Exhibit
10.19

    


    THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES 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 WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE HEREOF MAY BE SOLD, TRANSFERRED,  OR OTHERWISE DISPOSED OF,
UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE
SECURITIES LAWS.

    


    WARRANT
TO PURCHASE

    


    SHARES OF
COMMON STOCK

    


    OF

    


    MEDPRO
SAFETY PRODUCTS, INC.

    


    Expires
February 26, 2015

    


    
      
        	
                No.:
      W-2010-1

              	
                Number
      of Shares: 212,500

              
	
                Date
      of Issuance: February 26, 2010

              	 
      


      

    

    


    FOR VALUE
RECEIVED, the undersigned, MEDPRO SAFETY PRODUCTS, INC., a Nevada corporation
(together with its successors and assigns, the “ Issuer ”),
hereby certifies that Vision Opportunity Master Fund, Ltd. or its
registered assigns is entitled to subscribe for and purchase, during the Term
(as hereinafter defined), up to TWO HUNDRED AND TWELVE THOUSAND FIVE HUNDRED
(212,500) shares (subject to adjustment as hereinafter provided) of the duly
authorized, validly issued, fully paid and non-assessable Common Stock of the
Issuer, at an exercise price per share equal to the Warrant Price then in
effect, subject, however, to the provisions and upon the terms and conditions
hereinafter set forth.  Capitalized terms used in this Warrant and not
otherwise defined herein shall have the respective meanings specified
in Section
8 hereof.

    


    1.           Term .  The
term of this Warrant shall commence on February 26, 2010 and shall expire at
6:00 p.m., Eastern Time, on February 26, 2015 (such period being the
“ Term ”).

    


    2.           Method of
Exercise; Payment; Issuance of New Warrant; Transfer and
Exchange.

    


    (a)         Time of
Exercise.  The purchase rights represented by this Warrant may
be exercised in whole or in part during the Term.

     

    (b)
        Method of
Exercise.  The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder's election (i) by certified or official bank
check or by wire transfer to an account designated by the Issuer, (ii) by
“cashless exercise” in accordance with the provisions of subsection
(c) of
this Section
2 ,
or (iii) by a combination of the foregoing methods of payment selected by the
Holder of this Warrant.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    (c)       
   Cashless
Exercise.  Notwithstanding any provisions herein to the
contrary and commencing twelve (12) months following the Original Issue Date, if
the Per Share Market Value of one share of Common Stock is greater than the
Warrant Price, the Holder may exercise this Warrant by a cashless exercise and
shall receive the number of shares of Common Stock equal to an amount (as
determined below) by surrender of this Warrant at the principal office of the
Issuer together with the properly endorsed Notice of Exercise in which event the
Issuer shall issue to the Holder a number of shares of Common Stock computed
using the following formula:

    


    
      
        
          	 
      	
                  X =
      Y - (A)(Y)

                
	 
      	
                                  
       B

                
	 
      	 
      
	
                  Where

                	
                  X
      =

                	
                  the
      number of shares of Common Stock to be issued to the
    Holder.

                
	 
      	 
      	 
      
	 
      	
                  Y
      =

                	
                  the
      number of shares of Common Stock purchasable upon exercise of all of the
      Warrant or, if only a portion of the Warrant is being exercised, the
      portion of the Warrant being exercised.

                
	 
      	 
      	 
      
	 
      	
                  A
      =

                	
                  the
      Warrant Price.

                
	 
      	 
      	 
      
	 
      	
                  B
      =

                	
                  the
      Per Share Market Value of one share of Common
  Stock.

                


        

      

    

    


    (d)           Issuance of Stock
Certificates.  In the event of any exercise of this Warrant in
accordance with and subject to the terms and conditions hereof, certificates for
the shares of Warrant Stock so purchased shall be dated the date of such
exercise and delivered to the Holder hereof within a reasonable time, not
exceeding three (3) Trading Days after such exercise (the “ Delivery
Date ”)
or, at the request of the Holder (provided that a registration statement under
the Securities Act providing for the resale of the Warrant Stock is then in
effect), issued and delivered to the Depository Trust Company (“ DTC ”)
account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
System (“ DWAC ”)
within a reasonable time, not exceeding three (3) Trading Days after such
exercise, and the Holder hereof shall be deemed for all purposes to be the
holder of the shares of Warrant Stock so purchased as of the date of such
exercise.  Notwithstanding the foregoing to the contrary, the Issuer
or its transfer agent shall only be obligated to issue and deliver the shares to
the DTC on a holder’s behalf via DWAC if the Issuer and its transfer agent are
participating in DTC through the DWAC system.  The Holder shall
deliver this original Warrant, or an indemnification undertaking with respect to
such Warrant in the case of its loss, theft or destruction, at such time that
this Warrant is fully exercised.  With respect to partial exercises of
this Warrant, the Issuer shall keep written records for the Holder of the number
of shares of Warrant Stock exercised as of each date of
exercise. 

    


    (e)           Compensation for Buy-In on
Failure to Timely Deliver Certificates Upon Exercise.  In
addition to any other rights available to the Holder, if the Issuer fails to
cause its transfer agent to transmit to the Holder a certificate or certificates
representing the Warrant Stock pursuant to an exercise on or before the Delivery
Date, and if after such date the Holder is required by its broker to purchase
(in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Stock which the Holder
anticipated receiving upon such exercise (a “ Buy-In ”),
then the Issuer shall (1) pay in cash to the Holder the amount by which (x) the
Holder’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (A) the number of shares of Warrant Stock that the Issuer was
required to deliver to the Holder in connection with the exercise at
issue times (B) the price at which
the sell order giving rise to such purchase obligation was executed, and (2) at
the option of the Holder, either reinstate the portion of the Warrant and
equivalent number of shares of Warrant Stock for which such exercise was not
honored or deliver to the Holder the number of shares of Common Stock that would
have been issued had the Issuer timely complied with its exercise and delivery
obligations hereunder.  For example, if the Holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
an attempted exercise of the Warrant for shares of Common Stock with an
aggregate sale price giving rise to such purchase obligation of $10,000, under
clause (1) of the immediately preceding sentence the Issuer shall be required to
pay the Holder $1,000. The Holder shall provide the Issuer written notice
indicating the amounts payable to the Holder in respect of the Buy-In, together
with applicable confirmations and other evidence reasonably requested by the
Issuer.  Nothing herein shall limit a Holder’s right to pursue any
other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Issuer’s failure to timely deliver certificates representing
shares of Common Stock upon exercise of this Warrant as required pursuant to the
terms hereof.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    (f)            Transferability/Exchangeability
of Warrant.  Subject to Section
2(h) hereof,
this Warrant may be transferred by a Holder, in whole or in part, without the
consent of the Issuer.  If transferred pursuant to this paragraph,
this Warrant may be transferred on the books of the Issuer by the Holder hereof
in person or by duly authorized attorney, upon surrender of this Warrant at the
principal office of the Issuer, properly endorsed (by the Holder executing an
assignment in the form attached hereto) and upon payment of any necessary
transfer tax or other governmental charge imposed upon such
transfer.  This Warrant is exchangeable at the principal office of the
Issuer for Warrants to purchase the same aggregate number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of Warrant Stock as the Holder hereof shall designate at the time of such
exchange.  All Warrants issued on transfers or exchanges shall be
dated the Original Issue Date and shall be identical with this Warrant except as
to the number of shares of Warrant Stock issuable pursuant thereto.

