Exhibit
10.2
  SECURITIES PURCHASE
AGREEMENT
  This
SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) is dated as of March 31, 2010 by
and among MEDPRO SAFETY PRODUCTS, INC., a Nevada corporation (the “ Company
”), and Vision Opportunity Master Fund, Ltd. with its principal offices at 20
West 55th Street,
5th
floor New York, NY 10019 (the “ Purchaser
”).
  WHEREAS,
the Parties entered into a Note Purchase Agreement on February 8 and February
26, 2010 whereby the Company issued a note with a principal amount of $500,000
and $350,000, respectively, to Vision (jointly, the “Prior Notes”).
  WHEREAS,
the Company desires to borrow an additional $450,000 from the Purchaser in
accordance with the terms herein and the Purchaser agrees to make such
loan.
  NOW,
THEREFORE, in consideration of the covenants, promises and representations set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
  ARTICLE
I
  Purchase
and Sale of Securities
  Section
1.1              Purchase
and Sale of Securities. Upon the following terms and conditions, (a) the
Company (the “ Issuer
”) shall issue and sell to the Purchaser and the Purchaser shall purchase from
the Company, subject to the representations, warranties, and covenants, a 6%
promissory note (the “ Note
”) in the principal amount of Four Hundred and Fifty
Thousand  ($450,000.00) dollars on the date of this Agreement (the
“Closing”).  The
Note shall be substantially in the form attached hereto as Exhibit
A.  The Company and the Purchaser are executing and delivering
this Agreement in accordance with and in reliance upon the exemption from
securities registration afforded by Rule 506 of Regulation D (“ Regulation
D ”) as promulgated by the United States Securities and Exchange
Commission (the “ Commission ”)
under the Securities Act of 1933, as amended (the “ Securities
Act ”) or Section 4(2) of the Securities Act.
  Section
1.2              Warrants.
Upon the following terms and conditions and for no additional consideration, the
Purchaser shall be issued Warrants, in substantially the form attached hereto
as Exhibit
B (the “ Warrants ”)
to purchase one hundred and twelve thousand five hundred (112,500) shares of the
Company’s Common Stock.  Any shares of Common Stock issuable upon
exercise of the Warrants (and such shares when issued) are herein referred to as
the “ Warrant
Shares .” The Warrants shall have a five year term after their
issuance and shall have an initial exercise price equal to four dollars ($4.00)
per share.
  Section
1.3              Warrant Shares.
The Company has authorized and will reserve and covenants to continue to
reserve, free of preemptive rights and other similar contractual rights of
stockholders, as of the date hereof, such number of shares of Common Stock equal
to one hundred twenty percent (120%) of the number of shares of Common Stock as
shall from time to time be sufficient to effect the exercise the of the Warrants
(whether issued in connection with this Agreement or the Prior Notes) then
outstanding. The Notes, the Warrants, and the Warrant Shares are sometimes
collectively referred to as the “Securities .”
  Section
1.4              Closing.
Subject to the terms and conditions hereof, at the Closing the Company shall
issue the Note in the principal amount of $450,000 and the Warrant, and the
Purchaser shall deliver by wire transfer funds in the amount of $450,000 in
consideration of and in express reliance upon the representations, warranties,
covenants, terms and conditions of this Agreement (the “Closing”).
The Notes and Warrants are sold and funded in a single closing pursuant to terms
of this Agreement and provided that the
Company and the Purchaser execute the signature pages hereto and to each of the
other Transaction Documents (as defined in Section 2.1(b)hereof), and thereby agree to be bound by and subject to the terms and
conditions hereof and thereof.  The Closing shall take place at the
offices of  Vision Opportunity Master Fund, Ltd., 20 West 55th  Street,
5th  Floor,
New York, New York 10019, at 10:00 am New York time on the date of this
Agreement.
  
  ARTICLE
II
  Representations
and Warranties
  Section
2.1              Representations
and Warranties of the Company.  The Issuer hereby represents
and warrants to the Purchaser, as of the date hereof and as of the Closing Date
(except as set forth on the Schedule of Exceptions attached hereto with each
numbered Schedule corresponding to the section number herein), as follows
(unless otherwise specifically stated herein this Section 2.1 to the contrary,
all references to the Company shall be deemed to refer collectively to the
Issuer):
  (a)           Organization, Good Standing
and Power. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Nevada and has the
requisite corporate power to own, lease and operate its properties and assets
and to conduct its business as it is now being conducted. Except as set forth on
Schedule 2.1(a) , each of the Company and each such Subsidiary is duly qualified
as a foreign corporation to do business and is in good standing in every
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary except for any jurisdiction(s) (alone or
in the aggregate) in which the failure to be so qualified will not have a
Material Adverse Effect on the Company’s financial condition.
  (b)           Authorization;
Enforcement. The Company has the requisite corporate power and authority
to enter into and perform this Agreement (collectively, the “ Transaction
Documents”) and to issue and sell the Notes in accordance with the terms
hereof. The execution, delivery and performance of the Transaction Documents by
the Company and the consummation by it of the transactions contemplated hereby
and thereby have been duly and validly authorized by all necessary corporate
action, and except as set forth on Schedule 2.1(b) , no further consent or
authorization of the Company or its board of directors or stockholders is
required. This Agreement has been duly executed and delivered by the Company.
The other Transaction Documents will have been duly executed and delivered by
the Company at the Closing. Each of the Transaction Documents constitutes, or
shall constitute when executed and delivered, a valid and binding obligation of
the Company enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation, conservatorship, receivership or
similar laws relating to, or affecting generally the enforcement of, creditor’s
rights and remedies or by other equitable principles of general
application.
  (c)           Issuance
of Securities. The Notes and the Warrants to be issued at the
Closing have been duly authorized by all necessary corporate action and when
paid for or issued in accordance with the terms hereof, the Notes and Warrants
shall be validly issued and outstanding, free and clear of all liens,
encumbrances and rights of refusal of any kind.  When the Warrant
Shares are issued in accordance with the terms of this Agreement, such shares
will be duly authorized by all necessary corporate action and validly issued and
outstanding, fully paid and nonassessable, free and clear of all liens,
encumbrances and rights of refusal of any kind and the holders shall be entitled
to all rights accorded to a holder of Common Stock.
  
  (d) Commission Documents,
Financial Statements. Except as indicated on Schedule
2.1(c), since December 28, 2007,the Company has timely filed all reports, schedules, forms, statements
and other documents required to be filed by it with the Commission pursuant to
the reporting requirements of the Securities Exchange Act of 1934, as amended
(the “Exchange
Act”), including material filed pursuant to Section 13(a) or 15(d) of the
Exchange Act (all of the foregoing including filings incorporated by reference
therein being referred to herein as the “Commission
Documents”). At the times of their respective filings, the Company has
complied in all material respects with the requirements of the Exchange Act and
the rules and regulations of the Commission promulgated thereunder and other
federal, state and local laws, rules and regulations applicable to such
documents, and, as of their respective dates, none of the Commission Documents
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the Commission
Documents comply as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with United States generally accepted
accounting principles (“GAAP”)
applied on a consistent basis during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto or (ii) in
the case of unaudited interim statements, to the extent they may not include
footnotes), and fairly present in all material respects the financial position
of the Company and its subsidiaries as of the dates thereof and the results of
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments).
  (e)           No Undisclosed Events or
Circumstances. No material event or circumstance has occurred or exists
with respect to the Company or its Subsidiaries or their respective businesses,
properties, prospects, operations or financial condition, which, under
applicable law, rule or regulation, requires public disclosure or announcement
by the Company but which has not been so publicly announced or
disclosed.
  ARTICLE
III
  Covenants
  The
Company covenants with each of the Purchasers as follows, which covenants are
for the benefit of each Purchaser and its permitted assignees (as defined
herein):
  Section
3.1              Securities
Compliance. The Company shall notify the Commission in accordance with
their rules and regulations, of the transactions contemplated by any of the
Transaction Documents, including filing a Form D with respect to the Notes,
Warrants, and the Warrant Sharesas
required under Regulation D and applicable “blue sky” laws, and shall take all
other necessary action and proceedings as may be required and permitted by
applicable law, rule and regulation, for the legal and valid issuance of the
Notes, the Warrants, and the Warrant
Sharesto the Purchasers or subsequent holders.
  Section
3.2              Board of
Directors. For avoidance of doubt, Vision’s right to nominate a board
member as set forth in Section 3.2 of the Note Purchase Agreement dated February
8 and February 26, 2010 shall remain in full force and effect.
  Section
3.3              Disposition
of Assets. So long as any Notes remain outstanding, neither the Company
nor any Subsidiary shall sell, transfer or otherwise dispose of any of its
properties, assets and rights including, without limitation, its software and
intellectual property, to any person except for (A) sales to customers in the
ordinary course of business; or (B) with the prior written consent of the
Purchaser.
  Section
3.4              Increase
in Liabilities. Unless the Company obtains written consent of the
Purchaser, the Company shall not guarantee, create or permit to exist any
Indebtedness or Contingent Obligations other than Permitted Indebtedness, until
the Note and the interest thereon has been repaid in their
entirety.
  Section
3.5              Affiliate
and Related Party Transactions.Any transactions,
including but not limited to loans, leases, agreements, contracts, royalty
agreements, management or compensation contracts or arrangements or other
continuing transactions between (a) the Company or any subsidiary on the one
hand, and (b) on the other hand, any officer, employee, consultant or director
of the Company, or any of its subsidiaries, or any person owning any capital
stock of the Company or any subsidiary or any member of the immediate family of
such officer, employee, consultant, director or stockholder or any corporation
or other entity controlled by such officer, employee, consultant, director or
stockholder, or a member of the immediate family of such officer, employee,
consultant, director or stockholder shall require the consent of the
Purchaser.Purchaser acknowledges and
agrees that this section shall not apply to currently ongoing arrangements
between the Company and related parties, which have been previously disclosed to
Purchaser, such as with respect to air transportation.
  
  Section
3.6              Transfer
Agent Instructions. The Company shall issue irrevocable instructions to
its transfer agent, and any subsequent transfer agent, to issue certificates,
registered in the name of each Purchaser or its respective nominee(s), for the
Warrant Sharesin such amounts as specified from time to time by each Purchaser to the
Company upon the exercise of the Warrants in the form
of Exhibit C attached hereto (the “ Irrevocable
Transfer Agent Instructions ”). Prior to registration of the Warrant Sharesunder
the Securities Act, all such certificates shall bear the restrictive legend
specified in Section 5.1 of this Agreement. The Company warrants that
no instruction other than the Irrevocable Transfer Agent Instructions referred
to in this Section 3.6 will be given by the Company to its transfer
agent and that and Warrant Sharesshall
otherwise be freely transferable on the books and records of the Company as and
to the extent provided in this Agreement. If a Purchaser provides the Company
with an opinion of counsel, in a generally acceptable form, to the effect that a
public sale, assignment or transfer of the Warrant Sharesmay be
made without registration under the Securities Act or the Purchaser provides the
Company with reasonable assurances that such Warrant Sharescan be
sold pursuant to Rule 144 without any restriction as to the number of securities
acquired as of a particular date that can then be immediately sold, the Company
shall permit the transfer, and, in the case of the Warrant Shares,
promptly instruct its transfer agent to issue one or more certificates in such
name and in such denominations as specified by such Purchaser and without any
restrictive legend. The Company acknowledges that a breach by it of its
obligations under this Section 3.6 will cause irreparable harm to the
Purchasers by vitiating the intent and purpose of the transaction contemplated
hereby. Accordingly, the Company acknowledges that the remedy at law for a
breach of its obligations under this Section 3.6 will be inadequate
and agrees, in the event of a breach or threatened breach by the Company of the
provisions of thisSection 3.6, that the Purchasers shall be entitled, in
addition to all other available remedies, to an order and/or injunction
restraining any breach and requiring immediate issuance and transfer, without
the necessity of showing economic loss and without any bond or other security
being required.
  Section
3.7              Use of
Profeeds. The company shall use $75,000 of the proceeds from the Note
towards a share buy-back. The balance shall be used for general working capital
purposes.
  ARTICLE
IV
  Conditions
  Section
4.1              Conditions
Precedent to the Obligation of the Company to Sell the Notes. The
obligation hereunder of the Company to issue and sell the Notes to the
Purchasers at the Closing is subject to the satisfaction or waiver, at or before
the Closing, of each of the conditions set forth below. These conditions are for
the Company’s sole benefit and may be waived by the Company at any time in its
sole discretion.
  (a)           Performance by the
Purchasers. Each Purchaser shall have performed, satisfied and complied
in all respects with all covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by such Purchaser at or
prior to the Closing.
  (b)           Delivery of Purchase
Price. The Purchase Price for the Notes to be issued at the Closing has
been delivered to the Company.
  (c)           Delivery of Transaction
Documents. The Transaction Documents have been duly executed and
delivered by the Purchasers to the Company.
  
