Exhibit
10.8


PLEDGE
AND SECURITY AGREEMENT




MADE
BY




MEDPRO
SAFETY PRODUCTS, INC.




TO




U.S.
BANK NATIONAL ASSOCIATION, AS TRUSTEE




DATED
AS OF SEPTEMBER 1, 2010









Table
of Contents







PageARTICLE I.
            
            DEFINITIONS
            
            
            2Section
      1.1
            
            Defined
      Terms
            
            
            2Section
      1.2
            
            Other
      Definitional Provisions
            
            
            3Section
      1.3
            
            Other
      Terms
            
            
            3Section
      1.4
            
            Computation
      of Time Periods
            
            
            3ARTICLE
      II.
            
            PLEDGE
            
            
            4Section
      2.1
            
            Pledge
            
            
            4Section
      2.2
            
            Dividends
      and Distributions
            
            
            4ARTICLE
      III.
            
            DELIVERY
      OF COLLATERAL
            
            
            5Section
      3.1
            
            Delivery
      of Collateral
            
            
            5Section
      3.2
            
            Recording
      of Encumbrance
            
            
            5Section
      3.3
            
            Equity
      Interests
            
            
            5ARTICLE
      IV.
            
            REPRESENTATIONS
      AND WARRANTIES
            
            
            5Section
      4.1
            
            Representations
      and Warranties
            
            
            5ARTICLE
      V.
            
            SUPPLEMENTS;
      FURTHER ASSURANCES
            
            
            7Section
      5.1
            
            Supplements
            
            
            7Section
      5.2
            
            Further
      Assurances
            
            
            8ARTICLE
      VI.
            
            COVENANTS
            
            
            8Section
      6.1
            
            No
      Encumbrances
            
            
            8Section
      6.2
            
            Notices
            
            
            8Section
      6.3
            
            Voting
      Rights
            
            
            8Section
      6.4
            
            Equity
      Interests
            
            
            9Section
      6.5
            
            Legal
      Subsistence
            
            
            9Section
      6.6
            
            Compliance
      with Laws
            
            
            9Section
      6.7
            
            Taxes
            
            
            9Section
      6.8
            
            Modifications
            
            
            10Section
      6.9
            
            No
      Liquidation
            
            
            10Section
      6.10
            
            Monies
      Held in Trust
            
            
            10Section
      6.11
            
            No
      Claims
            
            
            10ARTICLE
      VII.
            
            SECURED
      PARTY APPOINTED ATTORNEY-IN-FACT
            
            
            10Section
      7.1
            
            Secured
      Party Appointed Attorney-In-Fact
            
            
            10ARTICLE
      VIII.
            
            REASONABLE
      CARE
            
            
            11Section
      8.1
            
            Reasonable
      Care
            
            
            11ARTICLE
      IX.
            
            NO
      LIABILITY
            
            
            11Section
      9.1
            
            No
      Liability
            
            
            11ARTICLE
      X.
            
            REMEDIES
      UPON EVENT OF DEFAULT
            
            
            12Section
      10.1
            
            Remedies
      Upon Event of Default
            
            
            12ARTICLE
      XI.
            
            EXPENSES
            
            
            14Section
      11.1
            
            Expenses
            
            
            14ARTICLE
      XII.
            
            NO
      WAIVER
            
            
            15









Table
of Contents (cont.)




PageSection
      12.1
            
            No
      Waiver
            
            
            15ARTICLE
      XIII.
            
            AMENDMENTS
            
            
            15Section
      13.1
            
            Amendments
            
            
            15ARTICLE
      XIV.
            
            RELEASE;
      TERMINATION
            
            
            15Section
      14.1
            
            Release;
      Termination
            
            
            15ARTICLE
      XV.
            
            NOTICES
            
            
            15Section
      15.1
            
            Notices
            
            
            15ARTICLE
      XVI.
            
            CONTINUING
      SECURITY INTEREST
            
            
            16Section
      16.1
            
            Continuing
      Security Interest
            
            
            16ARTICLE
      XVII.
            
            SECURITY
      INTEREST ABSOLUTE
            
            
            16Section
      17.1
            
            Security
      Interest Absolute
            
            
            16ARTICLE
      XVIII.
            
            INDEMNITY
            
            
            17Section
      18.1
            
            Indemnity
            
            
            17ARTICLE
      XIX.
            
            OBLIGATIONS
      SECURED BY COLLATERAL
            
            
            17Section
      19.1
            
            Obligations
      Secured by Collateral
            
            
            17ARTICLE
      XX.
            
            SEVERABILITY
            
            
            17Section
      20.1
            
            Severability
            
            
            17ARTICLE
      XXI.
            
            COUNTERPARTS;
      EFFECTIVENESS
            
            
            18Section
      21.1
            
            Counterparts;
      Effectiveness
            
            
            18ARTICLE
      XXII.
            
            REINSTATEMENT
            
            
            18Section
      22.1
            
            Reinstatement
            
            
            18ARTICLE
      XXIII.
            
            SUBMISSION
      TO JURISDICTION; WAIVER OF JURY TRIAL
            
            
            18Section
      23.1
            
            SUBMISSION
      TO JURISDICTION; WAIVER OF JURY TRIAL
            
            
            18ARTICLE
      XXIV.
            
            GOVERNING
      LAW
            
            
            19Section
      24.1
            
            GOVERNING
      LAW
            
            
            19










PLEDGE
AND SECURITY AGREEMENT




This
PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as
of September 1, 2010, is made by MEDPRO SAFETY PRODUCTS, INC., a Nevada
corporation (“MedPro”), to U.S.
BANK NATIONAL ASSOCIATION, as trustee under the Indenture hereinafter described
(together with its successor and assigns, the “Secured Party”), as
grantee hereunder.




