Exhibit
10.4

    

     

    SECOND AMENDMENT TO

    TECHNOLOGY
DEVELOPMENT AND OPTION AGREEMENT

    AND
AGREEMENT OF EXERCISE


    


    This SECOND AMENDMENT TO TECHNOLOGY
DEVELOPMENT AND OPTION AGREEMENT AND AGREEMENT OF EXERCISE (this
“Amendment”) is entered into as of September 30, 2008, between SGPF, LLC, a
Kentucky limited liability company (“SGPF”) and MEDPRO SAFETY PRODUCTS, INC, a
Kentucky limited liability company (“MedPro”).

    


    RECITALS:

     

    A.           MedPro
and SGPF are parties to that certain TECHNOLOGY DEVELOPMENT AND OPTION AGREEMENT
dated effective August 24, 2007, which was amended by that certain Amendment to
Technology Development and Option Agreement dated as of August 18, 2008
(collectively, the “Agreement”).  Capitalized terms not otherwise
defined herein shall have the meanings assigned them in the
Agreement.

    


    B.           MedPro’s
exercise of its option described under Section 3.1 of the Agreement is
conditioned upon the parties’ further amending the Agreement as set forth
herein.

    


    NOW, THEREFORE, in consideration of the
mutual promises hereby made, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

    


    1.           Exercise of
Option.  MedPro’s exercise of the option granted to it pursuant
to Section 3.1 of the Agreement, is subject to the Amendment of the Agreement by
the terms and conditions set forth below.

     

    2.           Amendments.  The
Agreement is hereby amended as follows:

     

    (a)           Section
3.2(i) is hereby replaced and amended in its entirety as follows:

     

    (i)  “MedPro
shall pay to SGPF the Exercise Price in the form and according to the schedule
set forth below:

     

    (a)           the
sum of Three Million Three Hundred and Forty Five Thousand Dollars
($3,345,000.00), payable as of the date of exercise, and SGPF acknowledges
receipt of said sum;

     

    (b)           [PREVIOUSLY
DELETED];

    


    (c)           the
sum of One Million Two Hundred and Fifty Thousand Dollars ($1,250,000.00) in
common stock of MedPro (or any other shares into which MedPro common stock may
be converted) based on a value of $1.81 per share of the MedPro common stock,
payable at the earlier to occur of:

    


    (1)           Within
thirty (30) days of realizing by MedPro, on a cumulative basis, Five Million
Dollars ($5,000,000.00) of gross sales revenue from the Blunt Product,
or

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (2)           A
‘Change of Control’ of MedPro, which shall mean any event or set of
circumstances, except voluntary resignation, whereby Wm. Craig Turner and
Vision, collectively, no longer have possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of
MedPro.”

    


    3.           Development of the Blunt
Technology.  Until the full and complete payment of the
consideration under Section 3.2(i)(c) has been made, MedPro shall use
commercially reasonable efforts to develop the Blunt Technology with the
objective of fully commercializing the Blunt Technology as quickly as possible
consistent with the provisions of Section 2.1(i) of the Agreement.

    


    4.           Conflicting
Language. To the extent that any language contained in the Agreement
conflicts with any language contained in this Amendment, the language contained
in this Amendment shall control.

     

    5.           Full Force and
Effect.  Except as expressly amended by this Amendment, the
Agreement remains unchanged and in full force and effect.


    


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    IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Amendment as of the date first
set forth above.

     

    
      
        	SGPF:	SGPF,
      LLC	 
	 	 	 	 
	
              	
                By: 
      

              	

                /s/
      W. Craig Turner

              	 
	 	 	Title: Managing
      Partner	 


      



    
      
        	MEDPRO: 	MEDPRO
      SAFETY PRODUCTS, INC	 
	 	 	 	 
	
              	
                By: 
      

              	

                /s/
      Walter W. Weller

              	 
	 	 	Title: President
      and C.O.O.	 


      

       

      
        
          
          

        

        
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