Exhibit
10.5

    


    SC
CAPITAL PARTNERS, LLC

     

    
      	
              Arizona
      Office

            	
              California
      Office

            
	
              1992
      N. Kolb Road

            	
              19990
      Von Karmon, Suite 1600

            
	
              Tucson,
      AZ 85715

            	
              Irvine,
      CA 92612

            
	
              520-290-5052

            	
                949-259-4990

            


    

    


    


    January
11, 2010

     

    MedPro,
Inc.

    Attn:
Craig Turner, Chief Executive Officer

    817
Winchester Road, Suite 200

    Lexington,
KY 40505

     

    Re:
Financial Advisory Agreement

     

    Dear
Craig,

     

    This
letter will confirm the understanding and agreement ("Financial Advisory Agreement"
or "Agreement") between
SC Capital Partners, LLC, ("SCCP") an Arizona Limited
Liability Company and MedPro, Inc. ("MedPro" or the "Company") a Nevada
Corporation. Each hereinafter is referred to individually as a "Party" and both
are referred to collectively as the "Parties." The Company hereby engages SCCP
to act as an exclusive financial advisor to the Company and SCCP agrees to
provide financial advisory services ("Services") as requested by the
Company from time to time during the term of the Engagement.

     

    
      	
              1.

            	
              Scope
      of Services.

            


    

    The
Services ("Services") to
be provided by SCCP (See Appendix A for Statement of Work) will include: (i)
business and financial consulting services ("Consulting Services"); (ii)
acting as a finder ("Finder") to assist the Company
in identifying prospective purchasers of debt or equity securities; (iii)
advising on Merger of Acquisition transactions ("M&A Transaction"); (iv)
and/or advising and structuring Strategic Alliance ("Strategic Alliance" or "Strategic
Investment"),

     

    
      	
              (a.)  

            	
              Consulting
      Services, SCCP will provide advisory and assistance in connection
      with strategic planning, additional equity and debt financing, and
      liquidity building efforts.

            


    

     

    
      	
              (b.)  

            	
              Finder
      Services. SCCP will assist with future equity or debt financing
      transactions undertaken by the
Company.

            


    

     

    
      
        
        

      

      
        Page
1

        
          

        

      

      
        
        

      

    

     

    
      	
              (c.)  

            	
              Merger and Acquisition
      Services. SCCP will provide the Company with merger and acquisition
      advice to include: (i) the identification of businesses, assets or
      technologies; (ii) financial modeling; (iii) the form and structure of the
      Transaction; (iv) conducting discussions and negotiations; and (v) provide
      other related advice and assistance as the Company may reasonably request
      in connection with a Transaction.

            
	 	 
	(d)  
      	

              Strategic Alliance
      Services, SCCP shall provide the Company with potential strategic
      alliances. These services may include: (i) The identification of
      businesses, assets or technologies; (ii) The evaluation of third parties;
      (iii) the structure of the Strategic Alliance; (iv) conduct discussions
      and negotiations with a Strategic Alliance; and (v) providing other
      related advice and assistance to the
Company.

            


    

    
    

     

    
      	
              2.  

            	
              Term.
      SCCP's engagement herein shall commence upon signing and is expected to be
      completed twenty four (24) months from signing date ("Minimum Term"). It
      shall continue thereafter on a month-to-month basis unless terminated in
      writing with 30 days notice by SCCP or the
  Company.

            


    

     

    
      	
              3.  

            	
              Termination.
      Subject to clause 2, either party may terminate this Agreement for any
      reason upon giving thirty (30) days prior written notice to the other
      after 24 months from the date of signing. It is understood that upon
      termination, this Engagement shall have no further force or effect, except
      that any termination of SCCP's engagement hereunder for any reason shall
      not affect the Company's obligation to pay SCCP fees for which a
      definitive agreement specifically identified by the Advisor has been
      signed within 24 months after such dates specified and to reimburse
      expenses as set forth herein and
therein.

            


    

     

    
      	
              4.  

            	
              Compensation.
      The Company agrees to pay SCCP as compensation for its services under this
      Engagement the following fees:

            


    

     

    (a.)
Advisory
Fees:

    i. A
Consulting fee of $15,000 per month for the length of the term.

     

    ii. Equity Financing. The
Company will provide the following compensation.

     

    
      	
              (a.)  