W I T N E S S E T H
:




WHEREAS,
pursuant to that certain Purchase and Sale Agreement, dated as of September 1,
2010 (as amended, restated, supplemented or otherwise modified from time to
time, the “Purchase
and Sale Agreement”), between MedPro Investments, LLC, a Delaware limited
liability company and a subsidiary of MedPro (together with its successors and
assigns, the “Issuer”), and MedPro,
contemporaneous with the execution and delivery of this Agreement, MedPro has
sold, transferred, conveyed, assigned, contributed and granted all of the
Royalty Rights (as defined in Section 1.1) to the Issuer, in consideration of
the payment by the Issuer to MedPro of the cash amount specified thereunder and
a capital contribution by MedPro to the Issuer;




WHEREAS,
pursuant to that certain Indenture, dated as of September 1, 2010 (as amended,
restated, supplemented or otherwise modified from time to time, the “Indenture”), between
the Issuer and the Secured Party, in order to secure, among other things, the
repayment of the Notes (as defined in Section 1.1), the Issuer has granted a
security interest in all of its property and rights to the Secured Party for the
benefit of the Secured Party and the Noteholders (as defined in Section 1.1),
including the Royalty Rights, its rights under the Purchase and Sale Agreement,
the Servicing Agreement and the other Transaction Documents, and any accounts
held by the Secured Party in accordance with the terms and conditions
thereof;




WHEREAS,
MedPro has executed and delivered a Continuing Unconditional Guarantee dated as
of the date hereof (said Guarantee, as it may hereafter be amended, supplemented
or otherwise modified from time to time, being the “Guarantee”) in favor of
Secured Party for the benefit of the Secured Party and the Noteholders, pursuant
to which MedPro has guarantied, among other things, the prompt payment and
performance when due of all obligations of the Issuer under the Notes and the
other Transaction Documents.




WHEREAS,
in addition to the grant of security interest by the Issuer to the Secured Party
as set forth above, in order to further secure, among other things, the
repayment of the Notes, the Secured Party desires that MedPro pledge all of its
membership interests in the Issuer to the Secured Party for the benefit of the
Secured Party and the Noteholders; and




WHEREAS,
MedPro and the Secured Party hereby agree that MedPro shall execute and deliver
this Agreement and make the pledge contemplated hereby to the Secured Party as
provided herein;









NOW,
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, MedPro hereby covenants and agrees with the Secured Party as
follows:
  ARTICLE
I.
  DEFINITIONS
  Section
1.1 Defined
Terms.  Unless otherwise defined herein, terms defined in the
Indenture and used herein shall have the meanings given to them in the
Indenture, except that the following terms shall have the specified
meanings:
  “Agreement” has the
meaning set forth in the preamble hereto.
  “Collateral” has the
meaning set forth in Section 2.1.
  “Equity Interests”
means all membership and other equity interests of every nature, including,
without limitation, all rights and obligations of every nature associated with
such membership and other interests, whether such equity interests are
classified as investment property or general intangibles or otherwise under the
uniform commercial code in any relevant jurisdiction, including all securities
convertible into, and rights, warrants, options and other rights to purchase or
otherwise acquire, any equity interest, and all distributions, dividends and
other property received, receivable or otherwise distributed in respect of or in
exchange therefor.
  “Guarantee” means that
certain Continuing Unconditional Guarantee dated as of the date hereof made by
MedPro in favor of the Secured Party, as amended, restated, supplemented or
otherwise modified from time to time.
  “Indemnitee” has the
meaning set forth in Section 18.1.
  “Indenture” has the
meaning set forth in the recitals hereto.
  “Issuer” has the
meaning set forth in the recitals hereto.
  “MedPro” has the
meaning set forth in the preamble hereto.
  “MedPro Obligations”
means all obligations and liabilities of every nature of MedPro now or hereafter
existing under or arising out of or in connection with the Guarantee and the
other Transaction Documents, in each case together with all extensions or
renewals thereof, whether for principal, interest (including without limitation
interest that, but for the filing of a petition in bankruptcy with respect to
MedPro, would accrue on such obligations, whether or not a claim is allowed
against such MedPro for such interest in the related bankruptcy proceeding),
fees, expenses, indemnities or otherwise, whether voluntary or involuntary,
direct or indirect, absolute or contingent, liquidated or unliquidated, whether
or not jointly owed with others, and whether or not from time to time decreased
or extinguished and later increased, created or incurred, and all or any portion
of such obligations or liabilities that are paid, to the extent all or any part
of such payment is avoided or recovered directly or indirectly from Secured
Party or any Noteholder or other Person as a preference, fraudulent transfer or
otherwise, and all obligations of every nature of MedPro now or hereafter
existing under this Agreement.
  2
 