  Section
4.2              Conditions
Precedent
to the Obligation of the Purchasers to Purchase the Notes. The obligation
hereunder of each Purchaser to acquire and pay for the Notes is subject to the
satisfaction or waiver, at or before the Closing, of each of the conditions set
forth below. These conditions are for each Purchaser’s sole benefit and may be
waived by such Purchaser at any time in its sole discretion.
  (a)           Accuracy of the Company’
s  Representations and warranties. Each of the representations
and warranties of the Company in this Agreement shall be true and correct in all
respects as of the date when made and as of the Closing Date, except for
representations and warranties that are expressly made as of a particular date,
which shall be true and correct in all respects as of such date.
  (b)           Performance by the
Company. The Company shall have performed, satisfied and complied in all
respects with all covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior
to the Closing.
  (c)           Notes and Warrants.
The Company shall have executed and delivered to the Purchasers the certificates
(in such denominations as such Purchaser shall request) for the Notes and
Warrants being acquired by such Purchaser at the Closing (in such denominations
as such Purchaser shall request).
  (d)           Material Adverse
Effect. No Material Adverse Effect shall have occurred at or before the
Closing Date.
  ARTICLE
V
  Stock
Certificate Legend
  Section
5.1              Legend.
Each certificate representing the Warrants, and, if appropriate, securities
issued upon the exercise thereof, shall be stamped or otherwise imprinted with a
legend substantially in the following form (in addition to any legend required
by applicable state securities or “blue sky” laws):
  THE
SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT ”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND
SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD,
TRANSFERRED,  OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS.
  
  The
Company agrees to reissue certificates representing any of the Warrant Shares ,
without the legend set forth above if at such time, prior to making any transfer
of any such securities, such holder thereof shall give written notice to the
Company describing the manner and terms of such transfer and removal as the
Company may reasonably request. Such proposed transfer and removal will not be
effected until: (a) either (i) the Company has received an opinion of counsel
reasonably satisfactory to the Company, to the effect that the registration of
the Warrant Shares  under the Securities Act is not required in
connection with such proposed transfer, (ii) a registration statement under the
Securities Act covering such proposed disposition has been filed by the Company
with the Commission and has become effective under the Securities Act, (iii) the
Company has received other evidence reasonably satisfactory to the Company that
such registration and qualification under the Securities Act and state
securities laws are not required, or (iv) the holder provides the Company with
reasonable assurances that such security can be sold pursuant to Rule 144 under
the Securities Act; and (b) either (i) the Company has received an opinion of
counsel reasonably satisfactory to the Company, to the effect that registration
or qualification under the securities or “blue sky” laws of any state is not
required in connection with such proposed disposition, or (ii) compliance with
applicable state securities or “blue sky” laws has been effected or a valid
exemption exists with respect thereto. The Company will respond to any such
notice from a holder within five (5) business days. In the case of any proposed
transfer under this Section 5.1 , the Company will use reasonable
efforts to comply with any such applicable state securities or “blue sky” laws,
but shall in no event be required, (x) to qualify to do business in any state
where it is not then qualified, (y) to take any action that would subject it to
tax or to the general service of process in any state where it is not then
subject, or (z) to comply with state securities or “blue sky” laws of any state
for which registration by coordination is unavailable to the Company. The
restrictions on transfer contained in this Section 5.1 shall be in
addition to, and not by way of limitation of, any other restrictions on transfer
contained in any other section of this Agreement. Whenever a certificate
representing the Warrant Shares  is required to be issued to a
Purchaser without a legend, in lieu of delivering physical certificates
representing the Warrant Shares  (provided that a registration
statement under the Securities Act providing for the resale of the Warrant
Shares  is then in effect), the Company shall cause its transfer agent
to electronically transmit the Warrant Shares  to a Purchaser by
crediting the account of such Purchaser or such Purchaser’s Prime Broker with
the Depository Trust Company (“ DTC ”) through
its Deposit Withdrawal Agent Commission (“ DWAC ”) system
(to the extent not inconsistent with any provisions of this
Agreement).
  ARTICLE
VI
  Indemnification
  Section
6.1              General
Indemnity. The Company agrees to indemnify and hold harmless the
Purchasers (and their respective directors, officers, managers, partners,
members, shareholders, affiliates, agents, attorneys, successors and assigns)
from and against any and all losses, liabilities, deficiencies, costs, damages
and expenses (including, without limitation, reasonable attorneys’ fees, charges
and disbursements) incurred by the Purchasers as a result of any inaccuracy in
or breach of the representations, warranties or covenants made by the Company
herein.
  Section
6.2              Indemnification
Procedure. Any party entitled to indemnification under this Article V (an
“ indemnified party ”) will give written notice to the indemnifying party of any
matters giving rise to a claim for indemnification; provided that the failure of
any party entitled to indemnification hereunder to give notice as provided
herein shall not relieve the indemnifying party of its obligations under this
Article V except to the extent that the indemnifying party is actually
prejudiced by such failure to give notice. In case any action, proceeding or
claim is brought against an indemnified party in respect of which
indemnification is sought hereunder, the indemnifying party shall be entitled to
participate in and, unless in the reasonable judgment of the indemnified party a
conflict of interest between it and the indemnifying party may exist with
respect of such action, proceeding or claim, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. In the event that the
indemnifying party advises an indemnified party that it will contest such a
claim for indemnification hereunder, or fails, within thirty (30) days of
receipt of any indemnification notice to notify, in writing, such person of its
election to defend, settle or compromise, at its sole cost and expense, any
action, proceeding or claim (or discontinues its defense at any time after it
commences such defense), then the indemnified party may, at its option, defend,
settle or otherwise compromise or pay such action or claim. In any event, unless
and until the indemnifying party elects in writing to assume and does so assume
the defense of any such claim, proceeding or action, the indemnified party’s
costs and expenses arising out of the defense, settlement or compromise of any
such action, claim or proceeding shall be losses subject to indemnification
hereunder. The indemnified party shall cooperate fully with the indemnifying
party in connection with any negotiation or defense of any such action or claim
by the indemnifying party and shall furnish to the indemnifying party all
information reasonably available to the indemnified party which relates to such
action or claim. The indemnifying party shall keep the indemnified party fully
apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. If the indemnifying party elects to defend
any such action or claim, then the indemnified party shall be entitled to
participate in such defense with counsel of its choice at its sole cost and
expense. The indemnifying party shall not be liable for any settlement of any
action, claim or proceeding effected without its prior written consent.
Notwithstanding anything in this Article V to the contrary, the indemnifying
party shall not, without the indemnified party’s prior written consent, settle
or compromise any claim or consent to entry of any judgment in respect thereof
which imposes any future obligation on the indemnified party or which does not
include, as an unconditional term thereof, the giving by the claimant or the
plaintiff to the indemnified party of a release from all liability in respect of
such claim. The indemnification required by this Article V shall be made by
periodic payments of the amount thereof during the course of investigation or
defense, as and when bills are received or expense, loss, damage or liability is
incurred, so long as the indemnified party irrevocably agrees to refund such
moneys if it is ultimately determined by a court of competent jurisdiction that
such party was not entitled to indemnification. The indemnity agreements
contained herein shall be in addition to (a) any cause of action or similar
rights of the indemnified party against the indemnifying party or others, and
(b) any liabilities the indemnifying party may be subject to pursuant to the
law.
  
  ARTICLE
VII
  Miscellaneous
  Section
7.1              Specific
Enforcement. The Company and the Purchasers 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 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
7.2              Entire
Agreement; Amendment. This Agreement and the Transaction Documents
contains the entire understanding and agreement of the parties with respect to
the matters covered hereby and, except as specifically set forth herein or in
the Transaction Documents, neither the Company nor any of the Purchasers makes
any representations, warranty, covenant or undertaking with respect to such
matters and they supersede all prior understandings and agreements with respect
to said subject matter, all of which are merged herein. No provision of this
Agreement may be waived or amended other than by a written instrument signed by
the Company and Purchaser, and no provision hereof may be waived other than by
an a written instrument signed by the party against whom enforcement of any such
amendment or waiver is sought. No such amendment shall be effective to the
extent that it applies to less than all of the holders of the Notes then
outstanding. No consideration shall be offered or paid to any person to amend or
consent to a waiver or modification of any provision of any of the Transaction
Documents unless the same consideration is also offerer to all of the parties to
the Transaction Documents or holders of the Notes, as the case may
be.
  Section
7.3              Notices.
Any notice, demand, request, waiver or other communication required or permitted
to be given hereunder shall be in writing and shall be effective (a) upon hand
delivery or facsimile at the address or number designated below (if delivered on
a business day during normal business hours where such notice is to be
received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be
received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:
 
 If
      to the Company:
                  MedPro Safety Products, Inc.
                    817 Winchester Road, Suite 200
                    Lexington, Kentucky 40505
                    Attention:
      Chief Executive Officer
                    Tel.
      No.:859-225-5375
                    Fax
      No.: 859-225-5347
  
 
 with
      copies to:
                  Frost Brown Todd LLC
                    250 W. Main Street, Suite 2800
      |
                    Lexington, KY 40507-1749
                    Tel. No.: 859.244.7517
                    Fax  No.  859.231.0011
                    Attn:  Paul E.
      SullivanIf
      to any Purchaser:
                  At
      the address of such Purchaser set forth aboveAttn:
      Carl KleidmanCc:
      Antti Uusiheimala
  Any
party hereto may from time to time change its address for notices by giving at
least ten (10) days written notice of such changed address to the other parties
hereto.
  Section
7.4              Waivers.
No waiver by either party of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any other provisions, condition or
requirement hereof, nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such right accruing to
it thereafter.
  Section
7.5              Headings.
The article, section and subsection headings in this Agreement are for
convenience only and shall not constitute a part of this Agreement for any other
purpose and shall not be deemed to limit or affect any of the provisions
hereof.
  Section
7.6              Successors
and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and assigns.
  Section
7.7              Governing
Law; Consent to Jurisdiction. The parties acknowledge and agree that any
claim, controversy, dispute or action relating in any way to this agreement or
the subject matter of this agreement shall be governed solely by the laws of the
State of New York, without regard to any conflict of laws
doctrines.  The parties irrevocably consent to being served with legal
process issued from the state and federal courts located in New York and
irrevocably consent to the exclusive personal jurisdiction of the federal and
state courts situated in the State of New York.  The parties
irrevocably waive any objections to the personal jurisdiction of these
courts.  Said courts shall have sole and exclusive jurisdiction over
any and all claims, controversies, disputes and actions which in any way relate
to this agreement or the subject matter of this agreement.  The
parties also irrevocably waive any objections that these courts constitute an
oppressive, unfair, or inconvenient forum and agree not to seek to change venue
on these grounds or any other grounds. The parties hereby agree that the
prevailing party in any suit, action or proceeding arising out of or relating to
this Agreement, shall be entitled to reimbursement for reasonable legal fees
from the non-prevailing party. The parties hereby waive all rights to a trial by
jury. Nothing in this Section 7.7 shall affect or limit any right to serve
process in any other manner permitted by law.
  Section
7.8              Survival.
The representations and warranties of the Company and the Purchasers shall
survive the execution and delivery hereof and the Closing
hereunder.
  Section
7.9              Counterparts.
This Agreement may be executed in any number of counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same Agreement, and shall become effective when
counterparts have been signed by each party and delivered to the other parties
hereto, it being understood that all parties need not sign the same counterpart.
In the event that any signature is delivered by facsimile or electronic mail
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.
  
