Exhibit
10.7




PURCHASE
AND SALE AGREEMENT




dated
as of September 1, 2010




between




MEDPRO
INVESTMENTS, LLC,




and




MEDPRO
SAFETY PRODUCTS, INC.










TABLE
OF CONTENTS




PageARTICLE
      I DEFINITIONS
              1Section
      1.1
              Defined
      Terms
              1Section
      1.2
              Other
      Definitional Provisions
              3Section
      1.3
              Other
      Terms
              4Section
      1.4
              Computation
      of Time Periods
              4ARTICLE
      II SALE AND PURCHASE OF ROYALTY RIGHTS
              4Section
      2.1
              Agreement
      to Sell and Purchase Royalty Rights
              4Section
      2.2
              Sale
      and Purchase of Royalty Rights; Sale Price.
              4Section
      2.3
              Consideration
      for Sale of Royalty Rights
              4ARTICLE
      III SALE PRICE PAYMENTS
              5Section
      3.1
              Sale
      Price Payments
              5ARTICLE
      IV CONDITIONS TO CLOSING
              5Section
      4.1
              Conditions
      to Closing
              5ARTICLE
      V REPRESENTATIONS AND WARRANTIES OF MEDPRO
              5Section
      5.1
              Representations
      and Warranties of MedPro
              5ARTICLE
      VI ARTICLE VI COVENANTS
              10Section
      6.1
              Affirmative
      Covenants
              10Section
      6.2
              Negative
      Covenants
              13Section
      6.3
              Reporting
              15ARTICLE
      VII ARTICLE VII ADDITIONAL RIGHTS AND OBLIGATIONS
              16Section
      7.1
              Responsibilities
      of MedPro
              16Section
      7.2
              Further
      Action Evidencing Sale
              17Section
      7.3
              Application
      of Collections
              17ARTICLE
      VIII INDEMNIFICATION
              17Section
      8.1
              Indemnification
      by MedPro
              17ARTICLE
      IX ARTICLE IX MISCELLANEOUS
              18Section
      9.1
              Transfers
      Intended as Sales
              18Section
      9.2
              Specific
      Performance
              18Section
      9.3
              Notices
              18Section
      9.4
              CHOICE
      OF LAW
              19Section
      9.5
              Counterparts
              19Section
      9.6
              Amendment
              19Section
      9.7
              Severability
      of Provisions
              20Section
      9.8
              Binding
      Effect; Assignability; Survival
              20Section
      9.9
              Acknowledgement
      and Agreement
              20Section
      9.10
              Cumulative
      Remedies
              20Section
      9.11
              Costs,
      Expenses and Taxes
              21Section
      9.12
              No
      Proceedings
              21Section
      9.13
              Consent
      to Jurisdiction
              21




i






Exhibit A
            Form of Bill of Sale
      and Undertaking
            A-1Exhibit B
            UCC Financing
      Statements
            B-1Schedule 1
            Prior Names and
      Mergers
            Schedule
      1Schedule 2
            Cash Purchase Price
            Schedule
      2




ii




PURCHASE
AND SALE AGREEMENT




This
PURCHASE AND SALE AGREEMENT, dated as of September 1, 2010 (including the
Exhibits attached hereto, and as amended, restated, supplemented or otherwise
modified from time to time, this “Agreement”), is
between MEDPRO INVESTMENTS, LLC, a Delaware limited liability company (the
“Issuer”), and
MEDPRO SAFETY PRODUCTS, INC., a Nevada corporation (“MedPro”).




W I T N E S S E T H :




WHEREAS,
MedPro desires to sell, transfer, convey, assign, contribute and grant to the
Issuer, and the Issuer desires to purchase and accept from MedPro, all of
MedPro’s right, title and interest in, to and under the Royalty Rights (as
defined below), on the terms and conditions set forth in this
Agreement;




NOW,
THEREFORE, in consideration of the premises and the mutual agreements set forth
herein and of other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto covenant and agree as
follows:




ARTICLE
I


DEFINITIONS




Section
1.1 Defined
Terms.  Unless otherwise defined herein, terms defined in the
Indenture (as defined in this Section 1.1) and used herein shall have the
meanings given to them in the Indenture, except that the following terms shall
have the following meanings in this Agreement:




“Agreement” has the
meaning set forth in the preamble.




“Bill of Sale” means
the Bill of Sale and Undertaking, dated as of the Closing Date, executed by
MedPro and the Issuer, substantially in the form of Exhibit
A.




“Cash Purchase Price”
has the meaning set forth in Section 3.1(a).




“Closing Date” means
the date on which the conditions set forth in Section 4.1 are satisfied and the
sale, transfer, conveyance, assignment, contribution and granting of the Royalty
Rights to the Issuer pursuant to Article II are effective, which date shall be
September 1, 2010 or such later date as the Issuer and MedPro otherwise
agree.




“EBITDA” means with
respect to any period, for any Person, the consolidated net income before
consolidated interest, taxes, depreciation and amortization for such
period.




“Fixed Charges” means,
with respect to any period, for any Person, the sum of consolidated interest
expense plus the consolidated amortization of Indebtedness.




“Indemnified Amounts”
has the meaning set forth in Section 8.1.




“Indemnified Party”
has the meaning set forth in Section 8.1.




1




“Indenture” means that
certain Indenture, dated as of September 1, 2010, between the Issuer and the
Trustee, as amended, restated, supplemented or otherwise modified from time to
time.




“Involuntary
Bankruptcy” means, with respect to MedPro, without the consent or
acquiescence of MedPro, the entering of an order for relief or approving a
petition for relief or reorganization or any other petition seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or other similar relief under any present or future bankruptcy, insolvency or
similar statute, law or regulation, or the filing of any such petition against
MedPro, which petition shall not have been dismissed within 60 days, or, without
the consent or acquiescence of MedPro, the entering of an order appointing a
trustee, custodian, receiver or liquidator of MedPro or of all or any
substantial part of the property of MedPro, which order shall not have been
dismissed within 60 days.




“Issuer” has the
meaning set forth in the preamble.




“Lien” means a lien,
security interest, pledge, mortgage, charge or other encumbrance or any other
type of preferential arrangement for security purposes or other right or claim
of any Person (other than any such Lien of the Issuer created by or pursuant to
this Agreement or any other such Lien permitted under the terms of this
Agreement).




“Material Adverse
Effect” means a material adverse effect on (i) the financial condition,
operations or prospects of MedPro or the ability of MedPro, or Servicer, as the
case may be, to perform its obligations under any of the Transaction Documents
to which it is a party or the Manufacturing Agreement or any Principal Document,
(ii) the validity or enforceability of any of such Transaction Documents, the
Manufacturing Agreement or the other Principal Documents or the rights or
remedies of MedPro or the Issuer under any of such Transaction Documents, the
Manufacturing Agreement or the other Principal Documents or (iii) the Royalty
Rights or the Product or the ability of the Issuer to perform any of its
obligations under the Notes, the Indenture or other the Transaction
Documents.




“MedPro” has the
meaning set forth in the preamble.




“Notices” has the
meaning set forth in Section 9.3.




“Product” means (i)
Vacuette® Premium
Safety Needle System, a blood collection device that is formatted in two
separate models: tube-activated and skin-activated, (ii) Vacuette® Premium
Winged Safety Blood Collection Set, a device used for infusion and blood
collection in the healthcare setting, and (iii) all products substantially
similar to, or derived from, any of the foregoing, regardless of the brands,
marks or names under which they are offered.




“Royalty Payments”
means all royalty payments and other payments that may be required by Section
2.2 of the Manufacturing Agreement or any other successor agreement or other
agreement evidencing any Royalty Rights, and in each case, after the issuance of
any Notes.




“Royalty Statements”
means the monthly statements required to be delivered by Greiner pursuant to
Section 2.2(c) of the Manufacturing Agreement setting forth the Royalty Payments
due under the Manufacturing Agreement.




2


“Royalty Rights” means
the assets to be sold, transferred, conveyed, assigned, contributed and granted
by MedPro to the Issuer pursuant to this Agreement and the Bill of Sale, which
shall consist of (x) all of MedPro’s right, title and interest in, to and under
the Manufacturing Agreement; including without limitation all of MedPro’s rights
(i) to receive the Royalty Payments, (ii) to receive Royalty Statements, (iii)
to make indemnification claims against Greiner pursuant to Section 7.3 of the
Manufacturing Agreement and (iv) to the proceeds of and the rights to enforce
each of the foregoing and (y) any rights similar to those described in clause
(x) above under any agreement entered into by MedPro pursuant to Section 6.1(l)
of this Agreement or otherwise following the termination of the Manufacturing
Agreement or otherwise.