 “Notes” means the
MedPro Investments Senior Secured 14% Notes due 2016 of the Issuer issued
pursuant to the Indenture.
  “Notices” has the
meaning set forth in Section 15.1.
  “Pledged Equity” has
the meaning set forth in Section 2.1(a).
  “Proceeds” shall have
the meaning assigned to such term under the UCC and, in any event, shall include
(a) any and all proceeds of any guarantee, insurance or indemnity payable from
time to time to MedPro with respect to any of the Collateral, (b) any and all
payments (in any form whatsoever) made or due and payable from time to time to
MedPro in connection with any requisition, confiscation, condemnation, seizure
or forfeiture of all or any part of the Collateral by any governmental authority
(or any Person acting under color of governmental authority) and (c) any and all
other amounts from time to time paid or payable with respect to or in connection
with any of the Collateral.
  “Purchase and Sale
Agreement” has the meaning set forth in the recitals hereto.
  “Royalty Rights” has
the meaning set forth in the Purchase and Sale Agreement.
  “Secured Party” has
the meaning set forth in the preamble hereto.
  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 and Section references herein are
references to Articles and Sections 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”.
  Section
1.3 Other
Terms.  Unless otherwise defined herein or in the Indenture, or
unless the context otherwise requires, all terms used herein that are defined in
the UCC shall have the meanings therein stated.
  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”.
  3
  ARTICLE
II.
  PLEDGE
  Section
2.1 Pledge.  As
security for the payment and performance of the Secured Obligations and MedPro
Obligations, MedPro hereby pledges, grants, assigns, hypothecates, transfers and
delivers to the Secured Party, its successors and assigns, for its benefit and
the behalf of Noteholders, a continuing first priority security interest in all
of MedPro’s right, title and interest in, to and under the following property,
whether now owned or hereafter acquired (the “Collateral”):
  (a) all
of MedPro’s Equity Interests in the Issuer, whether now owned or acquired in the
future, and all certificates, agreements or other instruments, if any,
representing such Equity Interests (the “Pledged
Equity”);
  (b) the
right to receive all monies and property representing a distribution in respect
of the Pledged Equity, whether by way of dividend, redemption, liquidation
payments, repurchase or otherwise;
  (c) 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 Collateral or are otherwise necessary or
helpful in the collection thereof or realization thereupon;
  (d) all
Proceeds, products and accessions of every nature of and to the Pledged Equity
and any of the foregoing, including all shares, securities, rights, monies or
other property accruing, offered or issued at any time by way of redemption,
conversion, exchange, substitution, preference, option or otherwise in respect
of the Pledged Equity;
  TO HAVE
AND TO HOLD the Collateral, together with all right, title, interest, powers,
privileges and preferences pertaining or incidental thereto, unto the Secured
Party, its successors and assigns, forever, subject to the terms and conditions
set forth herein.
  Section
2.2 Dividends and
Distributions.  So long as no Default or Event of Default has
occurred and is continuing or would be caused thereby, subject to Section 3.3
hereof, MedPro may receive and retain any dividends and other distributions on
the Pledged Equity from distributions it may receive from the Issuer in
accordance with the provisions of Section 3.7(a) of the Indenture, and subject
to Section 3.3 hereof, all such dividends and other distributions shall not
constitute Collateral.  If a Default or an Event of Default has
occurred and is continuing or would be caused thereby, MedPro shall not be
entitled to receive any subsequent dividends or other distributions on the
Pledged Equity and, unless otherwise agreed by the Secured Party at the
Direction of Noteholders of a majority of the Outstanding Principal Balance of
the Notes, all such subsequent dividends and other distributions shall
constitute Collateral.  For the avoidance of doubt, MedPro’s right to
receive and retain any dividends and other distributions does not in any way
restrict the rights of the Secured Party to exercise its rights under Section
10.1.
  4
  ARTICLE
III.
  DELIVERY OF
COLLATERAL
  Section
3.1 Delivery of
Collateral.  Contemporaneously with the execution of this
Agreement, MedPro shall deliver or cause to be delivered to the Secured Party,
to the extent not previously delivered, (a) all certificates and other
instruments evidencing the Pledged Equity then held in the form of certificates
or other instruments by MedPro, together with undated stock powers or
assignments of such certificates duly executed and signed in blank, (b) any and
all certificates or other instruments or documents representing any of the
Collateral then held by MedPro and (c) all other property comprising part of the
Collateral then held in the form of certificates or other instruments by MedPro
with proper instruments of assignment or transfer duly executed and such other
instruments or documents as the Secured Party may reasonably request to effect
the purposes contemplated hereby.
  Section
3.2 Recording of
Encumbrance.  MedPro shall record the Encumbrance of the
Secured Party on its records at its principal office within ten Business Days
after the date hereof and provide to the Secured Party written confirmation that
such Encumbrance has been recorded and that there are no other liens or
Encumbrances on its records with respect to the Pledged Equity.
  Section
3.3 Equity
Interests.  If MedPro shall become entitled to receive or shall
receive, in respect of the Pledged Equity, any Equity Interests, options,
warrants, rights or other similar property, including, without limitation, any
certificate representing any distribution in connection with any
recapitalization, reclassification or increase or reduction of capital (whether
as an addition to, in substitution of or in exchange for such Pledged Equity or
otherwise), MedPro agrees:
  (a) to
accept the same as the agent of the Secured Party;
  (b) to
hold the same in trust on behalf of and for the benefit of the Secured Party and
separate and apart from its other property; and
  (c) to
deliver any and all certificates or instruments evidencing the same to the
Secured Party on or before the close of business on the fifth Business Day
following the receipt thereof by MedPro, in the exact form received, with
undated stock powers or assignment of such certificate or instruments duly
executed in blank (with signatures properly guaranteed), to be held by the
Secured Party, subject to the terms of this Agreement, as additional
Collateral.
  ARTICLE
IV.
  REPRESENTATIONS AND
WARRANTIES
  Section
4.1 Representations
and Warranties.  MedPro represents and warrants (which
representations and warranties shall survive the execution and delivery hereof)
to the Trustee and the Noteholders as follows:
  (a)
MedPro has been 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 to carry on its business as
now being conducted and shall appoint and employ agents or attorneys in each
jurisdiction where it shall be necessary to take action under this
Agreement.  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 and to carry on its
business as presently conducted and as proposed to be conducted.
  5
  (b)
MedPro is the sole legal and beneficial owner of the Collateral free and clear
of any Encumbrance other than the Encumbrance created pursuant to this Agreement
and the Indenture.  No security agreement, financing statement or
other public notice with respect to all or any part of the Collateral is on file