  Section
7.10              Publicity.
The Company agrees that it will not disclose, and will not include in any public
announcement, the name of the Purchasers without the consent of the Purchasers
unless and until such disclosure is required by law or applicable regulation,
and then only to the extent of such requirement.
  Section
7.11              Severability.
The provisions of this Agreement and the Transaction Documents are severable
and, in the event that any court of competent jurisdiction shall determine that
any one or more of the provisions or part of the provisions contained in this
Agreement or the Transaction Documents shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision or part of a provision of
this Agreement or the Transaction Documents and such provision shall be reformed
and construed as if such invalid or illegal or unenforceable provision, or part
of such provision, had never been contained herein, so that such provisions
would be valid, legal and enforceable to the maximum extent
possible.
  Section
7.12              Further
Assurances. From and after the date of this Agreement, upon the request
of any Purchaser or the Company, each of the Company and the Purchasers shall
execute and deliver such instrument, documents and other writings as may be
reasonably necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement, the Notes, and any other
Transaction Documents.
  Section
7.13              Definitions.
  “Contingent
Obligation” means, as to any Person, any direct or indirect liability,
contingent or otherwise, of that Person with respect to any indebtedness, lease,
agreement or other obligation of another Person if the primary purpose or intent
of the Person incurring such liability, or the primary effect thereof, is to
provide assurance to the obligee of such liability that such liability will be
paid or discharged, or that any agreements relating thereto will be complied
with, or that the holders of such liability will be protected (in whole or in
part) against loss with respect thereto
  “Indebtedness” shall
mean (a) any liabilities for borrowed money or amounts owed, whether
individually or in aggregate, in excess of $100,000 (other than trade accounts
payable incurred in the ordinary course of business), and (b) all guaranties
(including but not limited to security interests), endorsements and other
Contingent Obligations (as defined below) in respect of Indebtedness of others,
whether or not the same are or should be reflected in the Company’s balance
sheet (or the notes thereto), except guaranties by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary
course of business.
  “Material Adverse
Effect” means any material adverse effect on the business, operations,
properties, prospects or financial condition of the Company and its
subsidiaries, taken as a whole, and/or any condition, circumstance, or situation
that would prohibit or otherwise impair the ability of the Company to perform
any of its obligations under this Agreement in any material respect; provided,however, that any
adverse effect that that is caused primarily by conditions generally affecting
the U.S. economy shall be deemed not to be a Material Adverse
Effect.
  “Obligations” shall
mean all advances, liabilities and obligations for the payment of monetary
amounts owing by Company to the Purchasers arising under this Agreement or the
Transaction Documents including without limitation all fees, charges, claims,
expenses, attorneys’ fees and any other sum chargeable to the Company under this
Agreement or the Transaction Documents.
  “Permitted
Indebtedness” shall mean (a) the Company’s indebtedness as of the date of
this Agreement and Obligations; (b) indebtedness to trade creditors incurred in
the ordinary course of business; (c) indebtedness secured by Permitted Liens;
(d) extensions, refinancings, modifications, amendments and restatements of any
items of Permitted Indebtedness (a) through (c) above, provided that, without
the express consent of the Purchaser, the principal amount thereof is not
increased, the security interest (if applicable) is not expanded and the terms
thereof are generally not modified to materially increase the liabilities of the
Company or its Subsidiaries; and (e) any additional indebtedness with
Purchaser’s prior written approval. Notwithstanding anything above, the Company
shall have the right to replace the term loans from the Fifth Third by means of
additional debt financing.
  
  “Permitted Liens” are:
(a) liens existing on the date of this Agreement or arising under this
Agreement; (b) liens for taxes, fees, assessments or other government charges or
levies, either not delinquent or being contested in good faith and for which
Borrower maintains adequate reserves on its books; (c) purchase money liens (i)
on equipment acquired or held by the Company or its Subsidiaries incurred for
financing the acquisition of the equipment, or (ii) existing on equipment when
acquired, if the lien is confined to such equipment and the proceeds of the
equipment; (d) liens incurred in the extension, renewal or refinancing of the
indebtedness secured by liens described in (a) through (d), but any extension,
renewal or replacement lien must be limited to the property encumbered by the
existing lien and the principal amount of the indebtedness may not
increase.
  “Subsidiary” shall
mean any corporation or other entity of which at least a majority of the
securities or other ownership interest having ordinary voting power (absolutely
or contingently) for the election of directors or other persons performing
similar functions are at the time owned directly or indirectly by the Company
and/or any of its other Subsidiaries. All of the outstanding shares of capital
stock of each Subsidiary have been duly authorized and validly issued, and are
fully paid and nonassessable. There are no outstanding preemptive, conversion or
other rights, options, warrant or agreements granted or issued by or binding
upon any Subsidiary for the purchase or acquisition of any shares of capital
stock of any Subsidiary or any other securities convertible into, exchangeable
for or evidencing the rights to subscribe for any shares of such capital stock.
Neither the Company nor any Subsidiary is subject to any obligation (contingent
or otherwise) to repurchase or otherwise acquire or retire any shares of the
capital stock of any Subsidiary or any convertible securities, rights, warrant
or options of the type described in the preceding sentence. Neither the Company
nor any Subsidiary is party to, nor has any knowledge of, any agreement
restricting the voting or transfer of any shares of the capital stock of any
Subsidiary.
  [
remainder of page intentionally left blank ]
  
  IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officer as of the date first above
written.
 
 MEDPRO
      SAFETY PRODUCTS, INC.By:
                  /s/ Walter W.
  WellerName:  Walter
      W. WellerTitle:  President
      and Chief Operating OfficerVISION
      OPPORTUNITY MASTER FUND, LTD .By:
                  /s/ Adam BenowitzName:  Adam
      BenowitzTitle:  Director
  
  Schedule
A
 
 Closing
                          
                          Name and Address
                            of the Purchaser
                          
                          Purchase
                            Price
                          
                          Notes & Warrants PurchasedClosing
                          
                          Vision
      Opportunity Master Fund, Ltd.
                          
                          $450,000
                          
                          $450,000
      principal amount of the Notec/o
      Vision Capital Advisors, LLC
                          
                          
                          
                          112,500
      warrants (exercisable at $4.00)20
      West 55 th Street, 5th
      floorNew
      York, NY 10019212-849-8225Attn:
      Carl KleidmanEmail:
      c.kleidman@visicap.comCc:
      Antti UusiheimalaEmail:
      antti@visicap.com
  
  EXHIBIT
A
 to
the
 SECURITIES
PURCHASE AGREEMENT FOR
 MEDPRO
SAFETY PRODUCTS, INC.
 
 FORM OF
NOTE
  
  THIS
NOTE AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ ACT”), OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A
WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY
TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED,  OR OTHERWISE
DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE
SECURITIES LAWS.
 
 MEDPRO
SAFETY PRODUCTS, INC.
 
 6%
Promissory Note
 
 Date:
March 31, 2010
 
 $450,000.00
 
 For value
received, MEDPRO SAFETY PRODUCTS, INC., a Nevada corporation (the “ Company”
or the “ Maker”),
hereby promises to pay to the order of Vision Opportunity Master Fund,
Ltd. (together with its successors, representatives, and permitted assigns,
the “ Holder”),
in accordance with the terms hereinafter provided, the principal amount
of FOUR HUNDRED FIFTY THOUSAND ($450,000.00) dollars, together with
interest thereon.  The Maker is issuing this note (the “ Note”)
to the Holder pursuant to the Purchase Agreement (as defined in Section
1.1hereof).
 
 All
payments under or pursuant to this Note shall be made in United States Dollars
in immediately available funds to the Holder at the address of the Holder as set
forth in the Purchase Agreement or at such other place as the Holder may
designate from time to time in writing to the Maker or by wire transfer of funds
to the Holder’s account, instructions for which are attached hereto as Exhibit
A. The
outstanding principal balance and all accrued Interest (as defined herein) of
this Note shall be due and payable on June 30, 2010 (the “ Maturity
Date”) or at such earlier time as provided herein.
 
 ARTICLE
I
 
 Section
1.1       Purchase
Agreement.  This
Note has been executed and delivered pursuant to the Securities Purchase
Agreement dated as of March 31, 2010 (the “Purchase
Agreement”)
by and among the Maker and the Purchaser.  Capitalized terms used and
not otherwise defined herein shall have the meanings set forth for such terms in
the Purchase Agreement.
 
 Section
1.2       Interest.  Beginning
on the issuance date of this Note (the “ Issuance
Date”),
the outstanding principal balance of this Note shall bear interest (“ Interest”),
at a rate per annum equal to six percent (6%), so long as any principal amount
evidenced by this Note remains outstanding. Interest shall be payable in cash,
on the Maturity Date.  Interest shall be computed on the basis of a
360-day year of twelve (12) 30-day months and shall accrue commencing on the
Issuance Date.  Furthermore, upon the occurrence of an Event of
Default (as defined in Section
2.1hereof),
then to the extent permitted by law, the Maker will pay Interest in cash to the
Holder, payable on demand, on the outstanding principal balance of this Note
from the date of the Event of Default through the date of payment at a new rate
of the lesser of twelve percent (12%) and the maximum applicable legal rate per
annum (the “ Default
Rate”).
 
 Section
1.3       Payment on Non-Business
Days.  Whenever
any payment to be made shall be due on a Saturday, Sunday or a public holiday
under the laws of the State of New York, such payment may be due on the next
succeeding business day and such next succeeding day shall be included in the
calculation of the amount of accrued Interest payable on such
date.
  
  Section
1.4       Transfer.  This
Note may be transferred or sold, subject to the provisions of Section
4.8of
this Note, or pledged, hypothecated or otherwise granted as security by the
Holder.
 
 Section
1.5       Replacement.  Upon
receipt of a duly executed and notarized written statement from the Holder with
respect to the loss, theft or destruction of this Note (or any replacement
hereof) and a standard indemnity reasonably satisfactory to the Maker, or, in
the case of a mutilation of this Note, upon surrender and cancellation of such
Note, the Maker shall issue a new Note, of like tenor and amount, in lieu of
such lost, stolen, destroyed or mutilated Note.
 
 ARTICLE
II
 
 EVENTS OF
DEFAULT;  REMEDIES
 
 Section
2.1       Events of
Default.  The
occurrence of any of the following events shall be an “ Event of
Default”
under this Note:
 
 (a)           the
Maker shall fail to make any principal or Interest payments due under this Note
on the date such payments are due and such default is not fully cured within ten
(10) business days after the occurrence thereof; or
 
 (b)           the
suspension from listing, without subsequent listing on any one of, or the
failure of the Common Stock to be listed or quoted on at least one of the OTC
Bulletin Board, the American Stock Exchange, the NASDAQ Global Market, the
NASDAQ Capital Market or The New York Stock Exchange, Inc. for a period of ten
(10) consecutive Trading Days; or
 
 (c)           default
shall be made in the performance or observance of (i) any covenant, condition or
agreement contained in this Note and such default is not fully cured within ten
(10) business days after the Holder delivers written notice to the Maker of the
occurrence thereof or (ii) any covenant, condition or agreement contained in the
Purchase Agreement, the Other Notes, the Warrants or any other Transaction
Document which is not covered by any other provisions of this Section
2.1and
such default is not fully cured within ten (10) business days after the Holder
delivers written notice to the Maker of the occurrence
thereof;  or
 
 (d)           any
material representation or warranty made by the Maker herein or in the Purchase
Agreement, the Other Notes, the Warrants or any other Transaction Document shall
prove to have been false or incorrect or breached in a material respect on the
date as of which made and the Holder delivers written notice to the Maker of the
occurrence thereof; or
 
 (e)           the
occurrence of an event of default under any other Transaction
Document.
 
 Section
2.2       Remedies Upon An Event of
Default.  If
an Event of Default shall have occurred and shall be continuing, the Holder of
this Note may at any time declare the entire unpaid principal balance of this
Note, together with all Interest accrued hereon, due and payable, and thereupon,
the same shall be accelerated and so due and payable, without presentment,
demand, protest, or notice, all of which are hereby expressly unconditionally
and irrevocably waived by the Maker.  No course of delay on the part
of the Holder shall operate as a waiver thereof or otherwise prejudice the right
of the Holder.  No remedy conferred hereby shall be exclusive of any
other remedy referred to herein or now or hereafter available at law, in equity,
by statute or otherwise.
  