“Sale Price” has the
meaning set forth in Section 2.1(b).




“Secured Parties” has
the meaning set forth in the Pledge and Security Agreement.




“Servicer” has the
meaning set forth in the Servicing Agreement.




“Trustee” means U.S.
Bank National Association, as trustee under the Indenture, and any successor
appointed in accordance with the terms of the Indenture.




“Voluntary Bankruptcy”
means, with respect to MedPro, (i) the inability of MedPro generally to pay its
debts as such debts become due, or an admission in writing by MedPro of its
inability to pay its debts generally or a general assignment by MedPro for the
benefit of creditors, (ii) the filing of any petition or answer by MedPro
seeking to adjudicate itself as bankrupt or insolvent, or seeking for itself any
liquidation, winding-up, reorganization, arrangement, adjustment, protection,
relief or composition of MedPro or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking,
consenting to or acquiescing in the entry of an order for relief or the
appointment of a receiver, trustee, custodian or other similar official for
MedPro or for any substantial part of its property, or (iii) corporate or other
entity action taken by MedPro to authorize, consent to, acquiesce in, or solicit
or encourage any of the actions set forth above.




Section
1.2 Other
Definitional Provisions.




(a)           Each
term defined in the singular form in Section 1.1 shall mean the plural thereof
when the plural form of such term is used in this Agreement or any certificate,
report or other document made or delivered pursuant hereto, and each term
defined in the plural form in Section 1.1 shall mean the singular thereof when
the singular form of such term is used herein or therein.  Words of
the masculine, feminine or neuter gender shall mean and include the correlative
words of other genders.




(b)           The
words “hereof, “herein”, “hereunder” and similar terms when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Article, Section and Exhibit references herein
are references to Articles, Sections and Exhibits to this Agreement unless
otherwise specified.




(c)           The
terms “include”, “including” and similar terms shall be construed as if followed
by the phrase “without limitation”.




3


Section
1.3  Other
Terms.  All accounting terms not specifically defined herein
shall be construed in accordance with GAAP.  All terms used in Article
9 of the UCC and not specifically defined herein are used herein as defined in
Article 9 of the UCC.




Section
1.4  Computation of Time
Periods.  Unless otherwise stated in this Agreement, in the
computation of a period of time from a specified date to a later specified date,
the word “from” means “from and including” and each of the words “to” and
“until” means “to but excluding”.




ARTICLE
II


SALE AND PURCHASE OF ROYALTY
RIGHTS




Section
2.1 Agreement to
Sell and Purchase Royalty Rights.  On the terms and subject to
the conditions set forth herein, MedPro agrees to sell, transfer, convey,
assign, contribute and grant to the Issuer, and the Issuer agrees to purchase
and accept from MedPro, on the Closing Date, all of the Royalty
Rights.




Section
2.2 Sale and
Purchase of Royalty Rights; Sale Price.




(a)           On
the terms and subject to the conditions set forth herein, including the
satisfaction of the conditions set forth in Section 4.1, on the Closing Date,
MedPro hereby and by the Bill of Sale sells, transfers, conveys, assigns,
contributes and grants to the Issuer, and the Issuer hereby and by the Bill of
Sale purchases and accepts from MedPro, all of MedPro’s right, title and
interest in, to and under the Royalty Rights.  On the Closing Date,
MedPro and the Issuer shall execute and deliver the Bill of Sale.




(b)           The
aggregate amount to be paid for the Royalty Rights pursuant to Section 2.1(a)
(the “Sale
Price”) is equal to the fair market value of the Royalty Rights as agreed
at arm’s length by MedPro and the Issuer.  For the avoidance of doubt,
the Issuer is not assuming any of the liabilities or obligations of MedPro under
the Manufacturing Agreement or the other Principal Documents, which shall be
retained by and remain liabilities and obligations of MedPro, and MedPro shall
continue to be subject to such obligations and liabilities to the relevant
counterparties and third party beneficiaries.




(c)           Under
the terms of the Visual Connection Agreements, MedPro is required to make the
Visual Connection Payments if, as and when due.  MedPro agrees that
MedPro will pay each Visual Connection Payment on or prior to the due date
thereof under the Visual Connection Agreements.  MedPro and the Issuer
acknowledge that the Sale Price paid by the Issuer to MedPro on the Closing Date
pursuant to Section 2.2 reflects such agreement and that all rights, if any,
arising from such payments under the Visual Connection Agreements are
transferred by MedPro to the Issuer hereby as of the Closing Date.




Section
2.3 Consideration
for Sale of Royalty Rights.  On the terms and subject to the
conditions set forth in this Agreement, the Issuer agrees to pay the Sale Price
to MedPro on the Closing Date in accordance with Section 3.1.  To the
extent that the Sale Price exceeds the Cash Purchase Price received by the
Issuer, MedPro shall be deemed to have made a capital contribution to the Issuer
in the amount of such excess as specified in Section 3.1(b).




4


ARTICLE
III


SALE PRICE
PAYMENTS




Section
3.1 Sale Price
Payments.  On the Closing Date, on the terms and subject to the
conditions set forth in this Agreement, the Issuer shall pay (or cause to be
paid) to MedPro the Sale Price for the Royalty Rights as follows:




(a)           first,
wire transfers of immediately available federal funds from the Issuer to the
Persons and in the amounts set forth on Schedule 2, in the aggregate amount of
$18,648,554.64 (the “Cash Purchase
Price”); and




(b)           second,
the remaining portion of the Sale Price shall constitute a capital contribution
by MedPro to the Issuer and be deemed to be added to MedPro’s capital account in
the Issuer, in an amount equal to the excess of the agreed fair market value of
the Royalty Rights over the amount of the Cash Purchase Price, the value of
which is evidenced by the Stock of the Issuer delivered to MedPro at or before
the Closing Date.




ARTICLE
IV


CONDITIONS TO
CLOSING




Section
4.1 Conditions to
Closing.  MedPro’s obligation to sell, transfer, convey,
assign, contribute and grant the Royalty Rights pursuant to Section 2.2 is
subject to tender by the Issuer of the Cash Purchase Price pursuant to Section
3.1(a). The Issuer’s obligations to purchase and accept the Royalty Rights and
to tender the Cash Purchase Price are subject to (i) the receipt by the Issuer
of the proceeds of its sale of the Notes to be issued under the Indenture on or
before the Closing Date, and (ii) the execution and delivery by MedPro of the
Servicing Agreement pursuant to which the Issuer will designate MedPro as
initial Servicer on the terms and conditions set forth therein.




In
addition, as a further condition to the Issuer’s obligations to purchase and
accept the Royalty Rights and to tender the Cash Purchase Price, on or prior to
the Closing Date, MedPro shall have (w) notified Greiner of its sale, transfer,
conveyance, assignment, contribution and granting of the Royalty Rights, (x)
requested Greiner to send all notices or other correspondence otherwise sent or
required to be sent to MedPro, including the Royalty Statements, to the Issuer
and Servicer, (y) instructed Greiner to make all Royalty Payments after the
Closing Date to such account as the Issuer shall specify and (z) requested
acknowledgement from Greiner of the foregoing.