or of record in any public office, except such as may have been filed in favor
of the Secured Party pursuant to this Agreement and the Indenture.
  (c) The
consummation of the transactions contemplated hereby has been duly and validly
authorized by MedPro.  MedPro has full corporate power to execute and
deliver this Agreement and to perform its obligations hereunder and to pledge
all the Collateral pursuant to this Agreement.  This Agreement has
been duly authorized, executed and delivered by MedPro.  This
Agreement constitutes a legal, valid and binding obligation of MedPro
enforceable against MedPro in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, moratorium
or other similar laws affecting creditors’ rights generally and except as
enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity).  All requisite corporate
action has been taken by MedPro to make this Agreement valid and binding upon
MedPro.
  (d) No
consent of any other party (including, without limitation, shareholders,
directors or creditors of MedPro) and no government approval is required which
has not been obtained (i) for the execution, delivery and performance by MedPro
of this Agreement and each other Transaction Document to which it is a party,
(ii) for the pledge by MedPro of the Collateral pursuant to this Agreement or
(iii) for the exercise by the Secured Party of the rights provided for in this
Agreement or the remedies in respect of the Collateral pursuant to this
Agreement (except as may be required (x) in connection with any disposition of
all or any part of the Collateral under any laws affecting the offering and sale
of securities generally, and (y) under applicable federal and state laws, rules
and regulations and applicable interpretations thereof providing for the
supervision or regulation of the banking or trust businesses generally and
applicable to the Secured Party.
  (e) The
execution and delivery of this Agreement concurrently with the delivery to the
Secured Party of the certificates and other items contemplated by Section 3.1
and the taking of the actions described in Section 3.3 constitute “control” of
the Pledged Equity described in Section 8-106(b) of the UCC and create a valid
security interest in the Collateral securing the Secured Obligations, and MedPro
has done such other acts, if any, reasonably requested by the Secured Party to
perfect the security interest in the Collateral granted
hereunder (including permitting the Trustee to file any appropriate UCC
financing statement against MedPro).
  (f) The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated by this Agreement do not (i) violate the
provisions of the articles of incorporation or bylaws (or equivalents thereof)
of MedPro, (ii) violate the provisions of any law (including, without
limitation, any usury law), regulation or order of any government authority
applicable to MedPro, (iii) result in a breach of, or constitute a default
under, any material agreement relating to the management or affairs of MedPro,
or any indenture or loan agreement or any other similar agreement, lease or
instrument to which MedPro is a party or by which MedPro or any of its
properties may be bound (which default or breach has not been permanently waived
by the other party to such document) or (iv) result in or create any Encumbrance
[(other than Permitted Encumbrances)] under, or require any consent which has
not been obtained under, any indenture (including the Indenture) or loan
agreement or any other material agreement, instrument or document or the
provisions of any order, writ, judgment, injunction, decree, determination or
award of any government authority, binding upon MedPro, the Collateral or any of
its properties.
  6
  (g) There
are no proceedings and there is no action, suit or proceeding at law or in
equity or by or before any government authority, arbitral tribunal or other body
now pending against MedPro or, to the best knowledge of MedPro, threatened
against MedPro which questions the validity or legality of or seeks damages in
connection with this Agreement or which seeks to prevent the consummation of any
of the transactions contemplated by this Agreement.
  (h) All
of the Pledged Equity has been duly authorized and validly issued by the Issuer
and is fully paid and non-assessable.
  ARTICLE
V.
  SUPPLEMENTS; FURTHER
ASSURANCES
  Section
5.1 Supplements.  MedPro
agrees that, at any time and from time to time, at MedPro’s expense and upon the
Secured Party’s reasonable request, MedPro will promptly execute and deliver all
further instruments and documents, and take all further action, that may be
necessary or desirable in the reasonable discretion of the Secured Party, in
order to perfect the security interest in the Collateral and to carry out the
provisions of this Agreement or to enable the Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any
Collateral.  MedPro also agrees that, at any time and from time to
time, at the MedPro's expense and upon the request of the Secured Party at the
Direction of Noteholders of a majority of the Outstanding Principal Balance of
the Notes, MedPro will file (or cause to be filed) such UCC financing statements
or continuation statements, or amendments thereto, and such other instruments or
notices as may be necessary or that the Secured Party may reasonably request at
the Direction of Noteholders of a majority of the Outstanding Principal Balance
of the Notes in order to perfect and preserve the security interests and other
rights granted or purported to be granted to the Secured Party hereby. With
respect to the foregoing and the grant of the security interest hereunder,
MedPro hereby authorizes the Secured Party to file one or more UCC financing
statements or continuation statements, and amendments thereto, relative to all
or any part of the Collateral without the signature of MedPro where permitted by
law.  MedPro agrees that a carbon, photographic or other reproduction
of this Agreement or any UCC financing statement covering the Collateral or any
part thereof shall be sufficient as a UCC financing statement where permitted by
law
  7
  Section
5.2 Further
Assurances.  If MedPro fails to perform any agreement contained
herein after receipt of a written request to do so from the Secured Party (it
being understood that no such request need be given after the occurrence and
during the continuance of an Event of Default), the Secured Party may (but is
not obligated to) itself perform, or cause performance of, such agreement, in
which case the reasonable expenses of the Secured Party, including the fees and
expenses of its counsel, incurred in connection therewith shall be payable by
MedPro under Section 11.1.
  ARTICLE
VI.
  COVENANTS
  Section
6.1 No
Encumbrances.  MedPro agrees that, without the prior written
consent of the Secured Party, it will not (a) sell or otherwise dispose of the
Collateral or any interest therein or (b) except for Permitted Encumbrances,
create or permit to exist any Encumbrance upon or with respect to any of the
Collateral or any interest therein.
  Section
6.2 Notices.  MedPro
shall promptly give the Secured Party copies of all notices and other
communications received by MedPro with respect to any Collateral registered in
the name of MedPro.
  Section
6.3 Voting
Rights.  Notwithstanding anything to the contrary in this
Agreement or any other Transaction Document, if no Event of Default has occurred
and is continuing or would be caused thereby, MedPro may exercise any and all
voting and consensual powers pertaining to the Collateral or any part thereof
for any purpose not inconsistent with the terms of this Agreement or other
Transaction Documents; provided; however, that MedPro
shall not exercise or refrain from exercising any such right if Secured Party or
Noteholders representing a majority of the Outstanding Principal Balance of the