    


    (g)           Continuing Rights of
Holder.  The Issuer will, at the time of or at any time after
each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge in writing the extent, if any, of its continuing obligation to
afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this
Warrant; provided that if any such Holder
shall fail to make, or the Issuer shall fail to honor, any such request, the
failure shall not affect the continuing obligation of the Issuer to afford such
rights to such Holder.

     

    (h)           Compliance with Securities
Laws.

    


    (i)           The
Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and
the shares of Warrant Stock to be issued upon exercise hereof are 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 will not offer, sell or otherwise
dispose of this Warrant or any shares of Warrant Stock to be issued upon
exercise hereof except pursuant to an effective registration statement, or an
exemption from registration, under the Securities Act and any applicable state
securities laws.

    


    (ii)          Except
as provided in paragraph (iii) below, this Warrant and all certificates
representing shares of Warrant Stock issued upon exercise hereof shall be
stamped or imprinted with a legend in substantially the following
form:

    


    THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES 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 WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE HEREOF MAY BE SOLD, TRANSFERRED,  OR OTHERWISE DISPOSED OF,
UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE
SECURITIES LAWS. 



    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (iii)         The
Issuer agrees to reissue this Warrant or certificates representing any of the
Warrant Stock, without the legend set forth above if at such time, prior to
making any transfer of any such securities, the Holder shall give written notice
to the Issuer describing the manner and terms of such transfer.  Such
proposed transfer will not be effected until: (a) either (i) the Issuer has
received an opinion of counsel reasonably satisfactory to the Issuer, to the
effect that the registration of such securities under the Securities Act is not
required in connection with such proposed transfer, (ii) a registration
statement under the Securities Act covering such proposed disposition has been
filed by the Issuer with the Securities and Exchange Commission and has become
effective under the Securities Act, (iii) the Issuer has received other evidence
reasonably satisfactory to the Issuer that such registration and qualification
under the Securities Act and state securities laws are not required, or (iv) the
Holder provides the Issuer with reasonable assurances that such security can be
sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the
Issuer has received an opinion of counsel reasonably satisfactory to the Issuer,
to the effect that registration or qualification under the securities or “blue
sky” laws of any state is not required in connection with such proposed
disposition, or (ii) compliance with applicable state securities or “blue sky”
laws has been effected or a valid exemption exists with respect
thereto.  The Issuer will respond to any such notice from a holder
within three (3) Trading Days.  In the case of any proposed transfer
under this Section
2(h), the Issuer will pay the expenses of and use reasonable efforts to
comply with any such applicable state securities or “blue sky” laws, but shall
in no event be required, (x) to qualify to do business in any state where it is
not then qualified, or (y) to take any action that would subject it to tax or to
the general service of process in any state where it is not then subject. The
restrictions on transfer contained in this Section
2(h) shall
be in addition to, and not by way of limitation of, any other restrictions on
transfer contained in any other section of this Warrant.  Whenever a
certificate representing the Warrant Stock is required to be issued to a the
Holder without a legend, at the request of the Holder, in lieu of delivering
physical certificates representing the Warrant Stock, the Issuer shall cause its
transfer agent to electronically transmit the Warrant Stock to the Holder by
crediting the account of the Holder's Prime Broker with DTC through its DWAC
system (to the extent not inconsistent with any provisions of this Warrant or
the Purchase Agreement).

    


    (i)           Accredited Investor
Status.  In no event may the Holder exercise this Warrant in
whole or in part unless the Holder is an “accredited investor” as defined in
Regulation D under the Securities Act.

    


    3.           
Stock
Fully Paid; Reservation and Listing of Shares; Covenants.

    


    (a)           Stock Fully
Paid.  The Issuer represents, warrants, covenants and agrees
that all shares of Warrant Stock which may be issued upon the exercise of this
Warrant or otherwise hereunder will, when issued in accordance with the terms of
this Warrant, be duly authorized, validly issued, fully paid and non-assessable
and free from all taxes, liens and charges.  The Issuer further
covenants and agrees that during the period within which this Warrant may be
exercised, the Issuer will at all times have authorized and reserved for the
purpose of the issuance upon exercise of this Warrant a number of authorized but
unissued shares of Common Stock equal to at least one hundred twenty percent
(120%) of the number of shares of Common Stock issuable upon exercise of this
Warrant without regard to any limitations on exercise.

    


    (b)           Reservation.  If
any shares of Common Stock required to be reserved for issuance upon exercise of
this Warrant or as otherwise provided hereunder require registration or
qualification with any Governmental Authority under any federal or state law
before such shares may be so issued, the Issuer will in good faith use its best
efforts as expeditiously as possible at its expense to cause such shares to be
duly registered or qualified.  If the Issuer shall list any shares of
Common Stock on any securities exchange or market it will, at its expense, list
thereon, and maintain and increase when necessary such listing of, all shares of
Warrant Stock from time to time issued upon exercise of this Warrant or as
otherwise provided hereunder ( provided that such Warrant Stock
has been registered pursuant to a registration statement under the Securities
Act then in effect), and, to the extent permissible under the applicable
securities exchange rules, all unissued shares of Warrant Stock which are at any
time issuable hereunder, so long as any shares of Common Stock shall be so
listed.  The Issuer will also so list on each securities exchange or
market, and will maintain such listing of, any other securities which the Holder
of this Warrant shall be entitled to receive upon the exercise of this Warrant
if at the time any securities of the same class shall be listed on such
securities exchange or market by the Issuer.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    (c)          Covenants.  The
Issuer shall not by any action including, without limitation, amending the
Certificate of Incorporation or the by-laws of the Issuer, or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of the Holder
hereof against dilution (to the extent specifically provided herein) or
impairment.  Without limiting the generality of the foregoing, the
Issuer will (i) not permit the par value, if any, of its Common Stock to exceed
the then effective Warrant Price, (ii) not amend or modify any provision of the
Certificate of Incorporation or by-laws of the Issuer in any manner that would
materially and adversely affect the rights of the Holders of the Warrants, (iii)
take all such action as may be reasonably necessary in order that the Issuer may
validly and legally issue fully paid and nonassessable shares of Common Stock,
free and clear of any liens, claims, encumbrances and restrictions (other than
as provided herein) upon the exercise of this Warrant, and (iv) use its best
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be reasonably
necessary to enable the Issuer to perform its obligations under this
Warrant.

