Exhibit 10.7  



THIRD AMENDED AND
RESTATED 
GUARANTY OF PAYMENT AND PERFORMANCE

(the “Guaranty”)  



Dated Effective as of September 1,
2007 



	1.  	  	FOR
VALUE  RECEIVED,  and in order to induce FIFTH THIRD BANK,  a Michigan  banking
 corporation  with its          office and  principal  place of business at 250 West Main
Street,  Suite 100,  Lexington,  Kentucky  40507          (the  “Bank”),  to make the two
(2)  loans  to  MEDPRO  SAFETY  PRODUCTS,  INC.,  a  Delaware  corporation
         successor by merger to VACUMATE,  LLC, a Kentucky limited liability company (the
“Borrower”)  evidenced by          (a) that certain Third Amended and Restated  Revolving
 Promissory  Note made by Borrower  payable to Bank          dated  effective as of the
date hereof in face principal  amount of One Million Five Hundred  Thousand and
         No/100  Dollars  ($1,500,000.00)  (the  “Revolving  Note”) and (b) that certain
 Amended and Restated Term          Promissory  Note made by  Borrower  payable  to Bank
dated  effective  as of the date  hereof in  original          principal  amount of Five
Million and No/100 Dollars  ($5,000,000.00)  (the “Term Note”,  and collectively
         with the Revolving  Note,  the “Notes”),  the  undersigned,  WILLIAM CRAIG
TURNER (the  “Guarantor”)  does          hereby  personally,  unconditionally  absolutely
and irrevocably  guarantee to the holder of the Notes the          due and punctual
 payment  (whether at maturity by  acceleration  or  otherwise)  of all  installments  of
         principal  and  interest  now or in the future due under  either Note and any
other sums due to Bank under          the Loan Agreement  dated as of August 7, 2006,
 between  Borrower,  Guarantor and Bank, as amended by the          First Amendment
 thereto dated effective as of March 19, 2007, as amended by the Second Amendment
 thereto          dated  effective as of June 11, 1007 and as amended by the Third
 Amendment  thereto dated effective as of          the date  hereof  (as  amended,  the
“Loan  Agreement”),  and the other  “Loan  Documents”  under the Loan          Agreement,
 including  without  limitation  any and all  renewals,  extensions  or  refinancings
 thereof,          whether now outstanding or hereafter advanced,  and all amendments,
 restatements and replacements thereof          or any other  documents  evidencing  or
securing any  liabilities,  obligations  or  indebtedness  owed by          Borrower to
Bank,  and any and all sums due to Bank from Borrower for  reimbursement  of any advances
made          by Bank under the Loan Documents,  as and when the same shall be due and
payable  thereunder in accordance          with their  respective  terms,  and whether
 the same be declared  due by the holder of the Notes prior to          their stated
 maturity  dates by virtue of default  thereunder or under the Loan  Documents,  and the
full          and timely  performance  and observance of all  representations,
 warranties,  obligations,  covenants and          agreements  of  Borrower  contained
 in  the  Loan  Documents,   and  all  amendments,   restatements  and
         replacements  thereof  (herein  collectively  the  “Obligations”).  (All
 references  herein  to the “Loan          Documents” shall include the Loan Agreement). 






	2.  	  	The
 Guarantor  consents and agrees that the whole or any part of the  security now or
hereafter  held for          the  obligations may be exchanged,  compromised,
 surrendered or released from time to time; that the time          or place of payment of
the  Obligations  or of any  









 
	 	
	 













	  	
security
 therefor  may be  exchanged  or extended,  in          whole or in part; that Borrower
may be extended further loans and be granted indulgences  generally;  that          any
of the provisions of the Obligations,  the Loan Agreement or of any instrument  securing
or pertaining          to the security for the same,  including,  but not limited to, the
other Loan Documents may be modified or          waived  (either  expressly or through
 tacit  acquiescence);  that any party liable for the payment of the          Obligations
 may be granted  indulgences  or  released;  that neither the death,  insolvency,
 bankruptcy,          dissolution,  nor disability of the Borrower or of the Guarantor
 shall affect the  obligations  hereunder          of the Guarantor; that no claim need
be asserted against the personal representatives,  guardian,  trustee          in
 bankruptcy  or receiver of any  deceased,  incompetent,  bankrupt or insolvent  Borrower
or guarantor;          that any deposit  balance to the credit of  Borrower,  Guarantor
 or any other party liable for payment of          the  Obligations  or liable upon any
security  therefore  may be released from time to time in whole or in          part, at,
before or after the sated,  extended or accelerated  maturity date of the Obligations;
 and that          the undersigned  Guarantor shall remain bound hereunder,
 notwithstanding  any such exchange,  compromise,          surrender,  extension,
renewal, acceleration,  modification,  waiver, indulgence, release or other action,
         all of which may be affected without to or further assent or agreement by
Guarantor. 