Notes shall have notified MedPro that, in their respective judgment, such action
would have a material adverse effect on the value of the Collateral or any part
thereof.  If an Event of Default has occurred and is continuing,
MedPro shall not be entitled to exercise any of the powers described in the
preceding sentence, which shall be exercised exclusively by the Secured
Party.  In order to permit Secured Party to exercise the voting and
other consensual rights that it may be entitled to exercise pursuant to this
Section 6.3 and to receive all dividends and other distributions which it may be
entitled to receive under this Agreement, (i) MedPro shall promptly execute
and deliver (or cause to be executed and delivered) to Secured Party all such
proxies, dividend payment orders and other instruments as Secured Party may from
time to time reasonably request and (ii) without limiting the effect of the
immediately preceding clause (i), MedPro hereby grants to Secured Party an
irrevocable proxy to vote the Pledged Equity and to exercise all other rights,
powers, privileges and remedies to which a holder of the Pledged Equity would be
entitled (including, without limitation, giving or withholding written consents
of holders of Equity Interests, calling special meetings of holders of Equity
Interests and voting at such meetings), which proxy shall be effective,
automatically and without the necessity of any action (including any transfer of
any Pledged Equity on the record books of the issuer thereof) by any other
Person (including the issuer of the Pledged Equity or any officer or agent
thereof), upon the occurrence of an Event of Default and which proxy shall only
terminate upon the payment in full of the Secured Obligations.
  8
  Notwithstanding
the foregoing, upon the occurrence and during the continuance of an Event of
Default, the Secured Party will have the right to instruct the Independent
Manager to exercise the powers and authority granted to the Independent Manager
pursuant to the limited liability company agreement of the Issuer to exercise
any and all rights and options of the Issuer in relation to the LLC Agreement to
enforce performance by the other parties thereto of their obligations
thereunder. If the Independent Member elects not to exercise such rights and
options notwithstanding the provision by the Noteholders of reasonable indemnity
thereto, then the Secured Party will have the right to terminate the Independent
Manager and to appoint a successor Independent Manager of the Issuer to exercise
such rights and options. MedPro agrees to cooperate with the Secured Party to
cause such successor Independent Manager to succeed the terminated Independent
Manager, to be a manager of the Issuer, and to obtain and enjoy to the exclusion
of the terminated Independent Manager all interests, powers, rights and
authority previously owned, possessed or enjoyed by the terminated Independent
Manager pursuant to the limited liability company agreement of the Issuer. The
Secured Party will not be required to deliver any such instruction to the
Independent Manager or to terminate the Independent Manager or appoint any
successor Independent Manager unless instructed to do so by Direction of
Noteholders of a majority of the Outstanding Principal Balance of the Notes,
will only do so as specified in such Direction, and will be entitled to be
indemnified in full and held harmless by the Noteholders in connection with its
delivery of any such instruction or any such termination or
appointment.
  Section
6.4 Equity
Interests.  MedPro agrees that it will not accept any Equity
Interests or other equity ownership interests, any rights or options to acquire
any Equity Interests or other equity ownership interests or other securities,
each in addition to or in substitution for the Collateral, without prior written
consent of the Secured Party.
  Section
6.5 Legal
Subsistence.  MedPro shall preserve and maintain (a) its legal
subsistence as a corporation in good standing under the laws of the State of
Nevada and (b) its qualification to do business in every jurisdiction where the
ownership of its properties and the nature of its business require them to be so
qualified and where the failure to be so qualified could have a material adverse
effect on the security interest created by this Agreement; except as expressly
provided in Section 6.2(j) of the Purchase and Sale Agreement.
  Section
6.6 Compliance with
Laws.  MedPro shall comply with all laws, and obtain, maintain
and comply with all government approvals as shall now or hereafter be necessary
under applicable law, rule, or regulation, in each case, in connection with the
making and performance by MedPro of any provision of this
Agreement.
  Section
6.7 Taxes.  MedPro
shall pay and discharge all taxes, assessments and governmental charges or
levies imposed on it or on its incomes or profits or on any of its properties,
in each case, prior to the date on which penalties attach thereto, and all
lawful claims that, if unpaid, could reasonably be expected to become an
Encumbrance (other than a Permitted Encumbrance) upon the Collateral, unless
such matters are being challenged by MedPro in good faith by appropriate
proceedings promptly instituted and diligently conducted, so long as (a)
appropriate reserves shall have been made therefor and (b) in the case of a
charge or claim that has become an Encumbrance (other than a Permitted
Encumbrance), such proceedings conclusively operate to stay such charge or
claim. MedPro will promptly pay or cause to be paid any valid, final judgment
enforcing any such tax, assessment, charge, levy or claim and cause the same to
be satisfied of record.  MedPro will promptly pay or cause to be paid
any valid, final judgment enforcing any such tax, assessment, charge, levy or
claim and cause the same to be satisfied of record.
  9
  Section
6.8 Modifications.  MedPro
shall not, without the prior written consent of the Secured Party, agree to or
permit (a) any amendment, supplement or modification of, or waiver with respect
to, any of the provisions of any of its organizational documents, if any such
amendment, supplement, modification or waiver could result in an adverse change
in the value of the Collateral or the rights of the Secured Party, or (b) the
cancellation or termination of any of its organizational documents.
  Section
6.9 No
Liquidation.  Without the prior written direction by the
Secured Party, MedPro shall not take any action to liquidate or wind up the
Issuer until all of the Secured Obligations are paid in full.
  Section
6.10 Monies Held in
Trust.  Subject to Section 2.2, MedPro shall hold all monies
received by it that constitute Collateral (including any payment or other
benefit in breach of this Section 6.10 or Section 6.11) in trust for the Secured
Party, in order to satisfy the Secured Obligations pursuant to the direction of
the Secured Party.
  Section
6.11 No
Claims.  Subject to Section 2.2, MedPro shall not claim
payment, whether directly or by set-off, lien, counterclaim or otherwise, of any
amount that may be or has become due to MedPro from the Issuer other than
Expenses and Servicing Fees in accordance with Section 3.7(a) of the Indenture
and all royalties payable to MedPro to be held in trust or escrow pursuant to
Section 3.7(b) of the Indenture until all of the Secured Obligations have been
paid in full.
  ARTICLE
VII.
  SECURED PARTY APPOINTED
ATTORNEY-IN-FACT
  Section
7.1 Secured Party
Appointed Attorney-In-Fact.  MedPro hereby irrevocably appoints
Secured Party as such MedPro’s attorney-in-fact, with full authority in the
place and stead of MedPro and in the name of MedPro, Secured Party or otherwise,
from time to time in Secured Party’s discretion to take any action and to
execute any instrument that Secured Party may deem necessary or advisable to