    


    (d)          Loss, Theft, Destruction,
Mutilation of Warrants.  Upon receipt of evidence satisfactory
to the Issuer of the ownership of and the loss, theft, destruction or mutilation
of any Warrant and, in the case of any such loss, theft or destruction, upon
receipt of indemnity or security satisfactory to the Issuer or, in the case of
any such mutilation, upon surrender and cancellation of such Warrant, the Issuer
will make and deliver, in lieu of such lost, stolen, destroyed or mutilated
Warrant, a new Warrant of like tenor and representing the right to purchase the
same number of shares of Common Stock.

    


    (e)          Payment of
Taxes.  The Issuer will pay any documentary stamp taxes
attributable to the initial issuance of the Warrant Stock issuable upon exercise
of this Warrant; provided, however , that the Issuer shall
not be required to pay any tax or taxes which may be payable in respect of any
transfer involved in the issuance or delivery of any certificates representing
Warrant Stock in a name other than that of the Holder in respect to which such
shares are issued.

    


    4.           Adjustment
of Warrant Price and Number of Shares Issuable Upon
Exercise.  The Warrant Price and the number of shares of
Warrant Stock that may be purchased upon exercise of this Warrant shall be
subject to adjustment from time to time as set forth in this Section
4. The Issuer shall give the Holder notice of any event described below
which requires an adjustment pursuant to this Section
4 in
accordance with the notice provisions set forth in Section
5.

     

    (a)          Recapitalization,
Reorganization, Reclassification, Consolidation, Merger or
Sale.

    


    (i)           In
case the Issuer after the Original Issue Date shall do any of the following
(each, a “ Triggering
Event ”):
(a) consolidate or merge with or into any other Person and the Issuer shall not
be the continuing or surviving Person of such consolidation or merger, or (b)
permit any other Person to consolidate with or merge into the Issuer and the
Issuer shall be the continuing or surviving Person but, in connection with such
consolidation or merger, any Capital Stock of the Issuer shall be changed into
or exchanged for Securities of any other Person or cash or any other property,
or (c) transfer all or substantially all of its properties or assets to any
other Person, or (d) effect a capital reorganization or reclassification of its
Capital Stock, then, and in the case of each such Triggering Event, proper
provision shall be made to the Warrant Price and the number of shares of Warrant
Stock that may be purchased upon exercise of this Warrant so that, upon the
basis and the terms and in the manner provided in this Warrant, the Holder of
this Warrant shall be entitled upon the exercise hereof at any time after the
consummation of such Triggering Event, to the extent this Warrant is not
exercised prior to such Triggering Event, to receive at the Warrant Price as
adjusted to take into account the consummation of such Triggering Event, in lieu
of the Common Stock issuable upon such exercise of this Warrant prior to such
Triggering Event, the Securities, cash and property to which such Holder would
have been entitled upon the consummation of such Triggering Event if such Holder
had exercised the rights represented by this Warrant immediately prior thereto
(including the right of a shareholder to elect the type of consideration it will
receive upon a Triggering Event), subject to adjustments (subsequent to such
corporate action) as nearly equivalent as possible to the adjustments provided
for elsewhere in this Section
4 , provided, however , the Holder at its
option may elect to receive an amount in cash equal to the value of this Warrant
calculated in accordance with the Black-Scholes formula.  Immediately
upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in
writing of such Triggering Event and provide the calculations in determining the
number of shares of Warrant Stock issuable upon exercise of the new warrant and
the adjusted Warrant Price.  Upon the Holder’s request, the continuing
or surviving Person as a result of such Triggering Event shall issue to the
Holder a new warrant of like tenor evidencing the right to purchase the adjusted
number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the
terms and provisions of this Section
4(a)(i) .  Notwithstanding
the foregoing to the contrary, this Section
4(a)(i) shall
only apply if the surviving entity pursuant to any such Triggering Event has a
class of equity securities registered pursuant to the Exchange Act, and its
common stock is listed or quoted on a national securities exchange, national
automated quotation system or the OTC Bulletin Board.  In the event
that the surviving entity pursuant to any such Triggering Event is not a public
company that is registered pursuant to the Exchange Act, or its common stock is
not listed or quoted on a national securities exchange, national automated
quotation system or the OTC Bulletin Board, then the Holder shall have the right
to demand that the Issuer pay to the Holder an amount in cash equal to the value
of this Warrant calculated in accordance with the Black-Scholes
formula.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    (ii)          In
the event that the Holder has elected not to exercise this Warrant prior to the
consummation of a Triggering Event and has also elected not to receive an amount
in cash equal to the value of this Warrant calculated in accordance with the
Black-Scholes formula pursuant to the provisions of Section
4(a)(i) above,
so long as the surviving entity pursuant to any Triggering Event is a company
that has a class of equity securities registered pursuant to the Exchange Act,
and its common stock is listed or quoted on a national securities exchange,
national automated quotation system or the OTC Bulletin Board, the surviving
entity and/or each Person (other than the Issuer) which may be required to
deliver any shares of Warrant Stock (including all Securities, cash or property)
upon the exercise of this Warrant as provided herein shall assume, by written
instrument delivered to, and reasonably satisfactory to, the Holder of this
Warrant, (A) the obligations of the Issuer under this Warrant (and if the Issuer
shall survive the consummation of such Triggering Event, such assumption shall
be in addition to, and shall not release the Issuer from, any continuing
obligations of the Issuer under this Warrant) and (B) the obligation to deliver
to such Holder such Securities, cash or property as, in accordance with the
foregoing provisions of this subsection
(a) ,
such Holder shall be entitled to receive, and the surviving entity and/or each
such Person shall have similarly delivered to such Holder an opinion of counsel
for the surviving entity and/or each such Person, which counsel shall be
reasonably satisfactory to such Holder, or in the alternative, a written
acknowledgement executed by the President or Chief Financial Officer of the
Issuer, stating that this Warrant shall thereafter continue in full force and
effect and the terms hereof (including, without limitation, all of the
provisions of this subsection
(a) )
shall be applicable to the shares Warrant Stock (including all Securities, cash
or property) which the surviving entity and/or each such Person may be required
to deliver upon any exercise of this Warrant or the exercise of any rights
pursuant hereto.