            	
              Fees. Pay SCCP
      a consulting fee equal to 8% of the principal cash amount of all Company's
      securities and institutional PIPE and secondary financings introduced by
      SCCP.

            


    

    
      	
              (b.)  

            	
              Warrants. The
      Company will provide SCCP or to its designees, warrants to purchase a
      number of Shares or Units equal to 8% of the number of Shares or Units
      sold under the equity financing. Each warrant shall have a standard list
      of restrictions which will be agreed upon by the Company and SCCP which
      may be publicly or privately offered by the Company and exercisable on the
      same terms.

            


    

    
      	
               
      

            	iii.
      	
              Debt Financing.
      The Company shall pay SCCP a consulting fee equal to 3% on any gross
      proceeds received by the Company in connection with a Debt Financing
      introduced by SCCP. In the case of a committed Debt facility the placement
      fee will be calculated on the gross available amount committed to the
      Company.

            


    

     

    
      
        
        

      

      
        Page
2

        
          

        

      

      
        
        

      

    

     

    (b.)
Merger and Acquisition
Services Fees:

    In
connection with any Merger and Acquisition Transaction during the term of this
Agreement, SCCP shall be paid a Merger and Acquisition Transaction fee equal to
3.5% on the first $25 million and 2.0% for any amount over $25 million based
upon the total Transaction Consideration as defined below, with a minimum
Transaction fee of $200,000 or an amount mutually agreed to by both
Parties.

    


    For
purpose of this Agreement, "Transaction Consideration" means the aggregate
value, whether in cash, securities, assumption (or purchase subject to) of debt
or liabilities (including, without limitation, indebtedness for borrowed money,
pension liabilities or guarantees) or other property, obligations or services,
paid or payable directly or indirectly (in escrow or otherwise) or otherwise
assumed in connection with a Merger and Acquisition Transaction, or the net
present value of the estimated benefits to the Company of any joint venture,
licensing or marketing agreement.

     

    
      	
              (c.)  

            	
              Strategic
      Alliances. A consulting fee equal to 6% of the equivalent value of
      any strategic alliance or other business realignment resulting from the
      SCCP Financial Advisory Engagement not otherwise considered in this
      agreement. The equivalent value shall be mutually defined and paid in cash
      or as otherwise negotiated.

            


    

     

    
      	
              (d.)  

            	
              Total
      Compensation. The fees described above represent total compensation
      to be paid to SCCP and any other financial advisors for the
      transaction.

            


    

     

    
      	
              5. 

            	
              Expenses. The Company
      agrees to reimburse SCCP for all reasonable out-of-pocket expenses, up to
      and including $1,000 per instance without pre-approval and over $1,000
      pre-approved in writing by the Company, incurred by SCCP in connection
      with performance of the services discussed herein, including but not
      limited to printing, copying, office supplies, and travel related
      expenses. Approval does not imply the successful merger, acquisition, or
      joint venture or other successful conclusion of a business
      relationship.

            


    

     

    
      	
              6.  

            	
              Company Representations.
      The Company represents and warrants that it has all requisite corporate
      power and authority to execute and perform this agreement; that it
      constitutes a valid and binding obligation of the Company; and the
      execution and performance of this agreement will not violate any provision
      of the Company's charter or bylaws or any agreement or other instrument to
      which the Company is a party or by which it is
  bound.

            


    

     

    
      	
              7.  

            	
              SCCP Representations.
      SCCP represents and warrants that it is not registered as a broker-dealer
      pursuant to the Exchange Act; and is not a member of the FINRA, and is not
      presently, and does not intend upon, making any offer of Securities on
      behalf of Company. SCCP shall only provide financial advisory services and
      act as a Finder in all instances related to the provision of Services
      herein.

            


    

     

    
      	
              8.  

            	
              Confidentiality. Subject
      to the exclusions set forth below, all information exchanged between the
      Parties under this Agreement or during the negotiations preceding this
      Agreement is confidential. Neither party shall disclose to any third party
      (other than assigns specific to this .agreement)
      the other Party's confidential information; unless required by law or
      needed by a Party to assert claims or defend against claims made against
      the Party. Each Party shall use reasonable efforts to minimize such
      disclosure, and shall use reasonable efforts to obtain assurance that the
      recipient shall treat the information as confidential. In addition, either
      Party may disclose any such information that becomes generally available
      to the public, provided it is not the result of disclosure in violation of
      the Section. Upon termination of this Agreement; the receiving Party shall
      return all confidential information of the disclosing Party or destroy any
      material and shall confirm in writing such destruction. Notwithstanding
      the forgoing, the Company may disclose this Agreement and its terms to any
      potential investor in, or Purchaser of the Company and their respective
      representatives.