accomplish the purposes of this Agreement, including without
limitation.
  (a) to
file one or more financing or continuation statements, or amendments thereto,
relative to all or any part of the Pledged Collateral without the signature of
such Pledgor;
  (b) upon
the occurrence and during the continuance of an Event of Default, to ask,
demand, collect, sue for, recover, compound, receive and give acquittance and
receipts for moneys due and to become due under or in respect of any of the
Collateral;
  (c) upon
the occurrence and during the continuance of an Event of Default, to receive,
endorse and collect any instruments made payable to MedPro representing any
dividend, principal or interest payment or other distribution in respect of the
Collateral or any part thereof and to give full discharge for the
same;
  10
  (d) upon
the occurrence and during the continuance of an Event of Default, to file any
claims or take any action or institute any proceedings that Secured Party may
deem necessary or desirable for the collection of any of the Collateral or
otherwise to enforce the rights of Secured Party with respect to any of the
Collateral;
  (e) to
pay or discharge taxes or liens levied or placed upon or threatened against the
Collateral, the legality or validity thereof and the amounts necessary to
discharge the same to be determined by Secured Party in its sole discretion, any
such payments made by Secured Party to become obligations of MedPro to Secured
Party, due and payable immediately without demand; and
  (f) upon
the occurrence and during the continuance of an Event of Default, generally to
sell, transfer, pledge, make any agreement with respect to or otherwise deal
with any of the Collateral as fully and completely as though Secured Party were
the absolute owner thereof for all purposes, and to do, at Secured Party’s
option and such Pledgor’s expense, at any time or from time to time, all acts
and things that Secured Party deems necessary to protect, preserve or realize
upon the Collateral and Secured Party’s security interest therein in order to
effect the intent of this Agreement, all as fully and effectively as MedPro
might do.
  ARTICLE
VIII.
  REASONABLE
CARE
  Section
8.1 Reasonable
Care.  The Secured Party shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral in its
possession if the Collateral is accorded treatment substantially equivalent to
that which the Secured Party accords its own property of the type of which the
Collateral consists, it being understood that the Secured Party shall have no
responsibility for (a) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Collateral, whether or not the Secured Party has or is deemed to have knowledge
of such matters, or (b) taking any necessary steps to preserve rights against
any parties with respect to any Collateral.
  ARTICLE
IX.
  NO
LIABILITY
  Section
9.1 No
Liability.  Neither the Secured Party nor any of its directors,
officers, employees or agents shall be deemed to have assumed any of the
liabilities or obligations of MedPro as a result of the pledge and security
interest granted under or pursuant to this Agreement.  In the absence
of gross negligence or willful misconduct, the Secured Party or any of its
directors, officers, employees or agents shall not be liable for any failure to
collect or realize upon the Secured Obligations or any collateral security or
guarantee therefor, or any part thereof, or for any delay in so doing nor shall
it be under any obligation to take any action whatsoever with regard
thereto.
  11
  ARTICLE
X.
  REMEDIES UPON EVENT OF
DEFAULT
  Section
10.1 Remedies Upon
Event of Default.  If an Event of Default shall have occurred
and be continuing:
  (a) The
Secured Party may exercise the power of attorney described in Section 7.1 with
respect to the Collateral and any of the certificates or other instruments
delivered pursuant to Section 3.1, and may sign, complete and deliver all
transfers, proxies and letters of resignation and do all acts and things that
the Secured Party may in its absolute discretion specify to enable or assist the
Secured Party to perfect or improve its security over the Equity Interests, to
vest ownership of the Equity Interests in the Secured Party or its nominee, to
provide that the Secured Party is registered as the holder of the Equity
Interests, to exercise any rights or powers attaching to the Equity Interests,
to sell the Equity Interests or otherwise to enforce any of the rights of the
Secured Party under this Agreement.
  (b) The
Secured Party may exercise in respect of the Collateral, in addition to other
rights and remedies provided for herein or otherwise available to it, all the
rights and remedies of a secured party on default under the UCC then in effect
in any applicable jurisdiction, and the Secured Party may also in its sole
discretion, without notice except as specified below or except as required by
mandatory provisions of law, sell the Collateral or any part thereof in one or
more parcels at public or private sale or at any of the Secured Party’s offices
or elsewhere, for cash, on credit or for future delivery, and at such price or
prices and upon such other terms as the Secured Party may reasonably deem
commercially reasonable, irrespective of the impact of any such sales on the
market price of the Collateral at any such sale.  Each purchaser at
any such sale shall hold the property, sold absolutely, free from any claim or
right on the part of MedPro, and MedPro hereby waives (to the extent permitted
by law) all rights of redemption, stay and/or appraisal which it now has or may
at any time in the future have under any rule of law or statute now existing or
hereafter enacted.  MedPro agrees that, to the extent notice of sale
shall be required by law, at least ten days’ notice to MedPro of the time and
place of any public sale or the time after which any private sale is to be made
shall constitute reasonable notification.  The Secured Party shall not
be obligated to make any sale of Collateral regardless of notice of sale having
been given.  The Secured Party may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and such
sale may, without further notice, be made at the time and place to which it was
so adjourned.  The Secured Party shall incur no liability as a result
of the sale of the Collateral, or any part thereof, at any public or private
sale.  MedPro hereby waives any claims against the Secured Party
arising by reason of the fact that the price at which any Collateral may have
been sold at such a private sale was less than the price which might have been
obtained at a public sale, even if the Secured Party accepts the first offer
received and does not offer such Collateral to more than one
offeree.
  (c)
MedPro recognizes that the Secured Party may elect in its sole discretion to
sell all or a part of the Collateral to one or more purchasers in privately
negotiated transactions in which the purchasers will be obligated to agree,
among other things, to acquire the Collateral for their own account, for
investment and not with a view to the distribution or resale
thereof.  MedPro acknowledges that any such private sales may be at
prices and on terms less favorable than those obtainable through a public sale
(including, without limitation, a public offering made pursuant to a
registration statement under the Securities Act), and MedPro and the Secured
Party agree that the mere fact that such private sales were private sales
individually negotiated, does not mean that such private sales were note made in
a commercially reasonably manner, and that the Secured Party has no obligation
to engage in public sales or to delay the sale of any Collateral to permit the
issuer thereof to register the Collateral in connection with a public sale
requiring registration under the Securities Act.
  12
  (d) Any
cash held by the Secured Party as Collateral and all cash proceeds received by
the Secured Party in respect of any sale of, collection from or other
realization upon all or any part of the Collateral shall, as soon as reasonably
practicable, be applied (after payment of any amounts payable to the Secured
Party pursuant to Section 11.1) by the Secured Party, first, to the payment
of the costs and expenses of such sale, collection or other realization, if any,
including reasonable out-of-pocket costs and expenses of the Secured Party
(including the reasonable fees and out-of-pocket expenses of its counsel), and
all reasonable expenses, liabilities and advances made or incurred by the
Secured Party in connection therewith to the extent not paid by MedPro pursuant
to Section 11.1, second, to the
payment of the Secured Obligations in accordance with the terms of the Indenture
and, third, all
remaining amounts shall promptly be paid to MedPro or its successors or
assigns.
  (e) The
Secured Party may by writing without notice to MedPro appoint one or more
persons as the Secured Party deems fit to be a receiver in relation to the
Collateral. Where the Secured Party appoints two or more persons as such
receiver, such receivers may act jointly or independently. With respect to the
enforcement of this Agreement, such receiver may sell, charge or otherwise
dispose of the Collateral, exercise any powers, discretion, voting or other
rights or entitlements in relation to the Collateral and generally carry out any
other action that such receiver may in such receiver's sole discretion deem
necessary in relation to the enforcement of this Agreement. Such receiver shall
have, in addition to the other powers set forth in this Section 10.1(e), the
power to:
  (i) take
possession of, collect and get in the Collateral and, for that purpose, take
such proceedings as may seem to such receiver to be expedient;
  (ii)
raise or borrow money and grant security therefor over the
Collateral;
  (iii)
appoint an attorney or accountant or other professionally qualified person to
assist such receiver in the performance of such receiver's
functions;
  (iv)
bring or defend any action or other legal proceeding in the name of and on
behalf of MedPro in respect of the Collateral;
  (v) do
all acts and execute in the name and on behalf of MedPro any document or deed in
respect of the Collateral;
  (vi) make
any payment that is necessary or incidental to the performance of such
receiver's functions;
  13
  (vii)
make any arrangement or compromise on behalf of MedPro in respect of the
Collateral;
  (viii)
rank and claim in the insolvency or liquidation of the Issuer and receive
dividends and accede to agreements for the creditors of the Issuer;
  (ix)
present or defend a petition for the winding up of the Issuer; and
  (x) do
all other things incidental to the exercise of the foregoing
powers.
  (f)
MedPro agrees that:
  (i) in
any sale of any of the Collateral whenever an Event of Default shall have
occurred and be continuing, the Secured Party is hereby authorized to comply
with any limitation or restriction in connection with such sale as it may be
advised by counsel is necessary in order to:
  (A)
avoid any violation of law(including compliance with such procedures as may
restrict the number of prospective bidders and purchasers, require that such
prospective bidders and purchasers have certain qualifications and restrict such
prospective bidders and purchasers to Persons who will represent and agree that
they are purchasing for their own account for investment and not with a view to
the distribution or resale of such Collateral); or
  (B)
obtain any required approval of the sale or of the purchaser by any governmental
authority or official; and
  (ii) such
compliance shall not result in such sale being considered or deemed not to have
been made in a commercially reasonable manner, nor shall the Secured Party be
liable or accountable to MedPro for any discount allowed by the reason of the
fact that such Collateral is sold in compliance with any such limitation or
restriction.
  ARTICLE
XI.
  EXPENSES
  Section
11.1 Expenses.  MedPro
will upon demand pay to the Secured Party the amount of any and all reasonable
expenses, including the reasonable fees and expenses of its counsel and of any
experts and the Secured Party and the Noteholders, and any transfer taxes, in
each case payable upon sale of the Collateral, which the Secured Party or the
Noteholders may incur in connection with (a) the custody or preservation of, or
the sale of, collection from or other realization upon, any of the Collateral,
(b) the exercise or enforcement of any of the rights of the Secured Party
hereunder, (c) the failure by MedPro to perform or observe any of the provisions
hereof or (d) the administration of this Agreement.  Any amount
payable by MedPro pursuant to this Section 11.1 shall be payable upon demand and
shall constitute Secured Obligations secured hereby.
  14
  ARTICLE
XII.
  NO
WAIVER
  Section
12.1 No
Waiver.  No failure or delay on the part of the Secured Party
or any Noteholder to exercise, and no course of dealing with respect to, and no
delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise by the Secured Party or
any Noteholder of any right, power or remedy preclude any additional exercise by
the Secured Party or any Noteholder of such right, power or
remedy.  The remedies herein provided are to the fullest extent
permitted by law cumulative and are not exclusive of any remedies provided by
law.  No notice to or demand on MedPro in any case shall entitle
MedPro to any other or further notice or demand in similar or other
circumstances.
  ARTICLE
XIII.
  AMENDMENTS
  Section
13.1 Amendments.  No
waiver, amendment, modification or termination of any provision of this
Agreement, or consent to any departure by MedPro therefrom, shall in any event
be effective without the written concurrence of the Secured Party (pursuant to
Section 9.1 or Section 9.2 of the Indenture), and none of the Collateral shall
be released without the written consent of the Secured Party (pursuant to
Section 9.1 or Section 9.2 of the Indenture).  Any such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.
  ARTICLE
XIV.
  RELEASE;
TERMINATION
  Section
14.1 Release;
Termination.  Upon the indefeasible payment and performance in
full of the Secured Obligations or discharge of the Indenture pursuant to the
terms thereof, this Agreement shall terminate, and the Secured Party (a) shall
promptly deliver to MedPro any remaining Collateral and money received in
respect thereof, and all documents, agreements or instruments representing the
Collateral held by the Secured Party prior to such termination, and (b) upon
request by MedPro, shall promptly deliver to MedPro and file or record, at
MedPro’s expense, all such documentation (including UCC termination statements)
necessary to release the liens on the Collateral, such documentation to be
prepared by MedPro and delivered to the Secured Party.  If the Secured
Party fails to promptly deliver or file or record the UCC termination statements
referred to in, and in accordance with, clause (b) in the immediately preceding
sentence, then MedPro may file or record such UCC termination
statements.
  ARTICLE
XV.
  NOTICES
  Section
15.1 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.  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.
  15
  ARTICLE
XVI.
  CONTINUING SECURITY
INTEREST
  Section
16.1 Continuing
Security Interest.  This Agreement shall create a continuing
Encumbrance in the Collateral until the release thereof pursuant to Section 14.1
or the sale thereof pursuant to Section 10.1, shall be binding upon MedPro and
its successors, transferees and assigns and shall inure to the benefit of and be
