Exhibit
10.14
 
 PROMISSORY
NOTE
 Principal
                                          
                                          Loan
      Date
                                          
                                          
                                          Maturity
                                          
                                          
                                          Loan
      No
                                          
                                          
                                          Call/Coll
                                          
                                          Account
                                          
                                          Officer
                                          
                                          Initials$1,500,000.00
                                          
                                          03-31-2009
                                          
                                          
                                          03-31-2010
                                          
                                          
                                          1525548
                                          
                                          
                                          4A/03
                                          
                                          
                                          
                                          ***
 References
      in the boxes above are for Lender’s use only and do not limit the
      applicability of this document to any particular loan or
      item.  Any item above containing “***” has been omitted due to
      text length
limitations.
 
 Borrower:
                MEDPRO
      SAFETY PRODUCTS, INC.
                Lender:
                TRADITIONAL
      BANK, INC.817
      WINCHESTER ROAD STE 200
                
                PALOMAR
      BANKING CENTERLEXINGTON,
      KY 40505
                
                3720
      Palomar Centre DriveLexington,
      KY 40513
 
 Principal
      Amount:
                $1,500,000.00
                Date
      of Note:  March 31,
2009
 
 PROMISE TO
PAY.  MEDPRO SAFETY PRODUCTS, INC. (“Borrower”) promises to pay
to TRADITIONAL BANK, INC. (“Lender”), or order, in lawful money of the United
States of America, the principal amount of One Million Five Hundred Thousand
& 00/100 Dollars ($1,500,000.00), together, with interest on the unpaid
prinicipal balance from March 31, 2009, calculated as described in the “INTEREST
CALCULATION METHOD” paragraph using an interest rate of 3.650% per annum based
on a year of 360 days, until paid in full.  The interest rate may
change under the terms and conditions of the “INTEREST AFTER DEFAULT”
section.
 
 PAYMENT.Borrower will pay
this loan in one prinicipal payment of $1,500,000.00 plus interest on March 31,
2010.  This payment due on March 31, 2010, will be for all principal
and all accrued interest not yet paid.  In addition, Borrower will pay
regular monthly payments of all accrued unpaid interest due as of each payment
date, beginning April 30, 2009, with all subsequent interest payments to be due
on the last day of each month after that.  Unless otherwise agreed or
required by applicable law, payments will be applied first to any accrued unpaid
interest; then to principal; then to any late charges; and then to any unpaid
collection costs.  Borrower will pay Lender at Lender’s address shown
above or at such other place as Lender may designate in writing.
 
 INTEREST CALCULATION METHOD.Interest on this Note is computed on a 365/36-0 basis; that is, by
applying the ratio of the interest rate over a year of 360 days, multiplied by
the outstanding principal balance, multiplied by the actual number of days the
principal balance is outstanding.  All interest payable under this
Note is computed using this method.  This calculation method results
in a higher effective interest rate than the numeric interest rate stated in
this Note.
 
 PREPAYMENT
PENALTY.  Borrower agrees that all loan fees and other prepaid
finance charges are earned fully as of the date of the loan and will not be
subject to refund upon early payment (whether voluntary or as a result of
default), except as otherwise required by law.  Upon prepayment of
this Note, Lender is entitled to the following prepayment
penalty.  This loan contains no prepayment
provisions.  Except for the foregoing.  Borrower may pay all
or a portion of the amount owed earlier than it is due.  Early
payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower’s obligation to continue to make payments under the payment
schedule.  Rather, early payments will reduce the principal balance
due.  Borrower agrees not to send Lender payments marked “paid in
full”, “without recourse”, or similar language.  If Borrower sends
such a payment, Lender may accept it without losing any of Lender’s rights under
this Note, and Borrower will remain obligated to pay any further amount owed to
Lender.  All written communications concerning disputed amounts,
including any check or other payment instrument that indicates that the payment
constitutes “payment in full” of the amount owed or that is tendered with other
conditions or limitations or as full satisfaction of a disputed amount must be
mailed or delivered to TRADITIONAL BANK, INC.:  PALOMAR BANKING
CENTER: 3720 Palomar Centre Drive; Lexington, KY 40513.
 
 LATE CHARGE.If a payment is
15 days or more late, Borrower will be charged $100.00.
  
 
 INTEREST AFTER
DEFAULT.  Upon default, including failure to pay upon final
maturity, the interest rate on this Note shall be increased by 3.000 percentage
points.  However, in no event will the interest rate exceed the
maximum interest rate limitations under applicable law.
 
 DEFAULT.  Each of
the following shall constitute an even of default (“Event of Default”) under
this Note:
 
 Payment Default.  Borrower
fails to make any payment when due under this Note.
 