            


    

     

    
      
        
        

      

      
        Page
3

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              Indemnification. The
      Company agrees to indemnify and hold harmless SCCP and its officers,
      directors, agents, employees and legal representatives controlling SCCP or
      any of its affiliates within the meaning of Section 15 of the Securities
      Act of 1933, as amended, or Section 20 of the Securities Exchange Act of
      1934, as amended and its respective successors, assigns, executors and
      personal representatives ("Indemnified Person(s)"). The Company will hold
      each Indemnified Person harmless from and against any and all losses,
      claims, damages, and liabilities caused by, related to or arising out of,
      directly or indirectly, the engagement referred to in the Agreement,
      whether under any statute, under common law, or otherwise. The Company
      will also reimburse SCCP and any other Indemnified Person for all
      reasonable expenses (including reasonable fees and disbursements of legal
      counsel), in connection with investigating or defending any such action.
      However, the Company will not be liable under this paragraph to the extent
      that any loss, claim, damage, liability or expense is found in final
      judgment by a court of competent jurisdiction from which no appeal can be
      or is taken to have resulted from the gross negligence, willful misconduct
      or bad faith of SCCP.

            


    

     

    If for
any reason the foregoing indemnification is unavailable or insufficient to any
Indemnified Person, then the Company will contribute the pro-rata dollar amount
in such proportion as is appropriate to reflect the relative benefits received,
the relative fault assigned, or any other relevant equitable considerations by
the Company and SCCP. However, in no event will the aggregate contribution by
SCCP and other Indemnified Persons hereunder exceed the amount of fees actually
received by them pursuant to the Agreement.

     

    If notice
of any such action is received by an Indemnified Person in respect, the
Indemnified Person shall notify the Company in writing of the commencement
thereof. However, the omission to so notify the Company will not relieve the
Company from any liability to such Indemnified Person hereunder, except to the
extent that such failure will have actually prejudiced the defense of such
action, SCCP will have the right to retain counsel of its own choice to
represent SCCP and all other Indemnified. Such counsel will cooperate with the
Company and any counsel designated by the Company will pay the reasonable fees
and expenses of such counsel retained by SCCP. The Company will not be liable
hereunder for any settlement made by SCCP or any other Indemnified Person
without the Company's prior written consent, which will not be unreasonably
withheld.

     

    
      
        
        

      

      
        Page
4

        
          

        

      

      
        
        

      

    

     

    These
indemnifications, contribution and expense reimbursement provisions are in
addition to, and not in lieu of, any other obligation or liability, which the
Company might otherwise have to SCCP or any other Indemnified Person. Neither
termination nor completion of the engagement of SCCP referred to in the
Agreement will affect the provisions of this agreement, which will remain
operative and in full force. This agreement may not be amended
orally.

     

    
      	
              10.

            	
              Survivability. This
      Agreement and any rights, duties or obligations hereunder may not be
      waived, amended, modified or assigned, in any way, in whole or in part,
      including by operation of law, without the prior written consent of, and
      shall inure to the benefit of and be binding upon the successors, assigns
      and personal representatives of, each of the parties hereto. In case any
      provision of this Engagement shall be invalid, illegal or unenforceable,
      the validity, legality and enforceability of the remaining provisions of
      this letter agreement shall not in any way be affected or
      impaired thereby.

            


    

     

    
      	
              11.

            	
              Miscellaneous.

            


    

     

    
      	a)  
      	
              Unless subject to a separate Selling Agreement in their
      performance hereunder, the Parties are acting as independent contractors,
      and nothing contained herein shall be construed to create a partnership,
      joint venture or other agency relationship between the Parties. Neither
      Party shall make any communication to any person indicating that such
      Party has the right to act on behalf of, bind or make promises or
      representatives for the other Party for any reason.