enforceable by the Secured Party and its successors, transferees and assigns;
provided, however, that MedPro may not (unless otherwise permitted under the
terms of the Indenture) assign any of its obligations hereunder without the
prior written consent of the Trustee.  The Secured Party may assign or
otherwise transfer any indebtedness held by it secured by this Agreement to any
other Person in accordance with the Indenture, and such other Person shall
thereupon become vested with all the benefits in respect thereof granted to the
Secured Party herein or otherwise.
  ARTICLE
XVII.
  SECURITY INTEREST
ABSOLUTE
  Section
17.1 Security Interest
Absolute.  All rights of the Secured Party and security
interests hereunder, and all obligations of MedPro hereunder, shall be absolute
and unconditional irrespective of, and MedPro hereby irrevocably waives, any
defenses it may now have or may hereafter acquire in any way relating to, any or
all of the following:
  (a) any
lack of validity or enforceability of any of the Transaction Documents or any
other agreement or instrument relating thereto;
  (b) any
change in the time, manner or place of payment of, or in any other term of, all
or
  (c) any
taking, exchange, surrender of any of the Secured Obligations, or any other
amendment or waiver of or any consent to any departure from the Transaction
Documents or any other agreement or instrument relating thereto; release or
non-perfection of any Collateral or any other collateral, or any release or
amendment or waiver of or consent to any departure from any guarantee, for all
or any of the Secured Obligations;
  (d) any
manner of application of any other collateral, or proceeds thereof, to all or
any of the Secured Obligations, or any manner of sale or other disposition of
any other collateral securing all or any of the Secured Obligations or any other
obligations of the Issuer under or in respect of the Transaction
Documents;
  16
  (e) any
change, restructuring or termination of the limited liability company structure
or existence of the Issuer;
  (f) the
release or reduction of liability or any guarantor or surety with respect to the
Secured Obligations; or
  (g) any
other circumstance (including any statute of limitations) or any existence of or
reliance on any representation to the Secured Party or any other Person which
might otherwise constitute a defense available to, or a discharge of,
MedPro.
  ARTICLE
XVIII.
  INDEMNITY
  Section
18.1 Indemnity.  MedPro
agrees to indemnify, reimburse, defend and save and hold the Secured Party, the
Noteholders and their respective officers, directors, employees, agents,
advisors and affiliates (each, an “Indemnitee” and,
collectively, the “Indemnitees”)
harmless from and against, and shall pay on demand, any and all liabilities,
obligations, damages, injuries, penalties, claims, demands, actions, suits,
judgments and any and all costs and expenses (including attorneys’ fees and
disbursements) of whatsoever kind and nature imposed on, asserted against or
incurred by any of the Indemnitees in connection with (a) the custody or
preservation of, or the sale of, collection from or other realization upon, any
of the Collateral pursuant to the exercise or enforcement of any of the rights
of the Secured Party or the Noteholders hereunder, (b) in connection with the
failure by MedPro to perform or observe any of the provisions hereof or (c)
arising out of or in connection with or resulting from this Agreement or the
other Transaction Documents or the transactions contemplated hereby, excluding
those arising out of the gross negligence or willful misconduct of any
Indemnitee as determined by a final order of a court of competent
jurisdiction.  Each Indemnitee agrees to use commercially reasonable
efforts to promptly notify MedPro of any assertion of any such liability,
damage, injury, penalty, claim, demand, action, judgment or suit of which such
Indemnitee has knowledge.  The obligations of MedPro in this Section
18 shall survive the termination of this Agreement.
  ARTICLE
XIX.
  OBLIGATIONS SECURED BY
COLLATERAL
  Section
19.1 Obligations
Secured by Collateral.  Any amounts paid by any Indemnitee as
to which such Indemnitee has the right to reimbursement, and any amounts paid by
the Secured Party in preservation of any of its rights or interest in the
Collateral, shall constitute Secured Obligations secured by the
Collateral.
  ARTICLE
XX.
  SEVERABILITY
  Section
20.1 Severability.  Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.  Where provisions of any law or regulation
resulting in such prohibition or unenforceability may be waived, they are hereby
waived by the parties hereto to the full extent permitted by law so that this
Agreement shall be deemed a valid, binding agreement in accordance with its
terms.
  17
  ARTICLE
XXI.
  COUNTERPARTS;
EFFECTIVENESS
  Section
21.1 Counterparts;
Effectiveness.  This Agreement and any amendments, waivers,
consents or supplements may be executed in counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument.  This
Agreement shall become effective upon the execution and delivery of a
counterpart hereof by each of the parties hereto.
  ARTICLE
XXII.
  REINSTATEMENT
  Section
22.1 Reinstatement.  This
Agreement shall continue to be effective or be reinstated, as the case may be,
if at any time any amount received by the Secured Party hereunder or pursuant
hereto is rescinded or must otherwise be restored or returned by the Secured
Party, as the case may be, upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of MedPro or upon the appointment of any
intervenor or conservator of, or trustee or similar official for, MedPro or any
substantial part of its assets, or upon the entry of an order by a bankruptcy
court avoiding the payment of such amount, or otherwise, all as though such
payments had not been made.
  ARTICLE
XXIII.
  SUBMISSION
TO JURISDICTION; WAIVER OF JURY TRIAL
  Section
23.1 SUBMISSION TO
JURISDICTION; WAIVER OF JURY TRIAL.
  (a) ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT
RELATED HERETO MAY BE BROUGHT IN THE COURTS OF THE BOROUGH OF MANHATTAN, THE
CITY OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF
NEW YORK, AND MEDPRO HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS. MEDPRO AND THE SECURED PARTY HEREBY IRREVOCABLY WAIVE TRIAL BY
JURY, AND MEDPRO HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.
  (b)
MEDPRO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE SENDING OF COPIES
THEREOF BY FEDERAL EXPRESS OR OTHER OVERNIGHT COURIER COMPANY, TO MEDPRO AT ITS
ADDRESS SPECIFIED BY SECTION 15.1, SUCH SERVICE TO BECOME EFFECTIVE FOUR DAYS
AFTER DELIVERY TO SUCH COURIER COMPANY.
  18
  (c)
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE SECURED PARTY TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST MEDPRO IN ANY OTHER JURISDICTION.
  ARTICLE
XXIV.
  GOVERNING
LAW
  Section
24.1 GOVERNING
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 HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS, EXCEPT TO THE EXTENT THE VALIDITY OR PERFECTION OF THE SECURITY
INTEREST HEREUNDER, OR THE REMEDIES HEREUNDER, ARE GOVERNED BY THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW YORK.
  [SIGNATURE
PAGE FOLLOWS]
  19
  INWITNESS
WHEREOF, MedPro and the Secured Party have caused this Agreement to be duly
executed and delivered by their officers thereunto duly authorized as of the
date first above written.
  MEDPRO
      SAFETY PRODUCTS, INC.By:
                /s/ Marc
      T. RayName:  Marc
      T. RayTitle:
      VP Finance and Chief Financial Officer
 U.S. BANK NATIONAL
      ASSOCIATION,not
      in its individual capacity but solely as Trustee,
                  as Secured PartyBy:
                /s/ David
      W. DoucetteName:  David
      W. DoucetteTitle:
      Vice President
 Signature
Page to the Pledge and Security Agreement
  20