ARTICLE
V


REPRESENTATIONS AND
WARRANTIES OF MEDPRO




Section
5.1 Representations and
Warranties of MedPro.  MedPro hereby represents and warrants
(which representations and warranties shall survive the execution and delivery
hereof) to the Issuer that, as of the date hereof and as of the Closing
Date:




(a)           MedPro
is duly organized and is validly existing as a corporation in good standing
under the laws of the State of Nevada and has all licenses, permits, franchises
and governmental authorizations necessary for the ownership, or its properties
and to carry on its business as now being conducted and as proposed to be
conducted; MedPro is duly licensed or qualified to do business as a foreign
corporation in good standing in each jurisdiction in which such qualification is
required by law; MedPro has the full corporate power and authority to own the
property it purports to own, to carry on its business as presently conducted and
as proposed to be conducted, and to execute, deliver and perform this Agreement,
each other instrument to be delivered by MedPro pursuant to this Agreement and
each other Transaction Document to which MedPro is a party, and the consummation
of the transactions contemplated hereby and thereby have been duly and validly
authorized by MedPro; each of the Transaction Documents to which MedPro is a
party (including this Agreement) has been duly executed and delivered by MedPro
and constitutes the valid and binding agreement of MedPro, enforceable against
MedPro in accordance with its respective terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ rights generally and by general principles of
equity; and all requisite corporate action has been taken by MedPro to make this
Agreement and each of the other Transaction Documents to which MedPro is a party
valid and binding upon MedPro;




5


(b)           MedPro
is not required to obtain the consent, license, approval or authorization of, or
make any registration, filing or declaration with, any regulatory body,
administrative agency or other tribunal or governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement (except for the filing of UCC financing
statements and other filings specified in Exhibit B, any
consents, licenses, approvals, authorizations, registrations, and any filings or
declarations under state blue sky laws, all of which have been made or obtained
as of the date hereof or will be made within the time periods required under the
Exchange Act);




(c)           the
execution, delivery and performance by MedPro of the Transaction Documents to
which it is a party and the consummation of the transactions contemplated hereby
and thereby, including the sale, transfer, conveyance, assignment, contribution
and granting of the Royalty Rights on the Closing Date, does not and will not
(i) result in the breach of any term or provision of the certificate of
incorporation and bylaws, each as amended, of MedPro or result in the breach of
any term or provision of, or conflict with, constitute a default under or result
in the acceleration or required prepayment of any obligation under, the
Manufacturing Agreement or any other Principal Document or any other agreement,
including any indenture, lease or license, or any deed or other instrument of
conveyance to which MedPro or its property is subject, (ii) result in or require
the creation or imposition of any Lien upon any of its properties pursuant to
the terms of any such agreement, indenture, loan, credit agreement or other
instrument (except this Agreement) or (iii) result in the violation of any law
(including any bulk transfer or similar law), rule, regulation, order, judgment
or decree to which MedPro or its property or the Royalty Rights are
subject;




(d)           MedPro
has not taken any action to impair its or the Issuer’s rights in the Royalty
Rights;




(e)           the
principal place of business of MedPro is located at the address referred to in
Section 12.5 of the Indenture and the jurisdiction of MedPro’s organization is
Nevada (or at such other location, notified to the Issuer in accordance with
Section 6.2(b), in a jurisdiction where all action required thereby has been
taken and completed);




6


(f)           except
as set forth on Schedule 1, since its
date of formation, MedPro has not been known by any legal name other than MedPro
Safety Products, Inc., which is MedPro’s exact legal name, nor has MedPro been
the subject of any merger or other reorganization in which its corporate
identity or status was materially changed;




(g)           MedPro
has filed (or caused to be filed) all tax returns and reports required by law to
have been filed by it and has paid all taxes and governmental charges thereby
shown to be owing, except any such taxes or charges that are being diligently
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its
books;




(h)           MedPro
is in compliance with the requirements of all applicable laws, rules,
regulations and orders of all regulatory bodies, administrative agencies or
other tribunals or governmental authorities, bureaus or agencies, a breach of
any of which, individually or in the aggregate, could be reasonably likely to
have a Material Adverse Effect;




(i)           MedPro
has obtained all licenses, permits, franchises and other governmental
authorizations necessary for the ownership of its properties or to the conduct
of its business that, if not obtained, could be reasonably likely to have a
Material Adverse Effect;




(j)           there
is no order, judgment, decree, injunction, stipulation or consent order of or
with any court or other regulatory body, administrative agency or other tribunal
or governmental authority, bureau or agency to which MedPro is subject, and
there is no action, suit, arbitration or regulatory proceeding pending or, to
MedPro’s knowledge, threatened, nor to MedPro’s knowledge is there any
investigation pending or threatened, before or by any court, regulatory body,
administrative agency or other tribunal or governmental authority, bureau or
agency, against MedPro that, individually or in the aggregate, could reasonably
be likely to have a Material Adverse Effect;




(k)           there
is no action, suit, proceeding, arbitration, regulatory or governmental
investigation pending or, to MedPro’s knowledge, threatened before or by any
court, regulatory body, administrative agency or other tribunal or governmental
authority, bureau or agency (i) that could be reasonably likely to have a
Material Adverse Effect or (ii) seeking to prevent the consummation of any of
the transactions contemplated by this Agreement or any other Transaction
Document;




(l)           MedPro
is not required to register as an “investment company” within the meaning of the
Investment Company Act of 1940, as amended, or a “holding company”, a
“subsidiary company” of a “holding company” or an “affiliate” of a “holding
company” or of a “subsidiary company” of a “holding company” within the meaning
of the Public Utility Holding Company Act of 1935, as amended;




(m)           no
portion of the Sale Price shall be used (i) for a purpose which violates, or
would be inconsistent with, Regulation T, U or X promulgated by the Board of
Governors of the Federal Reserve System from time to time or (ii) to acquire any
security in any transaction which is subject to Section 13 or 14 of the
Securities Exchange Act of 1934, as amended;




7


(n)           MedPro
is not a party to, bound by or in breach or violation of the Manufacturing
Agreement, any Principal Document or any other agreement, including any
indenture, lease or license, or any deed or other instrument of conveyance to
which MedPro or its property is subject, or any statute, order or regulation of
any court, regulatory body, administrative agency or other tribunal or
governmental authority, bureau or agency having jurisdiction over it, that has
or may in the future be reasonably expected to have a Material Adverse
Effect;




(o)           the
filings of financing statements under the UCC and other recordings, if any,
required to perfect the security interest granted hereunder in favor of the
Issuer in the Royalty Rights sold, transferred, conveyed, assigned, contributed
and granted on the Closing Date, including those specified in Exhibit B, if any,
have been or shall have been duly made by the Closing Date, and the Issuer has
or shall have the same rights as MedPro has or would have with respect to the
Royalty Rights (if MedPro were still the owner of such Royalty Rights) against
Greiner and other Persons;




(p)           (i)
the Royalty Rights have not been pledged, sold, transferred, conveyed, assigned,
contributed or granted by MedPro to any other Person, (ii) MedPro has good and
marketable title to the Royalty Rights free and clear of any Lien and is the
sole owner thereof, (iii) MedPro has full right to sell, transfer, convey,
assign, contribute and grant the Royalty Rights to the Issuer and (iv) upon the
sale, transfer, conveyance, assignment, contribution and granting of the Royalty
Rights to the Issuer pursuant to Article II, the Issuer shall have good and
marketable title to the Royalty Rights and shall be the sole owner of the
Royalty Rights free and clear of any Lien (other than Liens created by the
Issuer pursuant to or permitted by the Indenture);




(q)           (i)
each of the Manufacturing Agreement and each other Principal Document is
enforceable in accordance with its terms and is in full force and effect, (ii)
each of the Manufacturing Agreement and each other Principal Document is valid
and legally binding and enforceable against MedPro and all other parties
thereto, (iii) MedPro has provided the Issuer with a true, correct and complete
copy of the Manufacturing Agreement and each other Principal Document and all
written amendments thereto through the Closing Date, (iv) there are no oral
waivers or modifications (or pending requests therefor) in respect of the
Manufacturing Agreement or any other Principal Document; and (v) MedPro is not
in default under the Manufacturing Agreement or any other Principal Document and
is not aware of any default by Greiner or any other Person under the
Manufacturing Agreement or any other Principal Document (including with respect
to the execution, delivery and performance of this Agreement and the other
Transaction Documents);




(r)           (i)
Greiner has not given any notice of default under, or termination or breach of,
the Manufacturing Agreement, (ii) MedPro is not aware of any notice of
termination or breach by Greiner with respect to the Manufacturing Agreement,
(iii) no event has occurred that would give Greiner or MedPro the right to
terminate the Manufacturing Agreement, whether as of the Closing Date or because
of events or occurrences existing on or before the Closing Date, including with
respect to the execution, delivery and performance by MedPro or the Issuer of
this Agreement or any other Transaction Documents and (iv) all Royalty Payments
and other payments by Greiner under the Manufacturing Agreement will not be
subject to offset, deduction or reduction for any reason as a result of any VAT,
withholding or other Tax;




8


(s)           under
the terms of the Manufacturing Agreement and the other Principal Documents, no
consent of Greiner, Visual Connections, Hooman Asbaghi or any other Person
(except such consents that have been obtained on or prior to the Closing Date)
is required in respect of the execution, delivery and performance by MedPro and
the Issuer of this Agreement or any other Transaction Document to which MedPro
or the Issuer is a party;