  ARTICLE
III
 
 MISCELLANEOUS
 
 Section
3.1       Notices.  Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery or facsimile at the address or number designated in the Purchase
Agreement (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business hours
where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever shall first
occur.  The Maker will give written notice to the Holder at least ten
(10) days prior to the date on which the Company takes a record (x) with respect
to any dividend or distribution upon the Common Stock, (y) with respect to any
pro rata subscription offer to holders of Common Stock or (z) for determining
rights to vote with respect to any Organic Change, dissolution, liquidation or
winding-up but in no event shall such notice be provided to the Holder prior to
such information being made known to the public.  The Maker will also
give written notice to the Holder at least ten (10) days prior to the date on
which any Organic Change, dissolution, liquidation or winding-up will take place
but in no event shall such notice be provided to the Holder prior to such
information being made known to the public. The Maker shall promptly notify the
Holder of any notices sent or received, or any actions taken with respect to the
Other Notes.
 
 Section
3.2       Governing Law; Consent to
Jurisdiction. The parties
acknowledge and agree that any claim, controversy, dispute or action relating in
any way to this agreement or the subject matter of this agreement shall be
governed solely by the laws of the State of New York, without regard to any
conflict of laws doctrines.  The parties irrevocably consent to being
served with legal process issued from the state and federal courts located in
New York and irrevocably consent to the exclusive personal jurisdiction of the
federal and state courts situated in the State of New York.  The
parties irrevocably waive any objections to the personal jurisdiction of these
courts.  Said courts shall have sole and exclusive jurisdiction over
any and all claims, controversies, disputes and actions which in any way relate
to this agreement or the subject matter of this agreement.  The
parties also irrevocably waive any objections that these courts constitute an
oppressive, unfair, or inconvenient forum and agree not to seek to change venue
on these grounds or any other grounds. Nothing in this Section
3.2shall
affect or limit any right to serve process in any other manner permitted by
law.
 
 Section
3.3       Headings.  Article
and section headings in this Note are included herein for purposes of
convenience of reference only and shall not constitute a part of this Note for
any other purpose.
 
 Section
3.4       Remedies, Characterizations,
Other Obligations, Breaches and Injunctive Relief.  The
remedies provided in this Note shall be cumulative and in addition to all other
remedies available under this Note, at law or in equity (including, without
limitation, a decree of specific performance and/or other injunctive relief), no
remedy contained herein shall be deemed a waiver of compliance with the
provisions giving rise to such remedy and nothing herein shall limit a Holder’s
right to pursue actual damages for any failure by the Maker to comply with the
terms of this Note.  Amounts set forth or provided for herein with
respect to payments shall be the amounts to be received by the Holder hereof and
shall not, except as expressly provided herein, be subject to any other
obligation of the Maker (or the performance thereof). The Maker acknowledges
that a breach by it of its obligations hereunder will cause irreparable and
material harm to the Holder and that the remedy at law for any such breach may
be inadequate. Therefore the Maker agrees that, in the event of any such breach
or threatened breach, the Holder shall be entitled, in addition to all other
available rights and remedies, at law or in equity, to seek and obtain such
equitable relief, including but not limited to an injunction restraining any
such breach or threatened breach, without the necessity of showing economic loss
and without any bond or other security being required.
  
  Section
3.5       Enforcement
Expenses.  The
Maker agree to pay all costs and expenses of the Holder incurred as a result of
enforcement of this Note, including, without limitation, reasonable attorneys’
fees and expenses.
 
 Section
3.6       Binding Effect.  The
obligations of the Maker and the Holder set forth herein shall be binding upon
the successors and assigns of each such party, whether or not such successors or
assigns are permitted by the terms hereof.
 
 Section
3.7       Amendments.  This
Note may not be modified or amended in any manner except in writing executed by
the Maker and the Holder.
 
 Section
3.8       Compliance with Securities
Laws.  The
Holder of this Note acknowledges that this Note is being acquired solely for the
Holder’s own account and not as a nominee for any other party, and for
investment, and that the Holder shall not offer, sell or otherwise dispose of
this Note.  This Note and any Note issued in substitution or
replacement therefor shall be stamped or imprinted with a legend in
substantially the following form:
 
 “THIS
NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A
WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY
TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED,  OR OTHERWISE
DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE
SECURITIES LAWS.”
 
 Section
3.9       Parties in
Interest.  This
Note shall be binding upon, inure to the benefit of and be enforceable by the
Maker, the Holder and their respective successors and permitted
assigns.
 
 Section
3.10     Failure or Indulgence Not
Waiver.  No
failure or delay on the part of the Holder in the exercise of any power, right
or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other right, power or privilege, nor shall
any waiver by the Holder of any such right or rights on any one occasion be
deemed a waiver of the same right or rights on any future occasion.
 
 Section
3.11     Maker’s Waivers.
 
 (a)       Except
as otherwise specifically provided herein, the Maker and all others that may
become liable for all or any part of the obligations evidenced by this Note,
hereby waive presentment, demand, notice of nonpayment, protest and all other
demands’ and notices in connection with the delivery, acceptance, performance
and enforcement of this Note, and do hereby consent to any number of renewals of
extensions of the time or payment hereof and agree that any such renewals or
extensions may be made without notice to any such persons and without affecting
their liability herein and do further consent to the release of any person
liable hereon, all without affecting the liability of the other persons, firms
or Maker liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY
JURY.
 
 (b)      THE
MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A
COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY
WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY
WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO
USE.
  
  [ remainder of page intentionally left
blank]
  
  IN
WITNESS WHEREOF, the Maker has caused this Note to be duly executed as of the
Issuance Date set out above.
 
 MEDPRO
      SAFETY PRODUCTS, INC..By:Name:Title:
  
  EXHIBIT
B
 to
the
 SECURITIES
PURCHASE AGREEMENT FOR
 MEDPRO
SAFETY PRODUCTS, INC.
 
 FORM
OFWARRANT




THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT”), OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A
WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY
TO THE COMPANY THAT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE HEREOF MAY BE SOLD, TRANSFERRED,  OR OTHERWISE DISPOSED OF,
UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE
SECURITIES LAWS.





WARRANT
TO PURCHASE





SHARES OF
COMMON STOCK





OF





MEDPRO
SAFETY PRODUCTS, INC.





Expires
March  31, 2015





No.: [   ]
            Number
      of Shares:
      112,500Date
      of Issuance: March 31, 2010





FOR VALUE
RECEIVED, the undersigned, MEDPRO SAFETY PRODUCTS, INC.., a Nevada corporation
(together with its successors and assigns, the “ Issuer”),
hereby certifies that Vision Opportunity Master Fund, Ltd. or its
registered assigns is entitled to subscribe for and purchase, during the Term
(as hereinafter defined), up to ONE HUNDRED AND TWELVE THOUSAND FIVE HUNDRED
(112,500) shares (subject to adjustment as hereinafter provided) of the duly
authorized, validly issued, fully paid and non-assessable Common Stock of the
Issuer, at an exercise price per share equal to the Warrant Price then in
effect, subject, however, to the provisions and upon the terms and conditions
hereinafter set forth.  Capitalized terms used in this Warrant and not
otherwise defined herein shall have the respective meanings specified
in Section
8hereof.





1.           Term.  The
term of this Warrant shall commence on March 31, 2010 and shall expire at 6:00
p.m., Eastern Time, on March 31, 2015 (such period being the “ Term”).





2.           Method of Exercise; Payment; Issuance
of New Warrant; Transfer and Exchange.





(a)       
  Time of
Exercise.  The purchase rights represented by this Warrant may
be exercised in whole or in part during the Term.




(b)         Method of
Exercise.  The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder's election (i) by certified or official bank
check or by wire transfer to an account designated by the Issuer, (ii) by
“cashless exercise” in accordance with the provisions of subsection
(c)of
this Section
2,
or (iii) by a combination of the foregoing methods of payment selected by the
Holder of this Warrant.








(c)          Cashless
Exercise.  Notwithstanding any provisions herein to the
contrary and commencing twelve (12) months following the Original Issue Date, if
the Per Share Market Value of one share of Common Stock is greater than the
Warrant Price, the Holder may exercise this Warrant by a cashless exercise and
shall receive the number of shares of Common Stock equal to an amount (as
determined below) by surrender of this Warrant at the principal office of the
Issuer together with the properly endorsed Notice of Exercise in which event the
Issuer shall issue to the Holder a number of shares of Common Stock computed
using the following formula:





X =
      Y - (A)(Y)BWhere
              X
      =
              the
      number of shares of Common Stock to be issued to the
    Holder.Y
      =
              the
      number of shares of Common Stock purchasable upon exercise of all of the
      Warrant or, if only a portion of the Warrant is being exercised, the
      portion of the Warrant being exercised.A
      =
              the
      Warrant Price.B
      =
              the
      Per Share Market Value of one share of Common
  Stock.





(d)          Issuance of Stock
Certificates.  In the event of any exercise of this Warrant in
accordance with and subject to the terms and conditions hereof, certificates for
the shares of Warrant Stock so purchased shall be dated the date of such
exercise and delivered to the Holder hereof within a reasonable time, not
exceeding three (3) Trading Days after such exercise (the “ Delivery
Date”)
or, at the request of the Holder (provided that a registration statement under
the Securities Act providing for the resale of the Warrant Stock is then in
effect), issued and delivered to the Depository Trust Company (“ DTC”)
account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
System (“ DWAC”)
within a reasonable time, not exceeding three (3) Trading Days after such
exercise, and the Holder hereof shall be deemed for all purposes to be the
holder of the shares of Warrant Stock so purchased as of the date of such
exercise.  Notwithstanding the foregoing to the contrary, the Issuer
or its transfer agent shall only be obligated to issue and deliver the shares to
the DTC on a holder’s behalf via DWAC if the Issuer and its transfer agent are
participating in DTC through the DWAC system.  The Holder shall
deliver this original Warrant, or an indemnification undertaking with respect to
such Warrant in the case of its loss, theft or destruction, at such time that
this Warrant is fully exercised.  With respect to partial exercises of
this Warrant, the Issuer shall keep written records for the Holder of the number
of shares of Warrant Stock exercised as of each date of
exercise.





(e)          Compensation for Buy-In on
Failure to Timely Deliver Certificates Upon Exercise.  In
addition to any other rights available to the Holder, if the Issuer fails to
cause its transfer agent to transmit to the Holder a certificate or certificates
representing the Warrant Stock pursuant to an exercise on or before the Delivery
Date, and if after such date the Holder is required by its broker to purchase
(in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Stock which the Holder
anticipated receiving upon such exercise (a “ Buy-In”),
then the Issuer shall (1) pay in cash to the Holder the amount by which (x) the
Holder’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (A) the number of shares of Warrant Stock that the Issuer was
required to deliver to the Holder in connection with the exercise at
issue times(B) the price at which
the sell order giving rise to such purchase obligation was executed, and (2) at
the option of the Holder, either reinstate the portion of the Warrant and
equivalent number of shares of Warrant Stock for which such exercise was not
honored or deliver to the Holder the number of shares of Common Stock that would
have been issued had the Issuer timely complied with its exercise and delivery
obligations hereunder.  For example, if the Holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
an attempted exercise of the Warrant for shares of Common Stock with an
aggregate sale price giving rise to such purchase obligation of $10,000, under
clause (1) of the immediately preceding sentence the Issuer shall be required to
pay the Holder $1,000. The Holder shall provide the Issuer written notice
indicating the amounts payable to the Holder in respect of the Buy-In, together
with applicable confirmations and other evidence reasonably requested by the
Issuer.  Nothing herein shall limit a Holder’s right to pursue any
other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Issuer’s failure to timely deliver certificates representing
shares of Common Stock upon exercise of this Warrant as required pursuant to the
terms hereof.