    


    (b)          Stock Dividends,
Subdivisions and Combinations.  If at any time the Issuer
shall:

    


    (i)           make
or issue or set a record date for the holders of the Common Stock for the
purpose of entitling them to receive a dividend payable in, or other
distribution of, shares of Common Stock,

    


    (ii)         subdivide
its outstanding shares of Common Stock into a larger number of shares of Common
Stock, or

    


    (iii)        combine
its outstanding shares of Common Stock into a smaller number of shares of Common
Stock,


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    then (1)
the number of shares of Common Stock for which this Warrant is exercisable
immediately after the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock which a record holder of the same number of
shares of Common Stock for which this Warrant is exercisable immediately prior
to the occurrence of such event would own or be entitled to receive after the
happening of such event, and (2) the Warrant Price then in effect shall be
adjusted to equal (A) the Warrant Price then in effect multiplied by the number
of shares of Common Stock for which this Warrant is exercisable immediately
prior to the adjustment divided by (B) the number of shares of Common Stock for
which this Warrant is exercisable immediately after such
adjustment.

    


    (c)          Certain Other
Distributions.  If at any time the Issuer shall make or issue
or set a record date for the holders of the Common Stock for the purpose of
entitling them to receive any dividend or other distribution of:

    


    (i)          cash,

    


    (ii)         any
evidences of its indebtedness, any shares of stock of any class or any other
Securities or property of any nature whatsoever (other than cash, Common Stock
Equivalents or Additional Shares of Common Stock), or

     

    (iii)         any
warrants or other rights to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property of any nature whatsoever (other than cash, Common Stock Equivalents or
Additional Shares of Common Stock), then (1) the number of shares of Common
Stock for which this Warrant is exercisable shall be adjusted to equal the
product of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such adjustment multiplied by a fraction (A)
the numerator of which shall be the Per Share Market Value of Common Stock at
the date of taking such record and (B) the denominator of which shall be such
Per Share Market Value minus the amount allocable to one share of Common Stock
of any such cash so distributable and of the fair value (as determined in good
faith by the Board of Directors of the Issuer and supported by an opinion from
an investment banking firm mutually agreed upon by the Issuer and the Holder) of
any and all such evidences of indebtedness, shares of stock, other securities or
property or warrants or other subscription or purchase rights so distributable,
and (2) the Warrant Price then in effect shall be adjusted to equal (A) the
Warrant Price then in effect multiplied by the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to the adjustment
divided by (B) the number of shares of Common Stock for which this Warrant is
exercisable immediately after such adjustment.  A reclassification of
the Common Stock (other than a change in par value, or from par value to no par
value or from no par value to par value) into shares of Common Stock and shares
of any other class of stock shall be deemed a distribution by the Issuer to the
holders of its Common Stock of such shares of such other class of stock within
the meaning of this Section
4(c) and,
if the outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such reclassification,
such change shall be deemed a subdivision or combination, as the case may be, of
the outstanding shares of Common Stock within the meaning of Section
4(b) .

    


    (d)          Issuance of Additional
Shares of Common Stock.  In the
event the Issuer shall at any time following the Original Issuance Date (the
“ Full
Ratchet Period ”)
issue any Additional Shares of Common Stock (otherwise than as provided in the
foregoing subsections
(b) through (c) of
this Section
4 ),
at a price per share less than the Warrant Price then in effect or without
consideration, then the Warrant Price upon each such issuance shall be adjusted
to the price equal to the consideration per share paid for such Additional
Shares of Common Stock.



    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (e)          Issuance of Common Stock
Equivalents.  In the event the Issuer shall at any time within
the Full Ratchet Period take a record of the holders of its Common Stock for the
purpose of entitling them to receive a distribution of, or shall in any manner
(whether directly or by assumption in a merger in which the Issuer is the
surviving Person) issue or sell, any Common Stock Equivalents, whether or not
the rights to exchange or convert thereunder are immediately exercisable, and
the price per share for which Common Stock is issuable upon such conversion or
exchange shall be less than the Warrant Price in effect immediately prior to the
time of such issue or sale, or if, after any such issuance of Common Stock
Equivalents, the price per share for which Additional Shares of Common Stock may
be issuable thereafter is amended or adjusted, and such price as so amended
shall be less than the Warrant Price in effect at the time of such amendment or
adjustment, then the Warrant Price then in effect shall be adjusted as provided
in Section
4(d) .  No
further adjustments of the number of shares of Common Stock for which this
Warrant is exercisable and the Warrant Price then in effect shall be made upon
the actual issue of such Common Stock upon conversion or exchange of such Common
Stock Equivalents.

     

    (g)          Other Provisions applicable
to Adjustments under this Section.  The following provisions
shall be applicable to the making of adjustments of the number of shares of
Common Stock for which this Warrant is exercisable and the Warrant Price then in
effect provided for in this Section
4:

    


    (i)           Computation of
Consideration.  To the extent that any Additional Shares of
Common Stock or any Common Stock Equivalents (or any warrants or other rights
therefor) shall be issued for cash consideration, the consideration received by
the Issuer therefor shall be the amount of the cash received by the Issuer
therefor, or, if such Additional Shares of Common Stock or Common Stock
Equivalents are offered by the Issuer for subscription, the subscription price,
or, if such Additional Shares of Common Stock or Common Stock Equivalents are
sold to underwriters or dealers for public offering without a subscription
offering, the initial public offering price (in any such case subtracting any
amounts paid or receivable for accrued interest or accrued dividends and without
taking into account any compensation, discounts or expenses paid or incurred by
the Issuer for and in the underwriting of, or otherwise in connection with, the
issuance thereof).  In connection with any merger or consolidation in
which the Issuer is the surviving Person (other than any consolidation or merger
in which the previously outstanding shares of Common Stock of the Issuer shall
be changed to or exchanged for the stock or other securities of another Person),
the amount of consideration therefore shall be, deemed to be the fair value, as
determined reasonably and in good faith by the Board, of such portion of the
assets and business of the nonsurviving Person as the Board may determine to be
attributable to such shares of Common Stock or Common Stock Equivalents, as the
case may be.  The consideration for any Additional Shares of Common
Stock issuable pursuant to any warrants or other rights to subscribe for or
purchase the same shall be the consideration received by the Issuer for issuing
such warrants or other rights plus the additional consideration payable to the
Issuer upon exercise of such warrants or other rights.  The
consideration for any Additional Shares of Common Stock issuable pursuant to the
terms of any Common Stock Equivalents shall be the consideration received by the
Issuer for issuing warrants or other rights to subscribe for or purchase such
Common Stock Equivalents, plus the consideration paid or payable to the Issuer
in respect of the subscription for or purchase of such Common Stock Equivalents,
plus the additional consideration, if any, payable to the Issuer upon the
exercise of the right of conversion or exchange in such Common Stock
Equivalents.  In the event of any consolidation or merger of the
Issuer in which the Issuer is not the surviving Person or in which the
previously outstanding shares of Common Stock of the Issuer shall be changed
into or exchanged for the stock or other securities of another Person, or in the
event of any sale of all or substantially all of the assets of the Issuer for
stock or other securities of any Person, the Issuer shall be deemed to have
issued a number of shares of its Common Stock for stock or securities or other
property of the other Person computed on the basis of the actual exchange ratio
on which the transaction was predicated, and for a consideration equal to the
fair market value on the date of such transaction of all such stock or
securities or other property of the other Person.  In the event any
consideration received by the Issuer for any securities consists of property
other than cash, the fair market value thereof at the time of issuance or as
otherwise applicable shall be as determined in good faith by the
Board.  In the event Common Stock is issued with other shares or
securities or other assets of the Issuer for consideration which covers both,
the consideration computed as provided in this Section
4(g)(i) shall
be allocated among such securities and assets as determined in good faith by the
Board.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    (ii)          When Adjustments to Be
Made.  The adjustments required by this Section
4 shall
be made whenever and as often as any specified event requiring an adjustment
shall occur, except that any adjustment of the number of shares of Common Stock
for which this Warrant is exercisable that would otherwise be required may be
postponed (except in the case of a subdivision or combination of shares of the
Common Stock, as provided for in Section
4(b) )
up to, but not beyond the date of exercise if such adjustment either by itself
or with other adjustments not previously made adds or subtracts less than one
percent (1%) of the shares of Common Stock for which this Warrant is exercisable
immediately prior to the making of such adjustment.  Any adjustment
representing a change of less than such minimum amount (except as aforesaid)
which is postponed shall be carried forward and made (x) as soon as such
adjustment, together with other adjustments required by this Section
4 and
not previously made, would result in a minimum adjustment, or (y) on the date of
exercise. For the purpose of any adjustment, any specified event shall be deemed
to have occurred at the close of business on the date of its
occurrence.

    


    (iii)         Fractional
Interests.  In computing adjustments under this Section
4 ,
fractional interests in Common Stock shall be taken into account to the nearest
one one-hundredth (1/100th ) of
a share.

     

    (iv)         When Adjustment Not
Required.  If the Issuer shall take a record of the holders of
its Common Stock for the purpose of entitling them to receive a dividend or
distribution or subscription or purchase rights and shall, thereafter and before
the distribution to stockholders thereof, legally abandon its plan to pay or
deliver such dividend, distribution, subscription or purchase rights, then
thereafter no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be
rescinded and annulled.

    


    (h)          Form of Warrant after
Adjustments.  The form of this Warrant need not be changed
because of any adjustments in the Warrant Price or the number and kind of
Securities purchasable upon the exercise of this Warrant.

    


    (i)           Escrow of Warrant
Stock .  If
after any property becomes distributable pursuant to this Section
4 by
reason of the taking of any record of the holders of Common Stock, but prior to
the occurrence of the event for which such record is taken, and the Holder
exercises this Warrant, any shares of Common Stock issuable upon exercise by
reason of such adjustment shall be deemed the last shares of Common Stock for
which this Warrant is exercised (notwithstanding any other provision to the
contrary herein) and such shares or other property shall be held in escrow for
the Holder by the Issuer to be issued to the Holder upon and to the extent that
the event actually takes place, upon payment of the current Warrant
Price.  Notwithstanding any other provision to the contrary herein, if
the event for which such record was taken fails to occur or is rescinded, then
such escrowed shares shall be cancelled by the Issuer and escrowed property
returned.

    


    5.           Notice of
Adjustments .  Whenever
the Warrant Price or Warrant Share Number shall be adjusted pursuant
to Section
4 hereof
(for purposes of this Section
5 ,
each an “ Adjustment”),
the Issuer shall cause its Chief Financial Officer to prepare and execute a
certificate setting forth, in reasonable detail, the event requiring the
Adjustment, the amount of the Adjustment, the method by which such Adjustment
was calculated (including a description of the basis on which the Board made any
determination hereunder), and the Warrant Price and Warrant Share Number after
giving effect to such Adjustment, and shall cause copies of such certificate to
be delivered to the Holder of this Warrant promptly after each
Adjustment.  Any dispute between the Issuer and the Holder of this
Warrant with respect to the matters set forth in such certificate may at the
option of the Holder of this Warrant be submitted to an Independent Appraiser
selected by the Holder; provided that the Issuer shall
have ten (10) days after receipt of notice from such Holder of its selection of
such Independent Appraiser to object thereto, in which case such Holder shall
select another such Independent Appraiser and the Issuer shall have no such
right of objection.  The Independent Appraiser selected by the Holder
of this Warrant as provided in the preceding sentence shall be instructed to
deliver a written opinion as to such matters to the Issuer and such Holder
within thirty (30) days after submission to it of such dispute.  Such
opinion shall be final and binding on the parties hereto.  The costs
and expenses of the initial firm selected as Independent Appraiser shall be paid
equally by the Issuer and the Holder and, in the case of an objection by the
Issuer, the costs and expenses of the subsequent firm selected as Independent
Appraiser shall be paid in full by the Issuer.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    6.           Fractional
Shares.  No fractional shares of Warrant Stock will be issued
in connection with any exercise hereof, but in lieu of such fractional shares
the Issuer shall round the number of shares to be issued upon exercise up to the
nearest whole number of shares.

    


    7.           Ownership
Cap and Exercise Restriction.  Notwithstanding anything to the
contrary set forth in this Warrant, at no time may a Holder of this Warrant
exercise this Warrant if the number of shares of Common Stock to be issued
pursuant to such exercise would exceed, when aggregated with all other shares of
Common Stock owned by such Holder and its affiliates at such time, the number of
shares of Common Stock which would result in such Holder and its affiliates
beneficially owning (as determined in accordance with Section 13(d) of the
Exchange Act and the rules  thereunder) in excess of 9.99%   of the then issued and
outstanding shares of Common Stock; provided , however , that upon a holder of
this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to
Section
12 hereof)
(the “ Waiver
Notice ”)
that such Holder would like to waive this Section
7 with regard to any or all shares of Common Stock issuable upon
exercise of this Warrant, this Section
7 will be of no force or effect with regard to all or a portion of
the Warrant referenced in the Waiver Notice; provided , further , that during the
sixty-one (61) day period prior to the Expiration Date of this Warrant the
Holder may waive this Section
7 upon providing the Waiver Notice at any time during such sixty-one
(61) day period; and provided , further , that any Waiver
Notice during the sixty-one (61) day period prior to the Expiration Date will
not be effective until the last day of the Term.

    


    8.           Definitions.  For
the purposes of this Warrant, the following terms have the following
meanings:

    


    “Additional
Shares of Common Stock ”
means all shares of Common Stock issued by the Issuer after the Original Issue
Date, and all shares of Other Common, if any, issued by the Issuer after the
Original Issue Date, except: (i) securities issued (other than for cash) in
connection with a merger, acquisition, or consolidation that do not exceed 25%
of the outstanding Common Stock of the Company as of the date of the Purchase
Agreement (such percentage subject to adjustment in a manner consistent with the
adjustments to the Warrant Price contemplated in Section
4 hereof)
and such issuances are determined in the light of the whole transaction to which
they are a part to be in the best interests of the Company, (ii) securities
issued pursuant to the conversion or exercise of convertible or exercisable
securities issued or outstanding on or prior to the date of the Purchase
Agreement or issued pursuant to the Purchase Agreement (so long as the
conversion or exercise price in such securities are not amended to lower such
price and/or adversely affect the Holders), (iii) Common Stock issued or the
issuance or grants of options to purchase Common Stock pursuant to the Company’s
bona fide stock
option plans and employee stock purchase plans that either (x) exist on the date
of the Purchase Agreement, or (y) do not exceed ten percent (10%) of the
outstanding Common Stock of the Company as of the date of the Purchase Agreement
(such percentage subject to adjustment in a manner consistent with the
adjustments to the Warrant Price contemplated in Section
4 hereof),
and (iv) securities issued in connection with bona fide strategic license
agreements or other partnering agreements so long as such issuances are not for
the purpose of raising capital which are approved by a majority of its
independent directors and such issuances are determined in the light of the
whole transaction to which they are a part to be in the best interests of the
Company.

    


    “Board ”
shall mean the Board of Directors of the Issuer.

    


    “Capital
Stock ”
means and includes (i) any and all shares, interests, participations or other
equivalents of or interests in (however designated) corporate stock, including,
without limitation, shares of preferred or preference stock, (ii) all
partnership interests (whether general or limited) in any Person which is a
partnership, (iii) all membership interests or limited liability company
interests in any limited liability company, and (iv) all equity or ownership
interests in any Person of any other type.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    “ Certificate
of Incorporation ”
means the Certificate of Incorporation of the Issuer as in effect on the
Original Issue Date, and as hereafter from time to time amended, modified,
supplemented or restated in accordance with the terms hereof and thereof and
pursuant to applicable law.

    


    “ Common
Stock ”
means the Common Stock, $0.001 par value per share, of the Issuer and any other
Capital Stock into which such stock may hereafter be changed.

    


    “ Common
Stock Equivalent ”
means any Convertible Security or warrant, option or other right to subscribe
for or purchase any Additional Shares of Common Stock or any Convertible
Security.

    


    “ Convertible
Securities ”
means evidences of indebtedness, shares of Capital Stock or other Securities
which are or may be at any time convertible into or exchangeable for Additional
Shares of Common Stock.  The term “ Convertible
Security ”
means one of the Convertible Securities.

    


    “ Delivery
Date ”
shall be the date not exceeding three (3) Trading Days after an exercise of this
Warrant.

    


    “ Exchange
Act ”
means the Securities Exchange Act of 1934, as amended.

    


    “ Expiration
Date ”
means February 26, 2015.

    


    “ Governmental
Authority ”
means any governmental, regulatory or self-regulatory entity, department, body,
official, authority, commission, board, agency or instrumentality, whether
federal, state or local, and whether domestic or foreign.

    


    “ Holders ”
mean the Persons who shall from time to time own any Warrant.  The
term “Holder” means one of the Holders.

    


    “ Independent
Appraiser ”
means a nationally recognized or major regional investment banking firm or firm
of independent certified public accountants of recognized standing (which may be
the firm that regularly examines the financial statements of the Issuer) that is
regularly engaged in the business of appraising the Capital Stock or assets of
corporations or other entities as going concerns, and which is not affiliated
with either the Issuer or the Holder of any Warrant.

    


    “ Issuer ”
means MedPro Safety Products, Inc., a Nevada corporation, and its
successors.

    


    “ Majority
Holders ”
means at any time the Holders of Warrants exercisable for a majority of the
shares of Warrant Stock issuable under the Warrants at the time
outstanding.

    


    “ Original
Issue Date ”
means February 26, 2010.

    


    “ OTC
Bulletin Board ”
means the over-the-counter electronic bulletin board.

    


    “ Other
Common ”
means any other Capital Stock of the Issuer of any class which shall be
authorized at any time after the date of this Warrant (other than Common Stock)
and which shall have the right to participate in the distribution of earnings
and assets of the Issuer without limitation as to amount.

    


    “ Outstanding
Common Stock ”
means, at any given time, the aggregate amount of outstanding shares of Common
Stock, assuming full exercise, conversion or exchange (as applicable) of all
options, warrants and other Securities which are convertible into or exercisable
or exchangeable for, and any right to subscribe for, shares of Common Stock that
are outstanding at such time.

    


    “ Person ”
means an individual, corporation, limited liability company, partnership, joint
stock company, trust, unincorporated organization, joint venture, Governmental
Authority or other entity of whatever nature.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    “ Per Share
Market Value ”
means on any particular date (a) the last closing bid price per share of the
Common Stock on such date on the OTC Bulletin Board or another registered
national stock exchange on which the Common Stock is then listed, or if there is
no such price on such date, then the closing bid price on such exchange or
quotation system on the date nearest preceding such date, or (b) if the Common
Stock is not listed then on the OTC Bulletin Board or any registered national
stock exchange, the last closing bid price for a share of Common Stock in the
over-the-counter market, as reported by the OTC Bulletin Board or in the
National Quotation Bureau Incorporated or similar organization or agency
succeeding to its functions of reporting prices) at the close of business on
such date, or (c) if the Common Stock is not then reported by the OTC Bulletin
Board or the National Quotation Bureau Incorporated (or similar organization or
agency succeeding to its functions of reporting prices), then the “Pink Sheet”
quotes for the applicable Trading Days preceding such date of determination, or
(d) if the Common Stock is not then publicly traded the fair market value of a
share of Common Stock as determined by an Independent Appraiser selected in good
faith by the Majority Holders; provided, however , that the Issuer,
after receipt of the determination by such Independent Appraiser, shall have the
right to select an additional Independent Appraiser, in which case, the fair
market value shall be equal to the average of the determinations by each such
Independent Appraiser; and provided, further that all determinations
of the Per Share Market Value shall be appropriately adjusted for any stock
dividends, stock splits or other similar transactions during such
period.  The determination of fair market value by an Independent
Appraiser shall be based upon the fair market value of the Issuer determined on
a going concern basis as between a willing buyer and a willing seller and taking
into account all relevant factors determinative of value, and shall be final and
binding on all parties.  In determining the fair market value of any
shares of Common Stock, no consideration shall be given to any restrictions on
transfer of the Common Stock imposed by agreement or by federal or state
securities laws, or to the existence or absence of, or any limitations on,
voting rights.

     

    “ Purchase
Agreement ”
means the Securities Purchase Agreement dated as of February 26, 2010, among the
Issuer and the Purchasers.

    


    “ Purchasers ”
means the purchasers of the Notes and the Warrants issued by the Issuer pursuant
to the Purchase Agreement.

    


    “ Securities ”
means any debt or equity securities of the Issuer, whether now or hereafter
authorized, any instrument convertible into or exchangeable for Securities or a
Security, and any option, warrant or other right to purchase or acquire any
Security.  “Security” means one of the Securities.

    


    “ Securities
Act ”
means the Securities Act of 1933, as amended, or any similar federal statute
then in effect.

    


    “ Subsidiary ”
means any corporation at least 50% of whose outstanding Voting Stock shall at
the time be owned directly or indirectly by the Issuer or by one or more of its
Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

    


    “ Term ”
has the meaning specified in Section
1 hereof.

    


    “ Trading
Day ”
means (a) a day on which the Common Stock is traded on the OTC Bulletin Board,
or (b) if the Common Stock is not traded on the OTC Bulletin Board, a day on
which the Common Stock is quoted in the over-the-counter market as reported by
the National Quotation Bureau Incorporated (or any similar organization or
agency succeeding its functions of reporting prices); provided, however , that in the event
that the Common Stock is not listed or quoted as set forth in (a) or (b) hereof,
then Trading Day shall mean any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the State of
New York are authorized or required by law or other government action to
close.

    


    “ Voting
Stock ”
means, as applied to the Capital Stock of any corporation, Capital Stock of any
class or classes (however designated) having ordinary voting power for the
election of a majority of the members of the Board of Directors (or other
governing body) of such corporation, other than Capital Stock having such power
only by reason of the happening of a contingency.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    “ Warrants ”
means the Warrants issued and sold pursuant to the Purchase Agreement,
including, without limitation, this Warrant, and any other warrants of like
tenor issued in substitution or exchange for any thereof pursuant to the
provisions of Section
2(c), 2(d) or 2(e) hereof
or of any of such other Warrants.

    


    “ Warrant
Price ”
initially means $4.00, as such price may be adjusted from time to time as shall
result from the adjustments specified in this Warrant, including Section
4 hereto.

    


    “ Warrant
Share Number ”
means at any time the aggregate number of shares of Warrant Stock which may at
such time be purchased upon exercise of this Warrant, after giving effect to all
prior adjustments and increases to such number made or required to be made under
the terms hereof.

    


    “ Warrant
Stock ”
means Common Stock issuable upon exercise of any Warrant or Warrants or
otherwise issuable pursuant to any Warrant or Warrants and/or Securities, cash
and property to which such Holder would have been entitled upon the occurrence
of certain events set forth in Section
4 .

    


    9.            Other
Notices.  In case at any time:

     

    (i)         
  the Issuer shall make any distributions to the holders of Common
Stock; or

     

    (ii)           the
Issuer shall authorize the granting to all holders of its Common Stock of rights
to subscribe for or purchase any shares of Capital Stock of any class or other
rights; or

     

    (iii)          there
shall be any reclassification of the Capital Stock of the Issuer;
or

     

    (iv)          there
shall be any capital reorganization by the Issuer; or

     

    (v)           there
shall be any (a) consolidation or merger involving the Issuer or (b) sale,
transfer or other disposition of all or substantially all of the Issuer's
property, assets or business (except a merger or other reorganization in which
the Issuer shall be the surviving corporation and its shares of Capital Stock
shall continue to be outstanding and unchanged and except a consolidation,
merger, sale, transfer or other disposition involving a wholly-owned
Subsidiary); or

     

    (vi)          there
shall be a voluntary or involuntary dissolution, liquidation or winding-up of
the Issuer or any partial liquidation of the Issuer or distribution to holders
of Common Stock;

     

    then, in
each of such cases, the Issuer shall give written notice to the Holder of the
date on which (i) the books of the Issuer shall close or a record shall be taken
for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take
place.  Such notice also shall specify the date as of which the
holders of Common Stock of record shall participate in such dividend,
distribution or subscription rights, or shall be entitled to exchange their
certificates for Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be.  Such
notice shall be given at least twenty (20) days prior to the action in question
and not less than ten (10) days prior to the record date or the date on which
the Issuer's transfer books are closed in respect thereto.  This
Warrant entitles the Holder to receive copies of all financial and other
information distributed or required to be distributed to the holders of the
Common Stock.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    10.          Amendment
and Waiver; Failure or Indulgence Not Waiver.  Any term,
covenant, agreement or condition in this Warrant may be amended, or compliance
therewith may be waived (either generally or in a particular instance and either
retroactively or prospectively), by a written instrument or written instruments
executed by the Issuer and the Majority Holders; provided, however , that no such
amendment or waiver shall reduce the Warrant Share Number, increase the Warrant
Price, shorten the period during which this Warrant may be exercised or modify
any provision of this Section
10 without
the consent of the Holder of this Warrant.  No consideration shall be
offered or paid to any person to amend or consent to a waiver or modification of
any provision of this Warrant unless the same consideration is also offered to
all holders of the Warrants.  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.

    


    11.          Governing
Law; 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.

    


    12.          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 Issuer:

              	
                Medpro
      Safety Products, Inc.