(t)           no
step has been taken or is intended by MedPro or, so far as it is aware, any
other Person, for the winding-up, liquidation, dissolution, administration,
merger or consolidation or for the appointment of a receiver or administrator of
MedPro or all or any of its assets, and, immediately after the sale, transfer,
conveyance, assignment, contribution and granting of the Royalty Rights on the
Closing Date, MedPro will not be rendered insolvent or be unable to pay its
debts as they mature or be left with unreasonably small capital;




(u)           MedPro
has determined, and by virtue of its entering into the transactions contemplated
hereby and its authorization, execution and delivery of this Agreement and the
other Transaction Documents to which it is party, that its conveyance of assets
and incurrence of liability hereunder or thereunder or contemplated hereby or
thereby (i) is in its own best interests, (ii) does not leave it unable to pay
its debts as they become due in the ordinary course of business, (iii) will not
leave it with debts which cannot be paid from the present saleable value of its
property and (iv) will not render it insolvent within the meaning of Section
101(31) of the United States Bankruptcy Code or Section 271 of the New York
Debtor and Creditor Law;




(v)           neither
Visual Connections nor Hooman Asbaghi has given any notice of default under, or
termination or breach of, the Visual Connection Agreements and, to the knowledge
of MedPro, no event has occurred that would give Visual Connections or Hooman
Asbaghi the right to terminate the Visual Connection Agreements, whether as of
the Closing Date or because of events or occurrences existing on or before the
Closing Date;




(w)           MedPro
is not aware of any issued patents or patent applications claiming subject
matter which MedPro may be required to license in order to manufacture and
commercialize the Product, and no third parties has asserted infringement or
other intellectual property claims against MedPro based on such patents or other
intellectual property rights;




(x)           MedPro
has not granted any waiver under the Principal Documents and has not released
the applicable counterparty, in whole or in part, form any of its obligations
under the Principal Documents;




(y)           there
is no action, claim, demand, suit, citation, summon, subpoena, inquiry or
investigation of any nature, civil, criminal, regulatory or otherwise, in law or
in equity, or arbitral or other proceeding by or before any Governmental
Authority or other third party pending or, to the knowledge of MedPro,
threatened against, relating to or affecting the Product, which could reasonably
be expected to result in the issuance of an order restraining, enjoining or
otherwise resulting in the diminution of the benefits contemplated by this
Purchase and Sale Agreement and other Transaction Documents;




9


(z)           to
the knowledge of MedPro, the manufacture, use, sale, offer for sale or
importation of the Product does not infringe upon any third party’s patents or
constitute a misappropriation of a third party’s trade secrets or other
intellectual property rights, each existing as of the Closing Date; neither
MedPro nor any of its Affiliates has received any notice in writing, or
otherwise has knowledge of any facts, that have, or reasonably should have, led
MedPro to believe that the manufacture, use, sale, offer for sale or exportation
of the Product will infringe any rights of a third party existing as of the
Closing Date;




(aa)           MedPro
has not consented to any assignment by any counterparty to any Principal
Document of such counterparty’s rights or obligations under such Principal
Document and, to the knowledge of MedPro, no such counterparty has assigned any
of its rights or obligations under such Principal Document to any
Person;




(bb)           except
for the Principal Documents, neither MedPro nor any of its Affiliates (including
the Issuer) (i) is party to any agreement with any other Person in respect of
the Product and (ii) has any royalty or other payment obligations in respect of
the Product;




(cc)           MedPro
has fulfilled all of its obligations under the Manufacturing Agreement,
including, without limitation, under Section 1.4 thereof, that are required to
be fulfilled by MedPro or any other Person prior to, or as a condition to, both
the occurrence of the Initial Production Date (as defined in the Manufacturing
Agreement) and the commencement of Royalty Payments by Greiner as contemplated
by Section 2.2 of the Manufacturing Agreement; and




(dd)           all
representations and warranties of MedPro under the Pledge and Security
Agreement, MedPro Guarantee, Note Purchase Agreement and Servicing Agreement on
or prior to the Closing Date are true and correct.




ARTICLE
VI


ARTICLE VI
COVENANTS




Section
6.1 Affirmative
Covenants.  MedPro agrees that it shall, in each case, unless
MedPro has received the prior written consent of the Issuer and, so long as the
Notes and other Secured Obligations are outstanding, the Trustee:




(a)           comply
in all material respects with all applicable laws, rules, regulations and orders
with respect to the Principal Documents, the Transaction Documents, the Product,
the Royalty Rights and all ancillary agreements related thereto, the violation
of which could be reasonably likely to have a Material Adverse
Effect;




(b)           (i)
preserve and maintain its existence, (ii) preserve and maintain its rights,
franchises and privileges unless failure to do any of the foregoing could not
have a Material Adverse Effect and (iii) qualify and remain qualified in good
standing as a foreign corporation in each jurisdiction where the failure to
preserve and maintain such existence, rights, franchises, privileges and
qualifications could be reasonably likely to have such a Material Adverse
Effect, including appointing and employing such agents or attorneys in each
jurisdiction where it shall be necessary to take action under this
Agreement;




10


(c)           timely
and fully perform and comply with all covenants, conditions and other provisions
with respect to the Royalty Rights or the Product;




(d)           timely
and fully perform and comply with each of its duties and obligations under each
Principal Document;




(e)           enforce
its rights under the Manufacturing Agreement and the other Principal Documents,
including, without limitation, in respect of the obligations of Greiner under
the Manufacturing Agreement and the reduction or netting of each Visual
Connection Payment to the maximum extent permitted under the Visual Connection
Agreement, in a timely manner, including bringing any action in respect of an
actual or threatened breach by Greiner or any other Person of its obligations
thereunder;




(f)           as
between the Issuer and MedPro, permit the Issuer or the Trustee to cure any
default by MedPro under the Manufacturing Agreement or any other Principal
Document if MedPro is not diligently taking action to cure such default and
cooperate with the Issuer and the Trustee for such purpose and reimburse the
Issuer or the Trustee promptly (but in no event later than two Business Days for
any payment made pursuant to Section 3.7(a)(ii) so funded by the Issuer or the
Trustee (any such reimbursement to the Trustee to be made directly to the
Collection Account); provided, that if the
applicable counterparty shall refuse to accept any such payment from the Issuer
or the Trustee, then, subject to Section 3.7 of the Indenture, MedPro shall
cooperate with the Issuer and the Trustee to cause such payment that is being
funded by the Issuer or the Trustee to be made directly by MedPro to the
applicable counterparty for such purpose;




(g)           file
(or cause to be filed) all tax returns and reports required by law to be filed
by MedPro and pay all taxes and fees required to be paid by it, except any such
taxes and fees that are being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP have been
set aside on its books, and MedPro shall not file any tax return or report under
any name other than its exact legal name; it shall not, and shall not permit the
Issuer to, make any election under Treasury Regulations Section 301.7701-3(c)
(or any successor provision) to classify the Issuer as an association taxed as a
corporation; and, except as otherwise required by law, it shall treat the Notes
as debt of MedPro for U.S. federal income tax purposes;




(h)           (i)
permit the Issuer to participate in the resolution of any dispute between MedPro
and Greiner or any other Person in respect of the Manufacturing Agreement that
may affect the Royalty Rights and to direct any negotiations and any legal
proceedings of any kind, judicial or administrative, that may arise in
connection with any dispute between MedPro, the Issuer and Greiner or any other
Person in respect of the Royalty Rights, (ii) promptly provide written notice to
the Trustee and Servicer of any such dispute and (iii) if any such dispute could
reasonably be expected to have a Material Adverse Effect, keep the Trustee and
Noteholders informed concerning such negotiations or legal proceedings and, if
requested by Noteholders holding a majority in Outstanding Principal Balance of
the Notes, consult with the representative or committee designated by such
Noteholders or Trustee concerning such negotiations or legal
proceedings;




11


(i)           permit the Issuer to participate in the resolution
of any dispute between MedPro
andVisual Connections and other
Personsin respect ofany Visual ConnectionAgreement and to direct any negotiations and any legal
proceedings of any kind, judicial or administrative, that may arise in
connection with any dispute betweenMedProandVisual
Connection or any other Person thereunder;promptly provide written notice to the Issuer, the Trustee and the
Servicer of any suchdispute between MedPro
on the one hand and any other Person on the other hand in respect of any
Principal Document; and, if any such dispute could reasonably be expected to
have a Material Adverse Effect, keep the Issuer and the Trustee (or a
representative designated by the Trustee at the Direction ofNoteholders)informed
concerning such negotiations or legal
proceedings and, if requested by Noteholders holding a majority in
Outstanding Principal Balance of the Notes, consult with the representative or committee designated
by such Noteholders concerning such negotiations or legal
proceedings;