(f)           Transferability/Exchangeability
of Warrant.  Subject to Section
2(h)hereof,
this Warrant may be transferred by a Holder, in whole or in part, without the
consent of the Issuer.  If transferred pursuant to this paragraph,
this Warrant may be transferred on the books of the Issuer by the Holder hereof
in person or by duly authorized attorney, upon surrender of this Warrant at the
principal office of the Issuer, properly endorsed (by the Holder executing an
assignment in the form attached hereto) and upon payment of any necessary
transfer tax or other governmental charge imposed upon such
transfer.  This Warrant is exchangeable at the principal office of the
Issuer for Warrants to purchase the same aggregate number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of Warrant Stock as the Holder hereof shall designate at the time of such
exchange.  All Warrants issued on transfers or exchanges shall be
dated the Original Issue Date and shall be identical with this Warrant except as
to the number of shares of Warrant Stock issuable pursuant thereto.





(g)          Continuing Rights of
Holder.  The Issuer will, at the time of or at any time after
each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge in writing the extent, if any, of its continuing obligation to
afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this
Warrant; providedthat if any such Holder
shall fail to make, or the Issuer shall fail to honor, any such request, the
failure shall not affect the continuing obligation of the Issuer to afford such
rights to such Holder.




(h)          Compliance with Securities
Laws.





(i)           The
Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and
the shares of Warrant Stock to be issued upon exercise hereof are being acquired
solely for the Holder's own account and not as a nominee for any other party,
and for investment, and that the Holder will not offer, sell or otherwise
dispose of this Warrant or any shares of Warrant Stock to be issued upon
exercise hereof except pursuant to an effective registration statement, or an
exemption from registration, under the Securities Act and any applicable state
securities laws.





(ii)           Except
as provided in paragraph (iii) below, this Warrant and all certificates
representing shares of Warrant Stock issued upon exercise hereof shall be
stamped or imprinted with a legend in substantially the following
form:





THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT”), OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF A
WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY
TO THE COMPANY THAT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE HEREOF MAY BE SOLD, TRANSFERRED,  OR OTHERWISE DISPOSED OF,
UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE
SECURITIES LAWS.





(iii)            The
Issuer agrees to reissue this Warrant or certificates representing any of the
Warrant Stock, without the legend set forth above if at such time, prior to
making any transfer of any such securities, the Holder shall give written notice
to the Issuer describing the manner and terms of such transfer.  Such
proposed transfer will not be effected until: (a) either (i) the Issuer has
received an opinion of counsel reasonably satisfactory to the Issuer, to the
effect that the registration of such securities under the Securities Act is not
required in connection with such proposed transfer, (ii) a registration
statement under the Securities Act covering such proposed disposition has been
filed by the Issuer with the Securities and Exchange Commission and has become
effective under the Securities Act, (iii) the Issuer has received other evidence
reasonably satisfactory to the Issuer that such registration and qualification
under the Securities Act and state securities laws are not required, or (iv) the
Holder provides the Issuer with reasonable assurances that such security can be
sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the
Issuer has received an opinion of counsel reasonably satisfactory to the Issuer,
to the effect that registration or qualification under the securities or “blue
sky” laws of any state is not required in connection with such proposed
disposition, or (ii) compliance with applicable state securities or “blue sky”
laws has been effected or a valid exemption exists with respect
thereto.  The Issuer will respond to any such notice from a holder
within three (3) Trading Days.  In the case of any proposed transfer
under this Section
2(h),
the Issuer will pay the expenses of and use reasonable efforts to comply with
any such applicable state securities or “blue sky” laws, but shall in no event
be required, (x) to qualify to do business in any state where it is not then
qualified, or (y) to take any action that would subject it to tax or to the
general service of process in any state where it is not then subject. The
restrictions on transfer contained in this Section
2(h)shall
be in addition to, and not by way of limitation of, any other restrictions on
transfer contained in any other section of this Warrant.  Whenever a
certificate representing the Warrant Stock is required to be issued to a the
Holder without a legend, at the request of the Holder, in lieu of delivering
physical certificates representing the Warrant Stock, the Issuer shall cause its
transfer agent to electronically transmit the Warrant Stock to the Holder by
crediting the account of the Holder's Prime Broker with DTC through its DWAC
system (to the extent not inconsistent with any provisions of this Warrant or
the Purchase Agreement).





(i)           Accredited Investor
Status.  In no event may the Holder exercise this Warrant in
whole or in part unless the Holder is an “accredited investor” as defined in
Regulation D under the Securities Act.





3.           Stock
Fully Paid; Reservation and Listing of Shares; Covenants.





(a)          Stock Fully
Paid.  The Issuer represents, warrants, covenants and agrees
that all shares of Warrant Stock which may be issued upon the exercise of this
Warrant or otherwise hereunder will, when issued in accordance with the terms of
this Warrant, be duly authorized, validly issued, fully paid and non-assessable
and free from all taxes, liens and charges.  The Issuer further
covenants and agrees that during the period within which this Warrant may be
exercised, the Issuer will at all times have authorized and reserved for the
purpose of the issuance upon exercise of this Warrant a number of authorized but
unissued shares of Common Stock equal to at least one hundred twenty percent
(120%) of the number of shares of Common Stock issuable upon exercise of this
Warrant without regard to any limitations on exercise.





(b)           Reservation.  If
any shares of Common Stock required to be reserved for issuance upon exercise of
this Warrant or as otherwise provided hereunder require registration or
qualification with any Governmental Authority under any federal or state law
before such shares may be so issued, the Issuer will in good faith use its best
efforts as expeditiously as possible at its expense to cause such shares to be
duly registered or qualified.  If the Issuer shall list any shares of
Common Stock on any securities exchange or market it will, at its expense, list
thereon, and maintain and increase when necessary such listing of, all shares of
Warrant Stock from time to time issued upon exercise of this Warrant or as
otherwise provided hereunder ( providedthat such Warrant Stock
has been registered pursuant to a registration statement under the Securities
Act then in effect), and, to the extent permissible under the applicable
securities exchange rules, all unissued shares of Warrant Stock which are at any
time issuable hereunder, so long as any shares of Common Stock shall be so
listed.  The Issuer will also so list on each securities exchange or
market, and will maintain such listing of, any other securities which the Holder
of this Warrant shall be entitled to receive upon the exercise of this Warrant
if at the time any securities of the same class shall be listed on such
securities exchange or market by the Issuer.








(c)          Covenants.  The
Issuer shall not by any action including, without limitation, amending the
Certificate of Incorporation or the by-laws of the Issuer, or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of the Holder
hereof against dilution (to the extent specifically provided herein) or
impairment.  Without limiting the generality of the foregoing, the
Issuer will (i) not permit the par value, if any, of its Common Stock to exceed
the then effective Warrant Price, (ii) not amend or modify any provision of the
Certificate of Incorporation or by-laws of the Issuer in any manner that would
materially and adversely affect the rights of the Holders of the Warrants, (iii)
take all such action as may be reasonably necessary in order that the Issuer may
validly and legally issue fully paid and nonassessable shares of Common Stock,
free and clear of any liens, claims, encumbrances and restrictions (other than
as provided herein) upon the exercise of this Warrant, and (iv) use its best
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be reasonably
necessary to enable the Issuer to perform its obligations under this
Warrant.





(d)          Loss, Theft, Destruction,
Mutilation of Warrants.  Upon receipt of evidence satisfactory
to the Issuer of the ownership of and the loss, theft, destruction or mutilation
of any Warrant and, in the case of any such loss, theft or destruction, upon
receipt of indemnity or security satisfactory to the Issuer or, in the case of
any such mutilation, upon surrender and cancellation of such Warrant, the Issuer
will make and deliver, in lieu of such lost, stolen, destroyed or mutilated
Warrant, a new Warrant of like tenor and representing the right to purchase the
same number of shares of Common Stock.





(e)          Payment of
Taxes.  The Issuer will pay any documentary stamp taxes
attributable to the initial issuance of the Warrant Stock issuable upon exercise
of this Warrant; provided, however, that the Issuer shall
not be required to pay any tax or taxes which may be payable in respect of any
transfer involved in the issuance or delivery of any certificates representing
Warrant Stock in a name other than that of the Holder in respect to which such
shares are issued.





4.           Adjustment
of Warrant Price and Number of Shares Issuable Upon
Exercise.  The Warrant Price and the number of shares of
Warrant Stock that may be purchased upon exercise of this Warrant shall be
subject to adjustment from time to time as set forth in this Section
4. The Issuer shall give the Holder notice of any event described below
which requires an adjustment pursuant to this Section
4in
accordance with the notice provisions set forth in Section
5.




(a)          Recapitalization,
Reorganization, Reclassification, Consolidation, Merger or
Sale.





(i)           In
case the Issuer after the Original Issue Date shall do any of the following
(each, a “ Triggering
Event”):
(a) consolidate or merge with or into any other Person and the Issuer shall not
be the continuing or surviving Person of such consolidation or merger, or (b)
permit any other Person to consolidate with or merge into the Issuer and the
Issuer shall be the continuing or surviving Person but, in connection with such
consolidation or merger, any Capital Stock of the Issuer shall be changed into
or exchanged for Securities of any other Person or cash or any other property,
or (c) transfer all or substantially all of its properties or assets to any
other Person, or (d) effect a capital reorganization or reclassification of its
Capital Stock, then, and in the case of each such Triggering Event, proper
provision shall be made to the Warrant Price and the number of shares of Warrant
Stock that may be purchased upon exercise of this Warrant so that, upon the
basis and the terms and in the manner provided in this Warrant, the Holder of
this Warrant shall be entitled upon the exercise hereof at any time after the
consummation of such Triggering Event, to the extent this Warrant is not
exercised prior to such Triggering Event, to receive at the Warrant Price as
adjusted to take into account the consummation of such Triggering Event, in lieu
of the Common Stock issuable upon such exercise of this Warrant prior to such
Triggering Event, the Securities, cash and property to which such Holder would
have been entitled upon the consummation of such Triggering Event if such Holder
had exercised the rights represented by this Warrant immediately prior thereto
(including the right of a shareholder to elect the type of consideration it will
receive upon a Triggering Event), subject to adjustments (subsequent to such
corporate action) as nearly equivalent as possible to the adjustments provided
for elsewhere in this Section
4, provided, however, the Holder at its
option may elect to receive an amount in cash equal to the value of this Warrant
calculated in accordance with the Black-Scholes formula.  Immediately
upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in
writing of such Triggering Event and provide the calculations in determining the
number of shares of Warrant Stock issuable upon exercise of the new warrant and
the adjusted Warrant Price.  Upon the Holder’s request, the continuing
or surviving Person as a result of such Triggering Event shall issue to the
Holder a new warrant of like tenor evidencing the right to purchase the adjusted
number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the
terms and provisions of this Section
4(a)(i).  Notwithstanding
the foregoing to the contrary, this Section
4(a)(i)shall
only apply if the surviving entity pursuant to any such Triggering Event has a
class of equity securities registered pursuant to the Exchange Act, and its
common stock is listed or quoted on a national securities exchange, national
automated quotation system or the OTC Bulletin Board.  In the event
that the surviving entity pursuant to any such Triggering Event is not a public
company that is registered pursuant to the Exchange Act, or its common stock is
not listed or quoted on a national securities exchange, national automated
quotation system or the OTC Bulletin Board, then the Holder shall have the right
to demand that the Issuer pay to the Holder an amount in cash equal to the value
of this Warrant calculated in accordance with the Black-Scholes
formula.