	3.  	The
Guarantor expressly waives: 






	 	(a)  	  	Notice
of acceptance of this Guaranty; (b) Presentment and demand for          payment of the
Obligations; 





	 	(c)  	  	Protest
and notice of protest, dishonor or default to Guarantor or to          any other party
with respect to the Obligations or any security for the          Obligations; 





	 	(d)  	  	All
other notices to which Guarantor may otherwise be entitled, except          as otherwise
specifically provided in the Loan Documents with respect          to events of default; 





	 	(e)  	  	Demand
for payment under this Guaranty; (f) Notice of disposition of          any security for
the Obligations; 





	 	(g)  	  	All
rights of indemnity, exoneration, reimbursement, contribution          and/or subrogation
of Guarantor against Borrower; and 





	 	(h)  	  	All
suretyship and guarantor defenses generally. 






	4.  	This
is a guaranty  of  payment  as to  monetary  obligations  and not of  collection.  The
 liability  of          Guarantor  under this Guaranty shall be direct and immediate and
not  conditional  or contingent  upon the          pursuit of any remedies  against
 Borrower or any other guarantor or other person nor against the security          or
liens  available  to holder  for the  payment of the  Obligations.  The  Guarantor
 waives any claim to          marshaling  of assets and waives any right to require  that
an action be brought  against  Borrower or any          other person prior to action
 against the  Guarantor  hereunder and waive any right to require that resort          be
had to any security  for the  Obligations  against the  Guarantor  hereunder.  If the
 Obligations  are          partially  paid  through the  election of the holder  thereof
to pursue any of the  remedies  mentioned in          this  literary  paragraph or if the
 Obligations  are otherwise  partially  paid,  Guarantor  shall remain
         personally  liable  for the  entire  unpaid  principal  balance  of,  and all
 accrued  interest  on,  the          Obligations. 










 
	 	
	 












	5.  	  	The
Obligations shall constitute the primary independent and continuing  obligation of the
Guarantor,  who          shall be liable for  payment of the debt  evidenced  by the
 Obligations,  notwithstanding  the partial or          total  invalidity of the
Obligations  and/or the Loan Documents  and/or any or all of the security for the
         Obligations.  The liability of the Guarantor  hereunder and in connection  with
herewith  shall not in any          way be  diminished,  released,  voided or adversely
 affected as a result of Bank not  requiring  the Loan          Documents  to be executed
or properly  perfected  and filed or as a result of any other defect in the lien
         or security  interest of Bank on any or all of the  collateral  for the
 Obligations,  even if through the          fault or negligence of Bank.  Guarantor
 acknowledges  that Bank may perfects its security interest and/or          lien on some,
 but not all, of the  collateral  described in the Loan Documents and may or may not, at
its          sole option, require the Loan Documents to be executed and delivered. 






	6.  	  	The
 obligations of the Guarantor under this Guaranty shall not be subject to any
 counterclaim,  set off,          deduction  or  defense  based  upon  any  claim
 Guarantor  may have  against  Borrower  or Bank,  and the          obligations  of
Guarantor  under this Guaranty  shall remain in full force and effect,  without regard
to,          and shall not be  released,  discharged  or in any way  modified  or
 affected  by,  any  circumstance  or          condition  (whether or not  Guarantor
 shall have any  knowledge or notice  thereof),  including,  but not          limited
 to,  any  bankruptcy,  insolvency,  reorganization,   arrangement,   readjustment,
  composition,          liquidation or similar  proceeding  with respect to Borrower or
its  properties or its  creditors,  or any          action taken by any trustee or
receiver or by any court in any such proceeding. 






	7.  	  	In
the event of any default by Borrower under the Obligations and/or          the Loan
Documents, Guarantor will pay, to the extent allowable by law          to Bank such
further amount as shall be sufficient to reimburse fully          Bank for all of its
costs and expenses of enforcing its rights and          remedies under the Obligations,
this Guaranty, the Loan Agreement and          the other Loan Documents, including,
without limitation, Bank’s          reasonable attorney fees and court costs, and all of
same shall be          evidenced by the Obligations and this Guaranty. 






	8.  	  	This
Guaranty shall be construed in accordance with and governed by the          laws of the
Commonwealth of Kentucky without reference to its          principles of conflicts of
laws. 






	9.  	  	GUARANTOR
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY          RIGHTS HE MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION          BASED HEREON OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS          GUARANTY OR ANY OTHER DOCUMENT, OR ANY COURSE
OF CONDUCT, COURSE OF          DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS
OF BANK,          BORROWER OR GUARANTOR. GUARANTOR ACKNOWLEDGES AND AGREES THAT HE HAS
         RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT
         THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK. 