(j)           maintain
in place all policies and procedures, and take and continue to take all actions,
described in the assumptions as to facts relating to the separateness of the
Issuer and MedPro set forth in, and forming the basis of, any opinions delivered
pursuant to Section 5.4 of the Note Purchase Agreements, and comply with, and
cause compliance with, the separateness provisions of the LLC Operating
Agreement, the Indenture and the other Transaction Documents;




(k)           provide
promptly the Trustee with written notice of the institution of any proceeding by
or against MedPro  or any of its Affiliates seeking to adjudicate it a
bankrupt or insolvent, or seeking liquidation, winding-up, reorganization,
arrangement, adjustment, protection, relief or composition of its debts under
any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a
receiver, trustee or other similar official for it or for any substantial part
of its property;




(l)           comply
with, and cause compliance with, MedPro’s certificate of incorporation and
bylaws;




(m)           if
MedPro shall receive any Royalty Payments notwithstanding the instructions set
forth in Section 4.1, deliver such Royalty Payments to the Issuer for deposit
directly into the Collection Account in the exact form received with all
necessary endorsements within one Business Day following MedPro’s receipt
thereof;




(n)           cause
the Issuer to perform its obligations under the Transaction Documents to which
the Issuer is a party for so long as MedPro is the owner of
the  membership interests of the Issuer; following any termination of
the Manufacturing Agreement (i) use commercially reasonable efforts to enter
into an agreement or other arrangements, which shall be substantially identical
to the Manufacturing Agreement, with a party that will be reasonably acceptable
to the Issuer and Noteholders comprising a majority of the Outstanding Principal
Balance, pursuant to which such party will commercialize and market the Product
and the intellectual property rights related to the Product, and (ii) in the
event that MedPro fails to enter into an agreement that satisfies the
requirements of clause (i) within six months of the termination of the
Manufacturing Agreement, transfer to the Issuer the Product and the intellectual
property rights related to the Product for use worldwide pursuant to
documentation satisfactory to Noteholders comprising a majority of the
Outstanding Principal Balance;




12


(o)           make
reasonably available its respective records and personnel to the Issuer in
connection with any prosecution of litigation by the Issuer against any party to
any of the Principal Documents to enforce any of the Issuer’s rights under any
such Principal Document; and




(p)           use
its commercially reasonable efforts to preserve, maintain and maximize the
commercial value of the Product, including obtaining patent term extensions when
available and patent listing in the U.S. Food and Drug Administration Electronic
Orange Book for the Product when applicable.




Section
6.2  Negative
Covenants.  MedPro agrees that it shall not, in each case,
without the prior written consent of the Issuer and, so long as the Notes and
other Secured Obligations are outstanding, the Trustee:




(a)           except
as otherwise provided herein, in any other Transaction Document or in the
Manufacturing Agreement, in each case with respect to the transactions
contemplated by the Transaction Documents, directly or indirectly, sell, assign
(by operation of law or otherwise) or otherwise dispose of, or create, incur,
assume or suffer to be created or to exist any Lien on any of its rights, title
or beneficial interest in, to or under, whether directly or indirectly, (i) the
Issuer, (ii) the Product, (iii) any Royalty Payments or (iv) any other Royalty
Rights, in each case other than for the benefit of the Noteholders (including
the pledge of the membership interests held by MedPro in the Issuer pursuant to
the Pledge and Security Agreement);




(b)           change
its name, identity, structure or jurisdiction or organization without first
giving 30 days prior written notice to the Issuer, the Servicer and the Trustee;
provided, however, that if any
change in MedPro’s name, identity, structure or jurisdiction of organization
would make any financing or continuation statement or notice of Lien filed in
connection with this Agreement seriously misleading within the meaning of
applicable provisions of the UCC, MedPro hereby authorizes the Issuer and the
Trustee to file such amendments as may be required to preserve and protect the
Issuer’s title and interest in and to the Royalty Rights and proceeds thereof
and the collateral, if any, related thereto; it is understood that, during the
term of this Agreement, MedPro shall maintain its jurisdiction of incorporation
in the United States;




(c)           assign
amend, modify, supplement or restate the Manufacturing Agreement, enter into any
new agreement in respect of the Royalty Rights or the Product or the
intellectual property rights related to the Product or exercise or waive any
right or option, fail to exercise any right or option or grant any consent in
respect of the Royalty Rights or the intellectual property rights related to the
Product in any manner that could, in any case, have a Material Adverse Effect or
materially adversely affect the Issuer, the Trustee or the Noteholders with
respect thereto or conflict with or cause an Event of Default under, or breach
of, this Agreement, any other Transaction Document or the Manufacturing
Agreement or any other Principal Document;




(d)           terminate
(or agree with Greiner to any termination thereof by mutual agreement) in whole
or in part the Manufacturing Agreement or any other Principal
Document;




13


(e)           take
any action to waive, repeal, amend, vary, supplement or otherwise modify the
Issuer’s or MedPro’s organizational documents in a manner that could adversely
affect the rights, privileges or preferences of any Noteholder;




(f)           take
any action or cause or permit the Issuer (except as required by law) to take any
action to cause the Issuer to become subject to a Voluntary Bankruptcy or an
Involuntary Bankruptcy;




(g)           take
any action to dissolve the Issuer or MedPro;




(h)           assert
or waive its right to cure any of its defaults under the Manufacturing Agreement
by granting Greiner or its successors or its or their sublicensees a fully
paid–up license to the intellectual property rights related to the
Product;




(i)           MedPro
shall not, and shall not permit any of its Subsidiaries to, incur, create,
issue, assume, Guarantee or otherwise become liable for or with respect to, or
become responsible for, the payment of, contingently or otherwise, whether
present or future (in any such case, to “Incur”), Indebtedness; provided,
however, that (a) MedPro and its Subsidiaries may  Incur Indebtedness
under the MedPro Guarantee or otherwise in favor of the Trustee for the benefit
of the Noteholders, (b) MedPro and its Subsidiaries (other than the Issuer) may
Incur Indebtedness in an aggregate amount not to exceed $7,500,000 and (c)
MedPro and its Subsidiaries (other than the Issuer) may Incur unsecured
Indebtedness and unsecured guarantees of such Indebtedness in an aggregate
amount not to exceed $15,000,000; provided that all Indebtedness described in
this clause (c) is subordinated to all MedPro Obligations (as defined in the
Pledge and Security Agreement) pursuant to a subordination agreement reasonably
satisfactory to the Trustee and the Holders of a majority of the Outstanding
Principal Balance of the Notes, no payments on the principal amounts of such
subordinated Indebtedness shall be permitted so long as any MedPro Obligations
are outstanding and no interest or other payments in respect of such
subordinated Indebtedness shall be permitted so long as any Default or Event of
Default has occurred and is continuing and, at the time of Incurrence of such
subordinated Indebtedness, no Default or Event of Default has occurred and is
continuing or would be caused thereby;




(j)           MedPro
shall not, and shall not permit any of its Subsidiaries to, consolidate with,
merge or consolidate with or into, or sell, convey, transfer, lease or otherwise
dispose of, directly or indirectly, including pursuant to any dividend,
distribution, redemption, repurchase or other transaction, all or substantially
all of its property and assets to, any other Person provided, however, that such
prohibition shall not apply (except with respect to the Issuer) if the combined
company or Person, immediately following any such merger, consolidation,
disposition or such other transaction, shall have a coverage ratio of EBITDA to
Fixed Charges of 2.0 to 1 or greater (based on the last four quarters of
financial information as set forth in financial statements prepared in
accordance with generally accepted accounting principles), no Default or Event
of Default has occurred and is continuing or would be caused thereby and each
such combined company and Person acquiring such property and assets assumes all
of MedPro’s obligations under the MedPro Guarantee, Pledge and Security
Agreement and other Transaction Documents pursuant to an assumption agreement
and other documentation reasonably satisfactory to the Issuer and the
Trustee.




14


(k)           MedPro
shall not sell, convey, transfer, lease or otherwise dispose of, directly or
indirectly, the Product, the Royalty Rights or any proceeds thereof to any other
Person other than the Issuer, including pursuant to any dividend, distribution,
redemption, repurchase or other transaction.