(ii)           In
the event that the Holder has elected not to exercise this Warrant prior to the
consummation of a Triggering Event and has also elected not to receive an amount
in cash equal to the value of this Warrant calculated in accordance with the
Black-Scholes formula pursuant to the provisions of Section
4(a)(i)above,
so long as the surviving entity pursuant to any Triggering Event is a company
that has a class of equity securities registered pursuant to the Exchange Act,
and its common stock is listed or quoted on a national securities exchange,
national automated quotation system or the OTC Bulletin Board, the surviving
entity and/or each Person (other than the Issuer) which may be required to
deliver any shares of Warrant Stock (including all Securities, cash or property)
upon the exercise of this Warrant as provided herein shall assume, by written
instrument delivered to, and reasonably satisfactory to, the Holder of this
Warrant, (A) the obligations of the Issuer under this Warrant (and if the Issuer
shall survive the consummation of such Triggering Event, such assumption shall
be in addition to, and shall not release the Issuer from, any continuing
obligations of the Issuer under this Warrant) and (B) the obligation to deliver
to such Holder such Securities, cash or property as, in accordance with the
foregoing provisions of this subsection
(a),
such Holder shall be entitled to receive, and the surviving entity and/or each
such Person shall have similarly delivered to such Holder an opinion of counsel
for the surviving entity and/or each such Person, which counsel shall be
reasonably satisfactory to such Holder, or in the alternative, a written
acknowledgement executed by the President or Chief Financial Officer of the
Issuer, stating that this Warrant shall thereafter continue in full force and
effect and the terms hereof (including, without limitation, all of the
provisions of this subsection
(a))
shall be applicable to the shares Warrant Stock (including all Securities, cash
or property) which the surviving entity and/or each such Person may be required
to deliver upon any exercise of this Warrant or the exercise of any rights
pursuant hereto.





(b)          Stock Dividends,
Subdivisions and Combinations.  If at any time the Issuer
shall:





(i)           make
or issue or set a record date for the holders of the Common Stock for the
purpose of entitling them to receive a dividend payable in, or other
distribution of, shares of Common Stock,





(ii)          subdivide
its outstanding shares of Common Stock into a larger number of shares of Common
Stock, or





(iii)         combine
its outstanding shares of Common Stock into a smaller number of shares of Common
Stock,








then (1)
the number of shares of Common Stock for which this Warrant is exercisable
immediately after the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock which a record holder of the same number of
shares of Common Stock for which this Warrant is exercisable immediately prior
to the occurrence of such event would own or be entitled to receive after the
happening of such event, and (2) the Warrant Price then in effect shall be
adjusted to equal (A) the Warrant Price then in effect multiplied by the number
of shares of Common Stock for which this Warrant is exercisable immediately
prior to the adjustment divided by (B) the number of shares of Common Stock for
which this Warrant is exercisable immediately after such
adjustment.





(c)          Certain Other
Distributions.  If at any time the Issuer shall make or issue
or set a record date for the holders of the Common Stock for the purpose of
entitling them to receive any dividend or other distribution of:





(i)           cash,





(ii)           any
evidences of its indebtedness, any shares of stock of any class or any other
Securities or property of any nature whatsoever (other than cash, Common Stock
Equivalents or Additional Shares of Common Stock), or




(iii)           any
warrants or other rights to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property of any nature whatsoever (other than cash, Common Stock Equivalents or
Additional Shares of Common Stock), then (1) the number of shares of Common
Stock for which this Warrant is exercisable shall be adjusted to equal the
product of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such adjustment multiplied by a fraction (A)
the numerator of which shall be the Per Share Market Value of Common Stock at
the date of taking such record and (B) the denominator of which shall be such
Per Share Market Value minus the amount allocable to one share of Common Stock
of any such cash so distributable and of the fair value (as determined in good
faith by the Board of Directors of the Issuer and supported by an opinion from
an investment banking firm mutually agreed upon by the Issuer and the Holder) of
any and all such evidences of indebtedness, shares of stock, other securities or
property or warrants or other subscription or purchase rights so distributable,
and (2) the Warrant Price then in effect shall be adjusted to equal (A) the
Warrant Price then in effect multiplied by the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to the adjustment
divided by (B) the number of shares of Common Stock for which this Warrant is
exercisable immediately after such adjustment.  A reclassification of
the Common Stock (other than a change in par value, or from par value to no par
value or from no par value to par value) into shares of Common Stock and shares
of any other class of stock shall be deemed a distribution by the Issuer to the
holders of its Common Stock of such shares of such other class of stock within
the meaning of this Section
4(c)and,
if the outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such reclassification,
such change shall be deemed a subdivision or combination, as the case may be, of
the outstanding shares of Common Stock within the meaning of Section
4(b).





(d)           Issuance of Additional
Shares of Common Stock.  In the
event the Issuer shall at any time following the Original Issuance Date (the
“ Full
Ratchet Period”)
issue any Additional Shares of Common Stock (otherwise than as provided in the
foregoing subsections
(b) through (c)of
this Section
4),
at a price per share less than the Warrant Price then in effect or without
consideration, then the Warrant Price upon each such issuance shall be adjusted
to the price equal to the consideration per share paid for such Additional
Shares of Common Stock.





(e)          Issuance of Common Stock
Equivalents.  In the event the Issuer shall at any time within
the Full Ratchet Period take a record of the holders of its Common Stock for the
purpose of entitling them to receive a distribution of, or shall in any manner
(whether directly or by assumption in a merger in which the Issuer is the
surviving Person) issue or sell, any Common Stock Equivalents, whether or not
the rights to exchange or convert thereunder are immediately exercisable, and
the price per share for which Common Stock is issuable upon such conversion or
exchange shall be less than the Warrant Price in effect immediately prior to the
time of such issue or sale, or if, after any such issuance of Common Stock
Equivalents, the price per share for which Additional Shares of Common Stock may
be issuable thereafter is amended or adjusted, and such price as so amended
shall be less than the Warrant Price in effect at the time of such amendment or
adjustment, then the Warrant Price then in effect shall be adjusted as provided
in Section
4(d).  No
further adjustments of the number of shares of Common Stock for which this
Warrant is exercisable and the Warrant Price then in effect shall be made upon
the actual issue of such Common Stock upon conversion or exchange of such Common
Stock Equivalents.




(g)          Other Provisions applicable
to Adjustments under this Section.  The following provisions
shall be applicable to the making of adjustments of the number of shares of
Common Stock for which this Warrant is exercisable and the Warrant Price then in
effect provided for in this Section
4:





(i)           Computation of
Consideration.  To the extent that any Additional Shares of
Common Stock or any Common Stock Equivalents (or any warrants or other rights
therefor) shall be issued for cash consideration, the consideration received by
the Issuer therefor shall be the amount of the cash received by the Issuer
therefor, or, if such Additional Shares of Common Stock or Common Stock
Equivalents are offered by the Issuer for subscription, the subscription price,
or, if such Additional Shares of Common Stock or Common Stock Equivalents are
sold to underwriters or dealers for public offering without a subscription
offering, the initial public offering price (in any such case subtracting any
amounts paid or receivable for accrued interest or accrued dividends and without
taking into account any compensation, discounts or expenses paid or incurred by
the Issuer for and in the underwriting of, or otherwise in connection with, the
issuance thereof).  In connection with any merger or consolidation in
which the Issuer is the surviving Person (other than any consolidation or merger
in which the previously outstanding shares of Common Stock of the Issuer shall
be changed to or exchanged for the stock or other securities of another Person),
the amount of consideration therefore shall be, deemed to be the fair value, as
determined reasonably and in good faith by the Board, of such portion of the
assets and business of the nonsurviving Person as the Board may determine to be
attributable to such shares of Common Stock or Common Stock Equivalents, as the
case may be.  The consideration for any Additional Shares of Common
Stock issuable pursuant to any warrants or other rights to subscribe for or
purchase the same shall be the consideration received by the Issuer for issuing
such warrants or other rights plus the additional consideration payable to the
Issuer upon exercise of such warrants or other rights.  The
consideration for any Additional Shares of Common Stock issuable pursuant to the
terms of any Common Stock Equivalents shall be the consideration received by the
Issuer for issuing warrants or other rights to subscribe for or purchase such
Common Stock Equivalents, plus the consideration paid or payable to the Issuer
in respect of the subscription for or purchase of such Common Stock Equivalents,
plus the additional consideration, if any, payable to the Issuer upon the
exercise of the right of conversion or exchange in such Common Stock
Equivalents.  In the event of any consolidation or merger of the
Issuer in which the Issuer is not the surviving Person or in which the
previously outstanding shares of Common Stock of the Issuer shall be changed
into or exchanged for the stock or other securities of another Person, or in the
event of any sale of all or substantially all of the assets of the Issuer for
stock or other securities of any Person, the Issuer shall be deemed to have
issued a number of shares of its Common Stock for stock or securities or other
property of the other Person computed on the basis of the actual exchange ratio
on which the transaction was predicated, and for a consideration equal to the
fair market value on the date of such transaction of all such stock or
securities or other property of the other Person.  In the event any
consideration received by the Issuer for any securities consists of property
other than cash, the fair market value thereof at the time of issuance or as
otherwise applicable shall be as determined in good faith by the
Board.  In the event Common Stock is issued with other shares or
securities or other assets of the Issuer for consideration which covers both,
the consideration computed as provided in this Section
4(g)(i)shall
be allocated among such securities and assets as determined in good faith by the
Board.








(ii)           When Adjustments to Be
Made.  The adjustments required by this Section
4shall
be made whenever and as often as any specified event requiring an adjustment
shall occur, except that any adjustment of the number of shares of Common Stock
for which this Warrant is exercisable that would otherwise be required may be
postponed (except in the case of a subdivision or combination of shares of the
Common Stock, as provided for in Section
4(b))
up to, but not beyond the date of exercise if such adjustment either by itself
or with other adjustments not previously made adds or subtracts less than one
percent (1%) of the shares of Common Stock for which this Warrant is exercisable
immediately prior to the making of such adjustment.  Any adjustment
representing a change of less than such minimum amount (except as aforesaid)
which is postponed shall be carried forward and made (x) as soon as such
adjustment, together with other adjustments required by this Section
4and
not previously made, would result in a minimum adjustment, or (y) on the date of
exercise. For the purpose of any adjustment, any specified event shall be deemed
to have occurred at the close of business on the date of its
occurrence.





(iii)           Fractional
Interests.  In computing adjustments under this Section
4,
fractional interests in Common Stock shall be taken into account to the nearest
one one-hundredth (1/100th) of
a share.




(iv)           When Adjustment Not
Required.  If the Issuer shall take a record of the holders of
its Common Stock for the purpose of entitling them to receive a dividend or
distribution or subscription or purchase rights and shall, thereafter and before
the distribution to stockholders thereof, legally abandon its plan to pay or
deliver such dividend, distribution, subscription or purchase rights, then
thereafter no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be
rescinded and annulled.





(h)          Form of Warrant after
Adjustments.  The form of this Warrant need not be changed
because of any adjustments in the Warrant Price or the number and kind of
Securities purchasable upon the exercise of this Warrant.





(i)           Escrow of Warrant
Stock.  If
after any property becomes distributable pursuant to this Section
4by
reason of the taking of any record of the holders of Common Stock, but prior to
the occurrence of the event for which such record is taken, and the Holder
exercises this Warrant, any shares of Common Stock issuable upon exercise by
reason of such adjustment shall be deemed the last shares of Common Stock for
which this Warrant is exercised (notwithstanding any other provision to the
contrary herein) and such shares or other property shall be held in escrow for
the Holder by the Issuer to be issued to the Holder upon and to the extent that
the event actually takes place, upon payment of the current Warrant
Price.  Notwithstanding any other provision to the contrary herein, if
the event for which such record was taken fails to occur or is rescinded, then
such escrowed shares shall be cancelled by the Issuer and escrowed property
returned.





5.           Notice of
Adjustments.  Whenever
the Warrant Price or Warrant Share Number shall be adjusted pursuant
to Section
4hereof
(for purposes of this Section
5,
each an “ Adjustment”),
the Issuer shall cause its Chief Financial Officer to prepare and execute a
certificate setting forth, in reasonable detail, the event requiring the
Adjustment, the amount of the Adjustment, the method by which such Adjustment
was calculated (including a description of the basis on which the Board made any
determination hereunder), and the Warrant Price and Warrant Share Number after
giving effect to such Adjustment, and shall cause copies of such certificate to
be delivered to the Holder of this Warrant promptly after each
Adjustment.  Any dispute between the Issuer and the Holder of this
Warrant with respect to the matters set forth in such certificate may at the
option of the Holder of this Warrant be submitted to an Independent Appraiser
selected by the Holder; providedthat the Issuer shall
have ten (10) days after receipt of notice from such Holder of its selection of
such Independent Appraiser to object thereto, in which case such Holder shall
select another such Independent Appraiser and the Issuer shall have no such
right of objection.  The Independent Appraiser selected by the Holder
of this Warrant as provided in the preceding sentence shall be instructed to
deliver a written opinion as to such matters to the Issuer and such Holder
within thirty (30) days after submission to it of such dispute.  Such
opinion shall be final and binding on the parties hereto.  The costs
and expenses of the initial firm selected as Independent Appraiser shall be paid
equally by the Issuer and the Holder and, in the case of an objection by the
Issuer, the costs and expenses of the subsequent firm selected as Independent
Appraiser shall be paid in full by the Issuer.








