

              Cory
                Heitz, Chief Executive Officer

            
	 	 
	 	
              CONTRIBUTORS:

               

              /s/
                Bradley
                Thomas                                       
                

              Bradley
                Thomas

               

              /s/
                Mark
                Rupp                                                
                

              Mark
                Rupp

               

              /s/
                Timothy
                Faust                                          
                

              Timothy Faust

               

              /s/
                Lee
                Melchi                                                
                

              Lee
                Melchi

               

              /s/
                Gary
                Nead                                                 
                

              MTG,
                LLC