              
	 
      	
                817
      Winchester Road, Ste 200

              
	 
      	
                Lexington,
      KY 40505

              
	 
      	
                Attention:
      Chief Executive Officer

              
	 
      	
                Tel.
      No.: (859) 225-5375

              
	 
      	
                Fax
      No.: (859) 225-5347

              


      

    

    


    with
copies (which copies

    shall not
constitute notice)

    
      
        	
                to:

              	
                Frost
      Brown Todd, LLC

                400
      West Market Street, 32nd
      Floor

                Louisville,
      KY 40202

                Attention:
      .Alan MacDonald, Esq

                Tel.
      No.: (502) 568-0277

                Fax
      No.: (502) 581-1087

              


      

    

    


    
      
        
          	
                  If
      to any Holder:

                	
                  At
      the address of such Holder set forth on Exhibit
      A to
      the Purchase Agreement

                


        

      

    

     

    Any party
hereto may from time to time change its address for notices by giving written
notice of such changed address to the other party hereto.

     

    13.          Warrant
Agent.  The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent having an office in New York, New York for the
purpose of issuing shares of Warrant Stock on the exercise of this Warrant
pursuant to Section
2(e) hereof,
exchanging this Warrant pursuant to Section
2(e) hereof
or replacing this Warrant pursuant to Section
3(d) hereof,
or any of the foregoing, and thereafter any such issuance, exchange or
replacement, as the case may be, shall be made at such office by such
agent.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    14.          Remedies.  The
remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant, 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
Holder's right to pursue actual damages for any failure by the Issuer to comply
with the terms of this Warrant.  Amounts set forth or provided for
herein with respect to payments, exercise and the like (and the computation
thereof) 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
Issuer (or the performance thereof).  The Issuer 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 Issuer 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.

     

    15.          Successors
and Assigns.  This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant Stock issued pursuant hereto, and shall be enforceable by any such
Holder or Holder of Warrant Stock.

     

    16.          Construction.  This
Warrant shall be deemed to be jointly drafted by the Company and the Holder and
shall not be construed against any person as the drafter hereof.

     

    17.          Headings.  The
headings of the Sections of this Warrant are for convenience of reference only
and shall not, for any purpose, be deemed a part of this Warrant.

     

    18.          Registration
Rights.  The Holder of this Warrant is entitled to the benefit
of certain registration rights with respect to the shares of Warrant Stock
issuable upon the exercise of this Warrant pursuant to the Purchase Agreement
and the registration rights with respect to the shares of Warrant Stock issuable
upon the exercise of this Warrant by any subsequent Holder may only be assigned
in accordance with the terms and provisions of the Purchase
Agreement.

     

     19.         Enforcement
Expenses.  The Issuer agrees to pay all costs and expenses of
the Holder incurred as a result of enforcement of this Warrant, including,
without limitation, reasonable attorneys' fees and expenses.

     

    20.          Binding
Effect.   The obligations of the Issuer 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.


    


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        15

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Issuer has executed this Series A Warrant as of the day and
year first above written.

    


    
      
        
          	
                  MEDPRO
      SAFETY PRODUCTS, INC..

                
	 
      
	
                  By:   

                	
                    /s/ W. Craig
      Turner

                
	 
      	
                  Name:
      W. Craig Turner

                
	 
      	
                  Title:
      Chairman and Chief Executive
Officer

                


        

      

    

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    EXERCISE
FORM

    


    MEDPRO
SAFETY PRODUCTS, INC..

    


    The
undersigned _______________, pursuant to the provisions of the within Warrant,
hereby elects to purchase _____ shares of Common Stock of MEDPRO SAFETY
PRODUCTS, INC. covered by the within Warrant.

    


    
      
        
          
            	
                    Dated:
      _________________

                  	
                    Signature

                  	
                      

                  
	 
      	 
      	 
      
	 
      	
                    Address

                  	
                      

                  
	 
      	 
      	
                      

                  


          

        

      

    

    


    Number of
shares of Common Stock beneficially owned or deemed beneficially owned by the
Holder on the date of Exercise: ________________________

    


    The
undersigned is an “accredited investor” as defined in Regulation D under the
Securities Act of 1933, as amended.

     

    The
undersigned intends that payment of the Warrant Price shall be made as (check
one):

     

    Cash
Exercise:     ________________________

     

    Cashless
Exercise:         ________________________

     

    If the
Holder has elected a Cash Exercise, the Holder shall pay the sum of $________ by
certified or official bank check (or via wire transfer) to the Issuer in
accordance with the terms of the Warrant.

     

    If the
Holder has elected a Cashless Exercise, a certificate shall be issued to the
Holder for the number of shares equal to the whole number portion of the product
of the calculation set forth below, which is
________________________.   The Company shall pay a cash
adjustment in respect of the fractional portion of the product of the
calculation set forth below in an amount equal to the product of the fractional
portion of such product and the Per Share Market Value on the date of exercise,
which product is ________________________.

     

    X = Y
- (A)(Y)

                      B

    


    Where:

    


    The
number of shares of Common Stock to be issued to the Holder
________________________  (“X”).

    


    The
number of shares of Common Stock purchasable upon exercise of all of the Warrant
or, if only a portion of the Warrant is being exercised, the portion of the
Warrant being exercised ________________________ (“Y”).

     

    The
Warrant Price ________________________ (“A”).

    


    The Per
Share Market Value of one share of Common Stock ________________________
(“B”).

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    

     

    ASSIGNMENT

     

    FOR VALUE
RECEIVED, ________________________hereby sells, assigns and transfers unto
________________________the within Warrant and all rights evidenced thereby and
does irrevocably constitute and appoint ________________________, attorney, to
transfer the said Warrant on the books of the within named
corporation.

    


    
      
        
          
            	
                    Dated:
      _________________

                  	
                    Signature

                  	
                      

                  
	 
      	 
      	 
      
	 
      	
                    Address

                  	
                      

                  
	 
      	 
      	
                      

                  


          

        

      

    

    


    PARTIAL
ASSIGNMENT

    


    FOR VALUE
RECEIVED, ________________________hereby sells, assigns and transfers unto
________________________the right to purchase ________________________shares of
Warrant Stock evidenced by the within Warrant together with all rights therein,
and does irrevocably constitute and appoint ________________________, attorney,
to transfer that part of the said Warrant on the books of the within named
corporation.

    


    
      
        
          
            	
                    Dated:
      _________________

                  	
                    Signature

                  	
                      

                  
	 
      	 
      	 
      
	 
      	
                    Address

                  	
                      

                  
	 
      	 
      	
                      

                  


          

        

      

    

    


    FOR USE
BY THE ISSUER ONLY:

    


    This
Warrant No. W-_______ canceled (or transferred or exchanged) this _____ day of
________________________, ________________________, shares of Common Stock
issued therefor in the name of ________________________, Warrant No. W-_____
issued for ________________________ shares of Common Stock in the name of
________________________.



    
      
         


      

      
        ii