6.           Fractional
Shares.  No fractional shares of Warrant Stock will be issued
in connection with any exercise hereof, but in lieu of such fractional shares
the Issuer shall round the number of shares to be issued upon exercise up to the
nearest whole number of shares.





7.           Ownership
Cap and Exercise Restriction.  Notwithstanding anything to the
contrary set forth in this Warrant, at no time may a Holder of this Warrant
exercise this Warrant if the number of shares of Common Stock to be issued
pursuant to such exercise would exceed, when aggregated with all other shares of
Common Stock owned by such Holder and its affiliates at such time, the number of
shares of Common Stock which would result in such Holder and its affiliates
beneficially owning (as determined in accordance with Section 13(d) of the
Exchange Act and the rules  thereunder) in excess of 9.99% of the then issued and
outstanding shares of Common Stock; provided, however, that upon a holder of
this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to
Section
12hereof)
(the “WaiverNotice”) that such Holder would like to waive this Section
7with
regard to any or all shares of Common Stock issuable upon exercise of this
Warrant, this Section
7will be of
no force or effect with regard to all or a portion of the Warrant referenced in
the Waiver Notice; provided, further, that during the
sixty-one (61) day period prior to the Expiration Date of this Warrant the
Holder may waive this Section
7upon
providing the Waiver Notice at any time during such sixty-one (61) day period;
and provided, further, that any Waiver
Notice during the sixty-one (61) day period prior to the Expiration Date will
not be effective until the last day of the Term.





8.           Definitions.  For
the purposes of this Warrant, the following terms have the following
meanings:





“Additional
Shares of Common Stock”
means all shares of Common Stock issued by the Issuer after the Original Issue
Date, and all shares of Other Common, if any, issued by the Issuer after the
Original Issue Date, except: (i) securities issued (other than for cash) in
connection with a merger, acquisition, or consolidation that do not exceed 25%
of the outstanding Common Stock of the Company as of the date of the Purchase
Agreement (such percentage subject to adjustment in a manner consistent with the
adjustments to the Warrant Price contemplated in Section
4hereof)
and such issuances are determined in the light of the whole transaction to which
they are a part to be in the best interests of the Company, (ii) securities
issued pursuant to the conversion or exercise of convertible or exercisable
securities issued or outstanding on or prior to the date of the Purchase
Agreement or issued pursuant to the Purchase Agreement (so long as the
conversion or exercise price in such securities are not amended to lower such
price and/or adversely affect the Holders), (iii) Common Stock issued or the
issuance or grants of options to purchase Common Stock pursuant to the Company’s
bona fide stock
option plans and employee stock purchase plans that either (x) exist on the date
of the Purchase Agreement, or (y) do not exceed ten percent (10%) of the
outstanding Common Stock of the Company as of the date of the Purchase Agreement
(such percentage subject to adjustment in a manner consistent with the
adjustments to the Warrant Price contemplated in Section
4hereof),
and (iv) securities issued in connection with bona fidestrategic license
agreements or other partnering agreements so long as such issuances are not for
the purpose of raising capital which are approved by a majority of its
independent directors and such issuances are determined in the light of the
whole transaction to which they are a part to be in the best interests of the
Company.





“ Board”
shall mean the Board of Directors of the Issuer.





“ Capital
Stock”
means and includes (i) any and all shares, interests, participations or other
equivalents of or interests in (however designated) corporate stock, including,
without limitation, shares of preferred or preference stock, (ii) all
partnership interests (whether general or limited) in any Person which is a
partnership, (iii) all membership interests or limited liability company
interests in any limited liability company, and (iv) all equity or ownership
interests in any Person of any other type.








“ Certificate
of Incorporation”
means the Certificate of Incorporation of the Issuer as in effect on the
Original Issue Date, and as hereafter from time to time amended, modified,
supplemented or restated in accordance with the terms hereof and thereof and
pursuant to applicable law.





“ Common
Stock”
means the Common Stock, $0.001 par value per share, of the Issuer and any other
Capital Stock into which such stock may hereafter be changed.





“ Common
Stock Equivalent”
means any Convertible Security or warrant, option or other right to subscribe
for or purchase any Additional Shares of Common Stock or any Convertible
Security.





“ Convertible
Securities”
means evidences of indebtedness, shares of Capital Stock or other Securities
which are or may be at any time convertible into or exchangeable for Additional
Shares of Common Stock.  The term “ Convertible
Security”
means one of the Convertible Securities.





“ Delivery
Date”
shall be the date not exceeding three (3) Trading Days after an exercise of this
Warrant.





“ Exchange
Act”
means the Securities Exchange Act of 1934, as amended.





“ Expiration
Date”
means March 31, 2015.





“ Governmental
Authority”
means any governmental, regulatory or self-regulatory entity, department, body,
official, authority, commission, board, agency or instrumentality, whether
federal, state or local, and whether domestic or foreign.





“ Holders”
mean the Persons who shall from time to time own any Warrant.  The
term “Holder” means one of the Holders.





“ Independent
Appraiser”
means a nationally recognized or major regional investment banking firm or firm
of independent certified public accountants of recognized standing (which may be
the firm that regularly examines the financial statements of the Issuer) that is
regularly engaged in the business of appraising the Capital Stock or assets of
corporations or other entities as going concerns, and which is not affiliated
with either the Issuer or the Holder of any Warrant.





“ Issuer”
means MedPro Safety Products, Inc., a Nevada corporation, and its
successors.





“ Majority
Holders”
means at any time the Holders of Warrants exercisable for a majority of the
shares of Warrant Stock issuable under the Warrants at the time
outstanding.





“ Original
Issue Date”
means March 31, 2010.





“ OTC
Bulletin Board”
means the over-the-counter electronic bulletin board.





“ Other
Common”
means any other Capital Stock of the Issuer of any class which shall be
authorized at any time after the date of this Warrant (other than Common Stock)
and which shall have the right to participate in the distribution of earnings
and assets of the Issuer without limitation as to amount.





“ Outstanding
Common Stock”
means, at any given time, the aggregate amount of outstanding shares of Common
Stock, assuming full exercise, conversion or exchange (as applicable) of all
options, warrants and other Securities which are convertible into or exercisable
or exchangeable for, and any right to subscribe for, shares of Common Stock that
are outstanding at such time.





“ Person”
means an individual, corporation, limited liability company, partnership, joint
stock company, trust, unincorporated organization, joint venture, Governmental
Authority or other entity of whatever nature.








“ Per Share
Market Value”
means on any particular date (a) the last closing bid price per share of the
Common Stock on such date on the OTC Bulletin Board or another registered
national stock exchange on which the Common Stock is then listed, or if there is
no such price on such date, then the closing bid price on such exchange or
quotation system on the date nearest preceding such date, or (b) if the Common
Stock is not listed then on the OTC Bulletin Board or any registered national
stock exchange, the last closing bid price for a share of Common Stock in the
over-the-counter market, as reported by the OTC Bulletin Board or in the
National Quotation Bureau Incorporated or similar organization or agency
succeeding to its functions of reporting prices) at the close of business on
such date, or (c) if the Common Stock is not then reported by the OTC Bulletin
Board or the National Quotation Bureau Incorporated (or similar organization or
agency succeeding to its functions of reporting prices), then the “Pink Sheet”
quotes for the applicable Trading Days preceding such date of determination, or
(d) if the Common Stock is not then publicly traded the fair market value of a
share of Common Stock as determined by an Independent Appraiser selected in good
faith by the Majority Holders; provided, however, that the Issuer,
after receipt of the determination by such Independent Appraiser, shall have the
right to select an additional Independent Appraiser, in which case, the fair
market value shall be equal to the average of the determinations by each such
Independent Appraiser; and provided, furtherthat all determinations
of the Per Share Market Value shall be appropriately adjusted for any stock
dividends, stock splits or other similar transactions during such
period.  The determination of fair market value by an Independent
Appraiser shall be based upon the fair market value of the Issuer determined on
a going concern basis as between a willing buyer and a willing seller and taking
into account all relevant factors determinative of value, and shall be final and
binding on all parties.  In determining the fair market value of any
shares of Common Stock, no consideration shall be given to any restrictions on
transfer of the Common Stock imposed by agreement or by federal or state
securities laws, or to the existence or absence of, or any limitations on,
voting rights.




“ Purchase
Agreement”
means the Securities Purchase Agreement dated as of March 31, 2010, among
the Issuer and the Purchasers.





“ Purchasers”
means the purchasers of the Notes and the Warrants issued by the Issuer pursuant
to the Purchase Agreement.





“ Securities”
means any debt or equity securities of the Issuer, whether now or hereafter
authorized, any instrument convertible into or exchangeable for Securities or a
Security, and any option, warrant or other right to purchase or acquire any
Security.  “Security” means one of the Securities.





“ Securities
Act”
means the Securities Act of 1933, as amended, or any similar federal statute
then in effect.





“ Subsidiary”
means any corporation at least 50% of whose outstanding Voting Stock shall at
the time be owned directly or indirectly by the Issuer or by one or more of its
Subsidiaries, or by the Issuer and one or more of its Subsidiaries.





“ Term”
has the meaning specified in Section
1hereof.





“ Trading
Day”
means (a) a day on which the Common Stock is traded on the OTC Bulletin Board,
or (b) if the Common Stock is not traded on the OTC Bulletin Board, a day on
which the Common Stock is quoted in the over-the-counter market as reported by
the National Quotation Bureau Incorporated (or any similar organization or
agency succeeding its functions of reporting prices); provided, however, that in the event
that the Common Stock is not listed or quoted as set forth in (a) or (b) hereof,
then Trading Day shall mean any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the State of
New York are authorized or required by law or other government action to
close.





“ Voting
Stock”
means, as applied to the Capital Stock of any corporation, Capital Stock of any
class or classes (however designated) having ordinary voting power for the
election of a majority of the members of the Board of Directors (or other
governing body) of such corporation, other than Capital Stock having such power
only by reason of the happening of a contingency.








“ Warrants”
means the Warrants issued and sold pursuant to the Purchase Agreement,
including, without limitation, this Warrant, and any other warrants of like
tenor issued in substitution or exchange for any thereof pursuant to the
provisions of Section
2(c), 2(d) or 2(e)hereof
or of any of such other Warrants.





“ Warrant
Price”
initially means $4.00, as such price may be adjusted from time to time as shall
result from the adjustments specified in this Warrant, including Section
4hereto.





“ Warrant
Share Number”
means at any time the aggregate number of shares of Warrant Stock which may at
such time be purchased upon exercise of this Warrant, after giving effect to all
prior adjustments and increases to such number made or required to be made under
the terms hereof.





“ Warrant
Stock”
means Common Stock issuable upon exercise of any Warrant or Warrants or
otherwise issuable pursuant to any Warrant or Warrants and/or Securities, cash
and property to which such Holder would have been entitled upon the occurrence
of certain events set forth in Section
4.





9.         Other
Notices.  In case at any time:




(i)          the
Issuer shall make any distributions to the holders of Common Stock;
or






(ii)         the
Issuer shall authorize the granting to all holders of its Common Stock of rights
to subscribe for or purchase any shares of Capital Stock of any class or other
rights; or






(iii)        there
shall be any reclassification of the Capital Stock of the Issuer;
or






(iv)        there
shall be any capital reorganization by the Issuer; or






(v)         there
shall be any (a) consolidation or merger involving the Issuer or (b) sale,
transfer or other disposition of all or substantially all of the Issuer's
property, assets or business (except a merger or other reorganization in which
the Issuer shall be the surviving corporation and its shares of Capital Stock
shall continue to be outstanding and unchanged and except a consolidation,
merger, sale, transfer or other disposition involving a wholly-owned
Subsidiary); or






(vi)        there
shall be a voluntary or involuntary dissolution, liquidation or winding-up of
the Issuer or any partial liquidation of the Issuer or distribution to holders
of Common Stock;




then, in
each of such cases, the Issuer shall give written notice to the Holder of the
date on which (i) the books of the Issuer shall close or a record shall be taken
for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take
place.  Such notice also shall specify the date as of which the
holders of Common Stock of record shall participate in such dividend,
distribution or subscription rights, or shall be entitled to exchange their
certificates for Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be.  Such
notice shall be given at least twenty (20) days prior to the action in question
and not less than ten (10) days prior to the record date or the date on which
the Issuer's transfer books are closed in respect thereto.  This
Warrant entitles the Holder to receive copies of all financial and other
information distributed or required to be distributed to the holders of the
Common Stock.