(l)           MedPro
shall not, and shall not permit and of its Subsidiaries to, sell, convey,
transfer, lease or otherwise dispose of, directly or indirectly, any material
portion of its other property and assets to any other Person, including pursuant
to any dividend, distribution, redemption, repurchase or other transaction,
unless MedPro or such Subsidiary, as the case may be, receives consideration at
least equal to the fair market value (such fair market value to be determined on
the date of contractually agreeing to such transaction), as determined in good
faith by the Board of Directors (including as to the value of all non-cash
consideration), of the property and assets subject to such
transaction.




(m)           MedPro
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, enter into, renew or extend any transaction (including the purchase,
sale, lease or exchange of property or assets, or the rendering of any service)
with any of its Affiliates except upon fair and reasonable terms no less
favorable to MedPro or such Subsidiary, as the case may be, than could be
obtained, at the time of such transaction or at the time of the execution of the
agreement providing therefor, in a comparable arm’s-length transaction with a
Person that is not such an Affiliate.  The parties expressly agree
that each Transaction Document satisfies the provisions of this Section
6.2(m).




Section
6.3  Reporting.  MedPro
agrees that it shall, in each case, unless MedPro shall have received the prior
written consent of the Issuer and, so long as the Notes are outstanding, the
Trustee:




(a)           at
least 30 Business Days prior to any change in MedPro’s name, deliver to the
Issuer and Servicer a notice setting forth the new name and the effective date
thereof;




(b)           make
available such other information as the Issuer or the Trustee may, from time to
time, reasonably request with respect to the Royalty Rights or the condition or
operations, financial or otherwise, of MedPro which is reasonably likely to
impact or affect the performance of MedPro’s obligations hereunder or its
compliance with the terms, provisions and conditions of any Transaction Document
or Principal Document;




(c)           promptly
(but in no event more than five Business Days after receipt) provide to the
Issuer and Servicer copies of all correspondence and notices between MedPro and
Greiner or any other Person regarding the Manufacturing Agreement and between
MedPro and Visual Connections or Hooman Asbaghi or any other Person regarding
the Visual Connection Agreements, including copies of notices or other
communications it receives under Section 2.2(c) of the Manufacturing Agreement,
if such correspondence or notices relate to or could reasonably be expected to
affect the Royalty Rights or the Product;




(d)           deliver
to the Issuer and Servicer, with a copy to the Trustee, within 120 days after
the end of each fiscal year of MedPro ending after the date hereof, a
certificate of a Responsible Officer, stating whether or not, to the best
knowledge of such Responsible Officer, any party to the Manufacturing Agreement
or the Visual Connection Agreements is in default in the performance and
observance of any of the terms, provisions and conditions of the Manufacturing
Agreement or the Visual Connection Agreements (without regard to any period of
grace or requirement of notice provided thereunder) and, if any such party shall
be in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge; and




15


(e)           promptly
after a Responsible Officer has knowledge of any of the following events or
situations, provide written notification to the Issuer and Servicer, with a copy
to the Trustee, of the circumstances regarding such event or situation, both
initially and in respect of subsequent changes and developments regarding such
event or situation, and a written summary of the actions taken or proposed to be
taken by MedPro in response thereto, if any:




(i)         an
act or failure to act of any party to the Manufacturing Agreement or the Visual
Connection Agreements or other Person that would constitute a default thereunder
or that would give rise to the right of any party to exercise any remedies
thereunder, including a right to terminate the Manufacturing Agreement or the
Visual Connection Agreements;




(ii)         any
actual or threatened termination by Greiner of the Manufacturing Agreement or by
Visual Connections of the Visual Connection Agreements in whole or in part;
or




(f)           during
any period in which MedPro is not subject to Section 13 or 15(d) of the Exchange
Act, deliver to the Issuer and the Trustee (i) audited financial statements of
MedPro with respect to its most recent fiscal year no later than 120 days after
the end of such fiscal year and (ii) unaudited interim financial statements of
MedPro with respect to each fiscal quarter (except for fiscal year-end) no later
than 45 days after the end of such fiscal quarter, in each case, prepared in
accordance with GAAP in all material respects; and




(g)           in
the event that MedPro or any of its Subsidiaries enters into a transaction
described in Section 6.2(i)(b) or (c), 6.2(j) or 6.2(l) hereof, MedPro shall
promptly provide written notification of such transaction to the Issuer, the
Trustee and upon request of a Noteholder, such Noteholder, which shall certify
that such transaction occurred in compliance with this Agreement and the other
Transaction Documents, together with copies of the documentation entered into by
MedPro and its Subsidiaries in connection therewith.




ARTICLE
VII


ARTICLE VII ADDITIONAL
RIGHTS AND OBLIGATIONS




Section
7.1 Responsibilities of
MedPro.  Anything herein to the contrary
notwithstanding:




(a)           MedPro
shall perform its obligations hereunder, and the exercise by the Issuer or its
designee of its rights hereunder shall not relieve MedPro from such
obligations;




(b)           the
Issuer shall perform its obligations hereunder; and




16


(c)           none
of the Trustee, the Issuer or any other Indemnified Party shall have any
obligation or liability to Greiner or any other third Person with respect to any
of the Royalty Rights or any related agreements, nor shall the Trustee or any
other Indemnified Party be obligated to perform any of the obligations of MedPro
or the Issuer thereunder.




Section
7.2  Further
Action Evidencing Sale.




(a)           MedPro
agrees that, from time to time, at its expense, it shall promptly execute and
deliver all further instruments and documents, and take all further action, that
the Issuer may reasonably request in order to perfect, protect or more fully
evidence the sale, transfer, conveyance, assignment, contribution and granting
of the Royalty Rights hereunder or to enable the Issuer to exercise or enforce
any of its rights hereunder or under any other Transaction
Document.  Without limiting the generality of the foregoing, MedPro
hereby authorizes the Issuer and the Trustee to execute and file such financing
or continuation statements, or amendments thereto or assignments thereof, and
such other instruments or notices, as may be necessary or
appropriate.




(b)           MedPro
hereby authorizes the Issuer, or its designee, and the Trustee to file one or
more financing or continuation statements, and amendments thereto and
assignments thereof, relative to all or any of the Royalty Rights now existing
or hereafter generated by MedPro.  If MedPro fails to perform any of
its agreements or obligations under this Agreement, the Issuer or its designee
may (but shall not be required to) itself perform, or cause performance of, such
agreement or obligation, and the expenses of the Issuer or its designee incurred
in connection therewith shall be payable by MedPro.




Section
7.3  Application of
Collections.  Any payment by Greiner in respect of any
indebtedness owed by it to MedPro shall, unless otherwise instructed by the
Issuer and the Trustee, be applied as a Collection with respect to an Royalty
Right under the Indenture to the extent of any amounts then due and payable
thereunder before being applied to any other indebtedness of Greiner owed to
MedPro.




ARTICLE
VIII


INDEMNIFICATION




Section
8.1 Indemnification by
MedPro.  Without limiting any other rights that the Issuer may
have hereunder or under applicable law, MedPro hereby agrees to indemnify,
defend and hold harmless the Issuer and each of its directors, officers,
members, managers, employees and agents (each of the foregoing Persons being
individually called an “Indemnified Party”),
forthwith on demand, from and against any and all damages, losses, claims,
judgments, liabilities and related costs and expenses, including reasonable
attorneys’ and other experts’ fees and expenses (all of the foregoing being
collectively called “Indemnified Amounts”)
awarded against or incurred by any of them arising out of or as a result of (i)
any breach of representation or warranty or other misrepresentation by MedPro
hereunder or under any other Transaction Document or Principal Document to which
it is a party, (ii) the failure of MedPro to observe or perform its respective
obligations under this Agreement or any other Transaction Document or Principal
Document to which it is party, (iii) claims asserted against an Indemnified
Party relating to the transactions contemplated herein or therein or the use of
proceeds herefrom or therefrom, excluding, however, Indemnified Amounts to the
extent resulting from gross negligence or willful misconduct on the part of such
Indemnified Party as determined by a final order of a court of competent
jurisdiction, and (b) any special, indirect, consequential or punitive damages
(except for any such damages payable to a third party).  If for any
reason the indemnification provided in this Section 8.1 is unavailable to an
Indemnified Party or is insufficient to hold such Indemnified Party harmless,
then MedPro shall contribute to the amount paid or payable by such Indemnified
Party to the maximum extent permitted under applicable law.




17


ARTICLE
IX


ARTICLE IX
MISCELLANEOUS




Section
9.1 Transfers
Intended as Sales.  Each of the parties hereto expressly
intends and agrees that the sale, transfer, conveyance, assignment, contribution
and granting of the Royalty Rights contemplated and effected under this
Agreement are complete and absolute sales and contributions rather than pledges
or assignments of only a security interest and shall be given effect as such for
all purposes.  If, however, notwithstanding the express intent of the
parties hereto, such sale, transfer, conveyance, assignment, contribution and
granting are deemed to be a secured financing, MedPro hereby grants to the
Issuer a security interest in all of MedPro’s right, title and interest in, to
and under the following, in each case, whether now owned or existing or
hereafter acquired or arising, and wherever located: (a) the Royalty Rights; and
(b) any and all additions and accessions to any of the foregoing, all
improvements thereto, all substitutions and replacements therefor and all
products and proceeds thereof, to secure all of MedPro’s obligations in
connection with such secured financing and the other Transaction Documents and
all other Secured Obligations and MedPro Obligations (as defined in the Pledge
and Security Agreement), and this Agreement constitutes a security
agreement.  The sale, transfer, conveyance, assignment, contribution
and granting of the Royalty Rights shall be reflected on MedPro’s balance sheet
and other financial statements and computer records as a sale of assets to the
Issuer.  The sale, transfer, conveyance, assignment, contribution and
granting by MedPro of the Royalty Rights hereunder are and shall be without
recourse to, or representation or warranty (express or implied) by, MedPro,
except as otherwise specifically provided herein and in the other Transaction
Documents.  The limited rights of recourse specified herein against
MedPro are intended to provide, among other things, a remedy for breach of
representations and warranties relating to the condition of the assets sold,
breach of the covenants in this Agreement and the other Transaction Documents or
for other indemnified amounts.




Section
9.2 Specific
Performance.  Issuer and MedPro acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement or the other Transaction Documents were not performed in accordance
with their specific terms or were otherwise breached.  It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement or
the other Transaction Documents and to enforce specifically the terms and
provisions hereof or thereof, this being in addition to any other remedy to
which any of them may be entitled by law or equity.




Section
9.3 Notices.  All
notices, demands, certificates, requests, directions, instructions and
communications hereunder (“Notices”) shall be in
writing and shall be effective (a) upon receipt when sent through the mails,
registered or certified mail, return receipt requested, postage prepaid, with
such receipt to be effective the date of delivery indicated on the return
receipt, (b) upon receipt when sent by an overnight courier, (c) on the date
personally delivered to an authorized officer of the party to which sent, (d) on
the date transmitted by legible telecopier transmission with a confirmation of
receipt or (e) in the case of any report which is of a routine nature, on the
date sent by first class mail or overnight courier or transmitted by legible
telecopier transmission, in all cases, with a copy emailed to the recipient at
the applicable address, addressed to the recipient in accordance with Section
12.5 of the Indenture.  A copy of each notice given hereunder to any
party hereto shall also be given to each of the other parties
hereto.  Each party hereto may, by notice given in accordance herewith
to each of the other parties hereto, designate any further or different address
to which subsequent Notices shall be sent.




18


Section
9.4 CHOICE OF
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW OTHER THAN SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.




Section
9.5 Counterparts.  This
Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all of such counterparts shall
together constitute but one and the same instrument.




Section
9.6 Amendment.




(a)           The
provisions of this Agreement may from time to time be amended, modified,
supplemented, restated or waived, if such amendment, modification, supplement,
restatement or waiver is in writing and consented to by each of the parties
hereto and the Trustee so long as the Notes and the other Secured Obligations
are outstanding.




(b)           No
failure or delay on the part of the Issuer, MedPro or any Person specified in
Section 9.9 in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power or right
preclude any other or further exercise thereof or the exercise of any other
power or right.  No notice to or demand on the Issuer or MedPro in any
case shall entitle it to any notice or demand in similar or other
circumstances.  No waiver or approval by the Issuer under this
Agreement shall, except as may otherwise be stated in such waiver or approval,
be applicable to subsequent transactions.  No waiver or approval under
this Agreement shall require any similar or dissimilar waiver or approval
thereafter to be granted hereunder.




(c)           The
Transaction Documents contain a final and complete integration of all prior
expressions by the parties hereto and thereto with respect to the subject matter
hereof and thereof and shall constitute the entire agreement among the parties
hereto and thereto with respect to the subject matter hereof and thereof,
superseding all prior oral or written understandings.




19


Section
9.7 Severability
of Provisions.  If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other covenants, agreements, provisions or terms of this
Agreement.




Section
9.8 Binding
Effect; Assignability; Survival.  This Agreement shall be
binding upon and inure to the benefit of the Issuer, MedPro, the Secured Parties
and their respective successors and permitted assigns.  None of MedPro
or the Issuer may assign any of its rights hereunder or any interest herein
without the prior written consent of the other parties and, in the case of
MedPro, so long as the Notes are outstanding, the Trustee, except as otherwise
herein specifically provided.  This Agreement shall create and
constitute the continuing obligations of the parties hereto in accordance with
its terms, and shall remain in full force and effect until such time as the
parties hereto shall agree, it being agreed that the parties hereto shall not
terminate this Agreement at any time prior to payment in full of the Notes and
the other Secured Obligations.  The rights and remedies with respect
to any breach of any representation and warranty made by MedPro pursuant to
Section 5.1 and the indemnification and payment provisions of Article VIII and
Section 9.11 (and any other similar provisions in the other Transaction
Documents) shall be continuing and shall survive any termination of this
Agreement.




Section
9.9 Acknowledgement and
Agreement.  MedPro expressly acknowledges and agrees that all
of the Issuer’s right, title and interest in, to and under this Agreement
(including the Issuer’s rights under the Servicing Agreement) shall be pledged
and assigned to the Trustee as collateral by the Issuer pursuant to the
Indenture, and MedPro consents to such pledge and assignment.  Each of
the parties hereto acknowledges and agrees that the Trustee, acting on behalf of
the Noteholders, shall be entitled to exercise the rights of the Issuer to give
consents under Section 6.2 and the other provisions hereof, to receive materials
under Section 6.3(d) and Section 6.3(e) and the other provisions hereof and to
enforce the rights set forth in Section 6.1(g) and the other provisions
hereof.  Each of the parties hereto further acknowledges and agrees
that the rights of the Issuer arising hereunder that have been assigned and
pledged to the Trustee under the Indenture may, except as set forth in the
preceding sentence, be enforced by the Trustee only so long as an Event of
Default has occurred and is continuing and the Trustee is exercising remedies
under the Indenture, in each case at the direction of Noteholders holding a
majority in Outstanding Principal Balance of the Senior Class of
Notes.  In all other cases, the Issuer shall have the right to give
and withhold consents and exercise or refrain from exercising rights and
remedies hereunder.




Section
9.10 Cumulative
Remedies.  The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.  Without limiting the
foregoing, MedPro hereby authorizes the Issuer, at any time and from time to
time, to the fullest extent permitted by law, to offset any amounts payable by
the Issuer to, or for the account of, MedPro against any obligations of MedPro
to the Issuer arising in connection with the Transaction Documents (including
amounts payable pursuant to Section 8.1) that are then due and
payable.




20


Section
9.11 Costs,
Expenses and Taxes.  In addition to the obligations of MedPro
under Article VIII, MedPro agrees:




(a)           to
pay to the Issuer on demand all reasonable costs and expenses incurred by the
Issuer and the Trustee in connection with the enforcement of this Agreement and
the other Transaction Documents to be delivered hereunder;




(b)           to
indemnify the Issuer on an after-tax basis for any stamp and other taxes and
fees payable or determined to be payable in connection with the execution,
delivery, filing and recording of this Agreement or the other Transaction
Documents to be delivered hereunder, and to indemnify each Indemnified Party on
an after-tax basis in respect of any liabilities with respect to such taxes and
fees; and




(c)           to
indemnify the Issuer on an after-tax basis for any U.S. federal, state, local or
foreign income, franchise or other taxes imposed on income or assets (including
any interest, penalties or accountant or counsel fees incurred in connection
with such taxes) asserted against the Issuer at any time that the Notes are
outstanding.