 
	 	
	 












	10.  	  	The
 Guarantor  agrees that the sole proper venue for the  determination  of any  litigation
 commenced by          either  Guarantor or Bank on any basis shall be in a court of
competent  jurisdiction  which is located in          Fayette  County,  Kentucky,  and
the  parties  hereby  expressly  declare  that any other  venue  shall be
         improper and  Guarantor  expressly  waives any right to a  determination  of any
such  litigation  against          Guarantor  by a court in any other  venue.  Guarantor
 further  agrees  that  service  of  process  by any          judicial  officer or by
 registered or certified  U.S. mail shall  establish  personal  jurisdiction  over
         Guarantor,  and Guarantor  waives any rights under the laws of any state to
object to jurisdiction  within          the  Commonwealth  of Kentucky.  The aforesaid
 means of obtaining  personal  jurisdiction  and perfecting          service of process
 are not  intended to be  exclusive,  but are  cumulative  and in addition to all other
         means of obtaining  personal  jurisdiction and perfecting  service of process
now or hereafter provided by          the laws of the  Commonwealth  of  Kentucky  or by
any other  state in an action  brought  by Bank in such          state.  Provided,
 however,  nothing  herein  shall in any way be deemed to limit the  ability  of Bank to
         serve any  writs,  process  or  summons  in any other  manner  permitted  by
 applicable  law or to obtain          jurisdiction  over  Guarantor  in such  other
 jurisdictions  and in such  manner as may be  permitted  by          applicable law. 






	11.  	  	The
Guarantor does hereby agree and acknowledge that the maximum          liability of the
Guarantor for sums due under the Obligations shall be          Six Million Five Hundred
Thousand and No/100 Dollars ($6,500,000.00),          plus interest accruing on said
amounts, plus fees, charges and costs of          collecting the Obligations (including
reasonable attorneys fees). 






	12.  	  	This
Guaranty shall terminate on August 1, 2012. Provided, however, the          Guarantor
acknowledges and agrees that such termination shall not          affect his liability
with respect to: (a) obligations created or          incurred prior to such date (which
specifically includes the          Obligations), or (b) extensions or renewals of,
interest accruing on,          or fees, costs or expenses incurred with respect to such
obligations          (which specifically includes the Obligations), on or after such date. 






	13.  	  	If
any payment made on the Obligations shall be required to be repaid          or refunded
by Bank as a result of any bankruptcy or insolvency of          Borrower or of Guarantor
or by virtue of any claim of preference,          invalidity, unenforceability or right
of rescission, Guarantor hereby          acknowledges and agrees that Guarantor shall
remain liable for the          amount of such payment refunded, to the extent provided
herein, as if          such payment had never been made by Borrower or by Guarantor to
Bank. 






	14.  	  	This
Guaranty shall remain fully enforceable irrespective of any claim,          defense or
counterclaim which Borrower may or could assert as to the          Obligations,
including, but not limited, failure of consideration,          breach of warranty,
payment, statute of frauds, statute of limitations,          fraud, bankruptcy, and
usury, all of which Guarantor hereby waives          along with any standing by Guarantor
to assert any said claim, defense          or counterclaim. 






	15.  	  	The
Guarantor has, to his satisfaction,  independently  investigated:  (a) Borrower’s credit
history;  (b)          Borrower’s  payment history with Bank; (c) Borrower’s  past,
 current and  












 
	 	
	 


















	  	
projected
 financial  condition;          and (d) the  sufficiency of any collateral  supporting
 Borrower’s  obligations  under the Obligations and          the  Loan  Documents.
 Guarantor  represents  and  warrants  that  he has  relied  exclusively  on his own
         independent  investigation  of Borrower and the collateral for his decision to
guarantee the  Obligations.          The Guarantor  agrees that he has sufficient
 knowledge of Borrower and the collateral to make an informed          decision about
this Guaranty,  and that Bank has no duty or obligation to disclose any  information in
its          possession or control about Borrower and the collateral to Guarantor. 






	16.  	In
the event that any one or more of the provisions contained herein          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
hereof and this Guaranty shall be          construed as if such invalid, illegal or
unenforceable provision had          never been contained herein. 






	17.  	The
provisions of this Guaranty shall be binding upon the Guarantor and          his heirs,
successors, legal representatives and assigns and shall          inure to the benefit of
the holder of the Obligations, and its          successors, endorsees and assigns. 





[Signature Page
Follows]  







 
	 	
	 












        IN
WITNESS WHEREOF, the Guarantor has executed this Guaranty to be effective as of the date
and year first above written. 



	 	/s/ William Craig Turner
      

    
	 	WILLIAM CRAIG TURNER



                                                                



	STATE OF	KY       
	COUNTY OF	Fayette



        The
foregoing instrument was acknowledged before me this 19 day of September, 2007, by
William Craig Turner, as Guarantor. 



	 	
      /s/ [Signature Illegible]  

      

	 	NOTARY PUBLIC
                                                              

      My commission expires:
 3/31/08
	 	 
	 	[SEAL]