 Other
Defaults.  Borrower fails to comply with or to perform any other term,
obligation, covenant or condition contained in this Note or in any of the
related documents or to comply with or to perform any term, obligation, covenant
or condition contained in any other agreement between Lender and
Borrower.
 
 Default
in Favor of Third Parties.  Borrower or any Grantor defaults under any
loan, extension of credit, security agreement, purchase or sales agreement, or
any other agreement, in favor of any other creditor or person that may
materially affect any of Borrower’s
 
 False
Statements.  Any warranty, representation or statement made or
furnished to Lender by Borrower or on Borrower’s behalf under this Note or the
related documents is false or misleading in any material respect, either now or
at the time made or furnished or becomes false or misleading at any time
thereafter.
 
 Insolvency.  The
dissolution or termination of Borrower’s existence as a going business, the
insolvency of Borrower, the appointment of a receiver for any part of Borrower’s
property, any assignment for the benefit of creditors, any type of creditor
workout, or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Borrower.
 
 Creditor
or Forfeiture Proceedings.  Commencement of foreclosure or forfeiture
proceedings, whether by judicial proceeding, self-help, repossession or any
other method, by any creditor of Borrower or by any governmental agency against
any collateral securing the loan.  This includes a garnishment of any
of Borrower’s accounts, including deposit accounts, with
Lender.  However, this Event of Default shall not apply if there is a
good faith dispute by Borrower as to the validity or reasonableness of the claim
which is the basis of the creditor or forfeiture proceeding and if Borrower
gives Lender written notice of the creditor or forfeiture proceeding and
deposits with Lender monies or a surety bond for the creditor or forfeiture
proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve of bond for the dispute.
 
 Events
Affecting Guarantor.  Any of the preceding events occurs with respect
to any guarantor, endorser, surety, or accommodation party of any of the
indebtedness or any guarantor, endorser, surety, or accommodation party dies or
becomes incompetent, or revokes or disputes the validity of, or liability under,
any guaranty of the indebtedness evidenced by this Note.
 
 Change in
Ownership.  Any change in ownership of twenty-five percent (25%) or
more of the common stock of Borrower.
 
 Adverse
Change.  A material adverse change occurs in Borrower’s financial
condition, or Lender believes the prospect of payment or performance of this
Note is impaired.
 
 LENDER’S
RIGHTS.  Upon default, Lender may declare the entire unpaid
principal balance under this Note and all accrued unpaid interest immediately
due, and then Borrower will pay that amount.
 
 ATTORNEYS’
FEES:  EXPENSES.  Lender may hire or pay someone else
to help collect this Note if Borrower does not pay.  Borrower will pay
Lender that amount.  This includes, subject to any limits under
applicable law, Lender’s reasonable attorneys’ fees and Lender’s legal expenses
whether or not there is a lawsuit, including reasonable attorneys’ fees and
legal expenses for bankruptcy proceedings (including efforts to modify or vacate
any automatic stay or injunction), and appeals.  If not prohibited by
applicable law, Borrower also will pay any court costs, in addition to all other
sums provided by law.
  
 
 GOVERNING
LAW.  This Note will be governed by federal law applicable to Lender
and, to the extent not preempted by federal law, the laws of the Commonwealth of
Kentucky without regard to its conflicts of law provisions.  This Note
has been accepted by Lender in the Commonwealth of Kentucky.
 
 CHOICE OF VENUE.If there is a
lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of
the courts of Fayette County, Commonwealth of Kentucky.
 
 RIGHT OF SETOFF.  To
the extent permitted by applicable law, Lender reserves the right of setoff in
all Borrower’s accounts with Lender (whether checking, savings, or some other
account).  This includes all accounts Borrower holds jointly with
someone else and all accounts Borrower may open in the
future.  However, this does not include any IRA or Keogh accounts, or
any trust accounts for which setoff would be prohibited by
law.  Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on the indebtedness against
any and all such accounts.
 
 FINAL PAYMENT
PROVISION.  This loan is payable in full at
maturity.  You must repay the entire principal balance of the loan and
unpaid interest then due.  The Lender is under no obligation to
refinance the loan at that time.  You will, therefore, be required to
make payment out of other assets that you may own, or you will have to find a
lender, which may be the Lender you have this loan with, willing to lend you the
money.  If you refinance this loan at maturity, you may have to pay
some closing costs normally associated with a new loan.
 
 SUCCESSOR INTERESTS.The terms
of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal
representatives, successors and assigns, and shall inure to the benefit of
Lender and its successors and assigns.