            
	 	 
	
              b)  

            	
               This
      Agreement and any attached exhibits set forth the entire understanding and
      agreement of the Parties and supersedes all prior and contemporaneous
      agreements and understandings, both oral and written, related thereto.
      This Agreement may be executed by facsimile and in one or more
      counterparts, each of which shall be deemed to be an original, but all of
      which shall constitute one and the same instrument. Only a written
      instrument signed by both Parties may modify this
    Agreement.

            


    

     

    
      	
              c)  

            	
              Any
      notice or communication required or contemplated hereunder shall be in
      writing and shall be delivered by hand, deposited with an overnight
      courier, sent by confirmed email, sent by facsimile with a sheet
      demonstrating successful transmission, or mailed by registered or
      certified mail, return receipt requested, postage prepaid, in each case to
      the address or number listed below. Such notice shall be deemed given as
      of the date it is delivered, mailed, emailed, faxed or
    sent.

            


    

     

    
      	
              d)  

            	
              This
      Agreement shall be binding to SCCP, MedPro and their respective successors
      and assigns. Neither Party may assign this Agreement without the prior
      written consent of the other Party, which consent shall not be
      unreasonably withheld

            


    

     

    
      	
              e)  

            	
              No
      delay or omission by either Party to exercise any right or power, under
      this Agreement shall impair or be construed as a waiver of such right or
      power. All waivers must be in writing and signed by the Party waiving its
      right(s). A waiver by either Party of any breach or covenant shall not be
      construed to be a waiver of any other breach or
  covenant.

            


    

     

    
      
        
        

      

      
        Page
5

        
          

        

      

      
        
        

      

    

     

    
      	
              f)  

            	
              The
      laws of the State of Kentucky shall govern this Agreement, without
      application of the principles of conflicts of
  laws.

            


    

     

    
      	
              g)  

            	
              The
      parties shall attempt in good faith to resolve any such dispute through
      good faith negotiation. Any dispute which has not been resolved by
      negotiation within a 30 day, period shall be settled by binding
      arbitration in Pima County, Arizona, in accordance with the then current
      rules of the American Arbitration Association, before one (1) independent
      and impartial arbitrator, mutually designated by both parties. If the
      parties cannot agree upon such arbitrator, then the American Arbitration
      Association shall be empowered to designate such arbitrator. The
      arbitrator's award shall be final and any court having jurisdiction
      thereof may render judgment thereon. The arbitrator may, subject to any.
      limitations placed on remedies by the terms of this Agreement, grant any
      relief authorized by law, including but not limited to, equitable relief,
      declaratory relief, and damages including punitive damages. In the event
      that any arbitration proceeding or other action is instituted concerning
      or arising out of this Agreement, the prevailing party shall recover all
      of such party's out-of-pocket costs and reasonable attorney's fees
      incurred in each and every such proceeding. If any judicial proceeding is
      required to enforce an arbitration ruling or to obtain equitable or
      injunctive relief, the parties hereby consent to the exclusive
      jurisdiction and venue of Pima County, Arizona or the U.S. District Court
      for Arizona, whichever is applicable, for any such
    proceeding.

            


    

     

    We are
pleased to accept this engagement and look forward to working with the Company.
Please confirm that the foregoing is in accordance with your understanding by
signing and returning to us the enclosed duplicate of this letter, which shall
thereupon constitute a binding agreement.

     

    
      
        
        

      

      
        Page
6

        
          

        

      

      
        
        

      

    

     

    Very
truly yours,

    


    SC
Capital Partners

    


    Scott E.
Hutchinson

    Warren
Rustand

    Rob
Samuelsen

    


    


    Accepted
and agreed to as of the signing date:

     

     

    
      
        	By:  	
                /s/ Scott E.
      Hutchinson

              	By:
      	
                /s/ Warren
      Rustand

              	By:	
                /s/ Craig
      Turner

              
	Scott
      E. Hutchinson	Warren
      Rustand	Craig
      Turner
	Managing
      Partner	Managing
      Partner	Chief
      Executive Officer
	SC
      Capital Partners	CS
      Capital Partners	MedPro,
      Inc.


      

    

    


    Address
for notices:

     

    
      
        	
                SC
      Capital Partners

              	
                MedPro,
      Inc.

              
	
                1992
      N. Kolb Road

              	
                817
      Winchester Road, Suite 200

              
	
                Tucson,
      AZ  85715

              	
                Lexington,
      KY  40505

              


      

    

    


    
      
        
        

      

      
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7