Section
9.12 No
Proceedings.  MedPro hereby agrees that it will not institute
against the Issuer, or join any Person in instituting against the Issuer, any
insolvency or similar proceeding (namely, any Voluntary Bankruptcy or
Involuntary Bankruptcy) until one year and one day after the date on which the
Notes have been paid in full.  The provisions of this Section 9.12
shall survive the termination of this Agreement.




Section
9.13 Consent to
Jurisdiction.  Any legal action or proceeding with respect to
this Agreement may be brought in the courts of the Borough of Manhattan, The
City of New York or of the United States federal court sitting in the Borough of
Manhattan, The City of New York, and, by execution and delivery of this
Agreement, each party hereto consents, for itself and in respect of its
property, to the non-exclusive jurisdiction of those courts.  Each
party hereto irrevocably consents to service of process in the manner provided
for notices in Section 9.3.  Nothing in this Agreement shall affect
the right of any party hereto to serve process in any other manner permitted by
law.  Each party hereto irrevocably waives, to the maximum extent
permitted by law, any objection, including any objection to the laying of venue
or based on the grounds of forum non conveniens, that it may now or hereafter
have to the bringing of any action or proceeding in such jurisdiction in respect
of this Agreement or any document related hereto.  Each party hereto
waives personal service of any summons, complaint or other process, which may be
made by any other means permitted by New York law and irrevocably waives trial
by jury.




[SIGNATURE
PAGE FOLLOWS]




21




IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above




MEDPRO
      INVESTMENTS, LLCBy:
              /s/
      Marc T. RayName:  Marc
      T. RayTitle: Manager




MEDPRO
      SAFETY PRODUCTS, INC.By:
              /s/
      Marc T. RayName:  Marc
      T. RayTitle: VP
      Finance and Chief Financial Officer




[Signature
Page to the Purchase And Sale Agreement]


EXHIBIT
A




FORM
OF BILL OF SALE AND UNDERTAKING




This BILL
OF SALE AND UNDERTAKING is dated as of September 1, 2010 between MedPro Safety
Products, Inc., a Nevada corporation (“MedPro”), and MedPro
Investments, LLC, a Delaware limited liability company (the “Issuer”).




RECITALS




WHEREAS,
MedPro desires to sell, transfer, convey, assign, contribute and grant to the
Issuer, and the Issuer desires to purchase and accept from MedPro, all of
MedPro’s right, title and interest in, to and under the Royalty Rights (as
defined below), on the terms and conditions set forth in the Purchase and Sale
Agreement between MedPro and the Issuer dated as of September 1, 2010 (the
“Agreement”);




NOW,
THEREFORE, in consideration of the premises and the mutual agreements set forth
in the Agreement and of other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as
follows:




1.
            MedPro,
      by this Bill of Sale and Undertaking, does hereby sell, transfer, convey,
      assign, contribute, grant, release, set over, confirm and deliver to the
      Issuer, and the Issuer does hereby purchase and accept (v) all of MedPro’s
      right, title and interest in, to and under the Medical Supply
      Manufacturing Agreement dated as of July 14, 2010 (as amended,
      supplemented or otherwise modified from time to time, the “Manufacturing
      Agreement”) between Greiner Bio-One GmbH (“Greiner”) and
      MedPro, including, without limitation, all of MedPro’s rights: (i) to
      receive all royalty and other payments under Section 2.2 of the
      Manufacturing Agreement or any other successor agreement or other
      agreement evidencing Royalty Rights, in each case, that become payable
      after the issuance of the Issuer’s MedPro Investments Senior Secured __%
      Notes due 2016 (the “Royalty
      Payments”), (ii) to receive monthly statements from Greiner
      pursuant to Section 2.2(c) of the Manufacturing Agreement, (iii) to make
      indemnification claims against Greiner pursuant to Section 7.3 of the
      Manufacturing Agreement and (iv) to the proceeds of and the rights to
      enforce each of the foregoing, (w) any rights similar to those described
      in clause (v) above under any agreement entered into by MedPro pursuant to
      Section 6.1(l) of the Agreement or otherwise following the termination of
      the Manufacturing Agreement or otherwise (collectively, the “Royalty
      Rights”), (x) all books, records, ledger cards, files,
      correspondence, computer programs, tapes, disks and related data
      processing software that at any time evidence or contain information
      relating to any of the foregoing property or are otherwise necessary or
      helpful in the collection thereof or realization thereupon, (y) all
      documents of title, policies and certificates of insurance, securities,
      chattel paper and other documents or instruments evidencing or pertaining
      to any of the foregoing property and (z) all proceeds and products of any
      and all of the foregoing property, including all
  Proceeds.




2.
            MedPro
      hereby covenants that, at any time or from time to time after the date
      hereof, at the Issuer’s reasonable request and without further
      consideration, MedPro shall execute and deliver to the Issuer such other
      instruments of sale, transfer, conveyance, assignment, contribution,
      granting and confirmation, provide such materials and information and take
      such other actions, each as the Issuer may reasonably deem necessary to
      sell, transfer, convey, assign, contribute, grant, release, set over,
      confirm and deliver to the Issuer, and to confirm the Issuer’s title to,
      the Royalty Rights and to put the Issuer in actual possession and
      operating control of such Royalty Rights and assist the Issuer in
      exercising all rights with respect
thereto.




A-1




3.
            MedPro
      represents, warrants and covenants that (i) it has absolute title to the
      Royalty Rights free and clear of all Liens (as defined in the Agreement),
      (ii) it has not made any prior sale, transfer, conveyance, assignment,
      contribution, granting, release, setting over, confirmation or delivery of
      the Royalty Rights, (iii) it has the present lawful right, power and
      authority to sell, transfer, convey, assign, contribute, grant, release,
      set over, confirm and deliver the Royalty Rights to the Issuer and (iv)
      all action has been taken which is required to make this Bill of Sale and
      Undertaking, and this Bill of Sale and Undertaking is, a legal, valid and
      binding obligation of MedPro.




4.
            MedPro
      covenants to forever warrant and defend the sale of the Royalty Rights to
      the Issuer, its successors and assigns against any person or entity
      claiming an interest in the Royalty Rights, and MedPro shall defend its
      right to sell the Royalty Rights against all lawful claims and
      demands.




5.
            This
      Bill of Sale and Undertaking shall be binding upon and inure to the
      benefit of MedPro, the Issuer and their respective successors and assigns,
      for the uses and purposes set forth and referred to above, effective
      immediately upon its delivery to the
Issuer.




6.
            THIS
      BILL OF SALE AND UNDERTAKING SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE INTERNAL PURCHASE AND SALE AGREEMENT SUBSTANTIVE LAWS
      OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING
      TO CONFLICTS OF LAW OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
      LAW OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
      THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS.




7.
            This
      Bill of Sale and Undertaking may be executed in any number of
      counterparts, each of which so executed shall be deemed to be an original,
      but all of such counterparts shall together constitute but one and the
      same instrument.




A-2




IN WITNESS WHEREOF, the parties hereto
have executed this Bill of Sale and Undertaking as of the day and year first
written above.




MEDPRO
      SAFETY PRODUCTS, INC.By:Name:Title:


MEDPRO
      INVESTMENTS, LLCBy:Name:Title:




A-3




EXHIBIT
B




UCC
FINANCING STATEMENTS




1.
            A
      Form UCC-1 Financing Statement will be filed with the Secretary of State
      of the State of Nevada naming MedPro as debtor/seller, the Issuer as
      secured party/assignor and the Trustee as secured
      party/assignee.









SCHEDULE
1




PRIOR
NAMES AND MERGERS





MedPro,
Inc. incorporated in Kentucky on January 19, 1995.





Changes
domicile through merger into wholly owned Delaware subsidiary, MedPro, Inc. on
August 31, 1999.





MedPro
Safety Products Inc., a Nevada corporation, is the surviving corporation of the
merger of MedPro, Inc., a Delaware corporation, into Dentalserv.com, a Nevada
corporation and public shell company.  The merger was effective on
December 28, 2007.  A copy of the Certificate of Merger is attached to
the Secretary Certificate of MedPro Safety Products, Inc.




Schedule 1


SCHEDULE
2





CASH
PURCHASE PRICE





Fifth
      Third Bank
            
            $
            1,255,752.28Vision
      Opportunity Master Fund
            
            $
            2,857,213.88Wing
      Reserve Account
            
            $
            7,870,000.00MedPro
            
            $
            6,665,588.48Cash
      Purchase Price
            
            $
            18,648,554.64