10.         Amendment
and Waiver; Failure or Indulgence Not Waiver.  Any term,
covenant, agreement or condition in this Warrant may be amended, or compliance
therewith may be waived (either generally or in a particular instance and either
retroactively or prospectively), by a written instrument or written instruments
executed by the Issuer and the Majority Holders; provided, however, that no such
amendment or waiver shall reduce the Warrant Share Number, increase the Warrant
Price, shorten the period during which this Warrant may be exercised or modify
any provision of this Section
10without
the consent of the Holder of this Warrant.  No consideration shall be
offered or paid to any person to amend or consent to a waiver or modification of
any provision of this Warrant unless the same consideration is also offered to
all holders of the Warrants.  No failure or delay on the part of the
Holder in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege, nor shall any waiver by the Holder of any such right
or rights on any one occasion be deemed a waiver of the same right or rights on
any future occasion.





11.        Governing
Law; Jurisdiction.  The parties acknowledge and agree that any
claim, controversy, dispute or action relating in any way to this agreement or
the subject matter of this agreement shall be governed solely by the laws of the
State of New York, without regard to any conflict of laws
doctrines.  The parties irrevocably consent to being served with legal
process issued from the state and federal courts located in New York and
irrevocably consent to the exclusive personal jurisdiction of the federal and
state courts situated in the State of New York.  The parties
irrevocably waive any objections to the personal jurisdiction of these
courts.  Said courts shall have sole and exclusive jurisdiction over
any and all claims, controversies, disputes and actions which in any way relate
to this agreement or the subject matter of this agreement.  The
parties also irrevocably waive any objections that these courts constitute an
oppressive, unfair, or inconvenient forum and agree not to seek to change venue
on these grounds or any other grounds.





12.         Notices.  Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery or facsimile at the address or number designated below (if delivered on
a business day during normal business hours where such notice is to be
received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be
received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur.  The
addresses for such communications shall be:




If
      to the Issuer:
            Medpro
      Safety Products, Inc.


[           ]


[           ]


Attention:
Chief Executive Officer


Tel. No.:
(                      )           -


Fax No.:
(                      )           -





with
copies (which copies


shall not
constitute notice)


to:


[           ]


[           ]


Attention:.


Tel. No.:
(                      )           -


Fax No.:
(                      )           -




If
      to any Holder:
              At
      the address of such Holder set forth on Exhibit
      Ato
      the Purchase Agreement




Any party
hereto may from time to time change its address for notices by giving written
notice of such changed address to the other party hereto.




13.         Warrant
Agent.  The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent having an office in New York, New York for the
purpose of issuing shares of Warrant Stock on the exercise of this Warrant
pursuant to Section
2(e)hereof,
exchanging this Warrant pursuant to Section
2(e)hereof
or replacing this Warrant pursuant to Section
3(d)hereof,
or any of the foregoing, and thereafter any such issuance, exchange or
replacement, as the case may be, shall be made at such office by such
agent.







14.         Remedies.  The
remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant, at law or in equity (including,
without limitation, a decree of specific performance and/or other injunctive
relief), no remedy contained herein shall be deemed a waiver of compliance with
the provisions giving rise to such remedy and nothing herein shall limit
Holder's right to pursue actual damages for any failure by the Issuer to comply
with the terms of this Warrant.  Amounts set forth or provided for
herein with respect to payments, exercise and the like (and the computation
thereof) shall be the amounts to be received by the Holder hereof and shall not,
except as expressly provided herein, be subject to any other obligation of the
Issuer (or the performance thereof).  The Issuer acknowledges that a
breach by it of its obligations hereunder will cause irreparable and material
harm to the Holder and that the remedy at law for any such breach may be
inadequate. Therefore the Issuer agrees that, in the event of any such breach or
threatened breach, the Holder shall be entitled, in addition to all other
available rights and remedies, at law or in equity, to seek and obtain such
equitable relief, including but not limited to an injunction restraining any
such breach or threatened breach, without the necessity of showing economic loss
and without any bond or other security being required.




15.         Successors
and Assigns.  This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant Stock issued pursuant hereto, and shall be enforceable by any such
Holder or Holder of Warrant Stock.




16.         Construction.  This
Warrant shall be deemed to be jointly drafted by the Company and the Holder and
shall not be construed against any person as the drafter hereof.




17.         Headings.  The
headings of the Sections of this Warrant are for convenience of reference only
and shall not, for any purpose, be deemed a part of this Warrant.




18.         Registration
Rights.  The Holder of this Warrant is entitled to the benefit
of certain registration rights with respect to the shares of Warrant Stock
issuable upon the exercise of this Warrant pursuant to the Purchase Agreement
and the registration rights with respect to the shares of Warrant Stock issuable
upon the exercise of this Warrant by any subsequent Holder may only be assigned
in accordance with the terms and provisions of the Purchase
Agreement.




19.         Enforcement
Expenses.  The Issuer agrees to pay all costs and expenses of
the Holder incurred as a result of enforcement of this Warrant, including,
without limitation, reasonable attorneys' fees and expenses.




20.         Binding
Effect.   The obligations of the Issuer and the Holder set
forth herein shall be binding upon the successors and assigns of each such
party, whether or not such successors or assigns are permitted by the terms
hereof.





[ remainder of page intentionally left
blank]





IN
WITNESS WHEREOF, the Issuer has executed this Series [ ] Warrant as of the day
and year first above written.





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





EXERCISE
FORM


SERIES
[ ] WARRANT





MEDPRO
SAFETY PRODUCTS, INC..





The
undersigned _______________, pursuant to the provisions of the within Warrant,
hereby elects to purchase _____ shares of Common Stock of MEDPRO SAFETY
PRODUCTS, INC. covered by the within Warrant.





Dated:
      _________________
              SignatureAddress





Number of
shares of Common Stock beneficially owned or deemed beneficially owned by the
Holder on the date of Exercise: ________________________





The
undersigned is an “accredited investor” as defined in Regulation D under the
Securities Act of 1933, as amended.




The
undersigned intends that payment of the Warrant Price shall be made as (check
one):




Cash
Exercise:    ________________________




Cashless
Exercise:      ________________________




If the
Holder has elected a Cash Exercise, the Holder shall pay the sum of $________ by
certified or official bank check (or via wire transfer) to the Issuer in
accordance with the terms of the Warrant.




If the
Holder has elected a Cashless Exercise, a certificate shall be issued to the
Holder for the number of shares equal to the whole number portion of the product
of the calculation set forth below, which is
________________________.   The Company shall pay a cash
adjustment in respect of the fractional portion of the product of the
calculation set forth below in an amount equal to the product of the fractional
portion of such product and the Per Share Market Value on the date of exercise,
which product is ________________________.




X = Y
- (A)(Y)


B





Where:





The
number of shares of Common Stock to be issued to the Holder
________________________  (“X”).





The
number of shares of Common Stock purchasable upon exercise of all of the Warrant
or, if only a portion of the Warrant is being exercised, the portion of the
Warrant being exercised ________________________ (“Y”).




The
Warrant Price ________________________ (“A”).





The Per
Share Market Value of one share of Common Stock ________________________
(“B”).





ASSIGNMENT





FOR VALUE
RECEIVED, ________________________hereby sells, assigns and transfers unto
________________________the within Warrant and all rights evidenced thereby and
does irrevocably constitute and appoint ________________________, attorney, to
transfer the said Warrant on the books of the within named
corporation.





Dated:
      _________________
              SignatureAddress





PARTIAL
ASSIGNMENT





FOR VALUE
RECEIVED, ________________________hereby sells, assigns and transfers unto
________________________the right to purchase ________________________shares of
Warrant Stock evidenced by the within Warrant together with all rights therein,
and does irrevocably constitute and appoint ________________________, attorney,
to transfer that part of the said Warrant on the books of the within named
corporation.





Dated:
      _________________
              SignatureAddress





FOR USE
BY THE ISSUER ONLY:





This
Warrant No. W-_______ canceled (or transferred or exchanged) this _____ day of
________________________, ________________________, shares of Common Stock
issued therefor in the name of ________________________, Warrant No. W-_____
issued for ________________________ shares of Common Stock in the name of
________________________.





EXHIBIT
C


to
the


SECURITIES
PURCHASE AGREEMENT FOR


MEDPRO
SAFETY PRODUCTS, INC.





FORM OF
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS





[ NAME
AND ADDRESS OF TRANSFER AGENT ]


Attn:
____________________________





Re:   MEDPRO
SAFETY PRODUCTS, INC.





Ladies
and Gentlemen:





Reference
is made to that certain SecuritiesPurchase Agreement (the
“ Purchase Agreement ”), dated as of February 26, 2010, by and among
MEDPRO SAFETY PRODUCTS, INC., a Nevada corporation (the “ Company ”),
and the purchasers named therein (collectively, the “ Purchasers ”)
pursuant to which the Company is issuing to the Purchaser the Notes and
Warrants to purchase shares of the Company’s common stock, par value $0.001
per share (the “ Common Stock ”). This letter shall serve as our
irrevocable authorization and direction to you provided that you are the
transfer agent of the Company at such time) to issue shares of Common Stock upon
the exercise of the Warrants (the “ Warrant Shares ”) to or upon the order of a Purchaser from time to time upon (i)
surrender to you of a properly completed and duly executed Exercise Notice, (ii)
a copy of the Warrants (with the original Warrants delivered to the Company)
being exercised (or, in each case, an indemnification undertaking with respect
to such share certificates or the warrants in the case of their loss, theft or
destruction), and (iii) delivery of a treasury order or other appropriate order
duly executed by a duly authorized officer of the Company. So long as you have
previously received (x) written confirmation from counsel to the Company that a
registration statement covering resales of theWarrant Shares, as
applicable, has been declared effective by the Securities and Exchange
Commission (the “ SEC ”) under the Securities Act of 1933, as amended
(the “ 1933 Act ”), and no subsequent notice by the Company or its
counsel of the suspension or termination of its effectiveness and (y) a copy of
such registration statement, and if the Purchaser represents in writing that the
Warrant Shares, as the case may be, were sold pursuant to the Registration Statement,
then certificates representing the Warrant Shares, as
the case may be, shall not bear any legend restricting transfer of the Warrant Shares, as
the case may be, thereby and should not be subject to any stop-transfer
restriction. Provided, however, that if you have not previously received those
items and representations listed above, then the certificates for the Warrant Sharesshall
bear the following legend:





“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT ”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
RECEIPT BY THE COMPANY OF A WRITTEN OPINION OF COUNSEL IN FORM, SUBSTANCE AND
SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SECURITIES MAY BE SOLD,
TRANSFERRED,  OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES
LAWS.”





and,
provided further, that the Company may from time to time notify you to place
stop-transfer restrictions on the certificates for the Warrant Sharesin the
event a registration statement covering the Warrant Sharesis
subject to amendment for events then current.





Please be
advised that the Purchaser is relying upon this letter as an inducement to enter
into the Purchase Agreement and, accordingly, each Purchaser is a third party
beneficiary to these instructions.








Please
execute this letter in the space indicated to acknowledge your agreement to act
in accordance with these instructions. Should you have any questions concerning
this matter, please contact me at ___________.





Very
      truly yours,MEDPRO
      SAFETY PRODUCTS, INC.By:Name:Title:





ACKNOWLEDGED
      AND AGREED:[ TRANSFER
      AGENT ]By:Name:Title:Date: