Medical Supply Manufacturing Agreement

Exhibit 10.2

MEDICAL SUPPLY MANUFACTURING AGREEMENT

THIS MEDICAL SUPPLY MANUFACTURING AGREEMENT (this " Agreement" ) is made and entered into as of July 15th, 2008 between (i) MedPro Safety Products, Inc., a Delaware corporation (" MedPro" ), and Greiner Bio-One GmbH, an Austrian company (" GBO" ).

WHEREAS, MedPro owns intellectual property rights in the Winged Safety Needle System (Butterfly) hereinafter referred to as the " Product" ). A list of all patent numbers for the Products is attached hereto as Exhibit A.

WHEREAS, MedPro wishes to grant, and GBO wishes to accept, the right to manufacture and distribute the Product.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, MedPro and GBO agree as follows:

ARTICLE 1 - TERM AND PROCEDURES

1.1 Exclusive Rights . During the Term (as hereafter defined), GBO will have the exclusive right to manufacture, market, and distribute the Product. Notwithstanding any other provision hereof, MedPro shall remain the sole owner of all intellectual property rights related to the Product, and GBO shall not be deemed to have been granted hereby any rights in such intellectual property, except for the limited right to manufacture and sell the Product during the Term as set forth herein.

1.2 Term .

(a) The term of this Agreement (the " Term" ) shall be the period commencing on the date of this Agreement and, unless sooner terminated in accordance herewith, ending on the date that is six (6) years from the date of initial commercial manufacturing of Product by GBO in accordance with this Agreement (the " Initial Production Date" ).

(b) This Term may be extended by mutual agreement of the parties, on such terms and conditions (including duration, minimum production, royalties, etc.) as may be agreed by the parties. Discussions regarding any possible extension of the Term shall begin on the fourth (4th) anniversary of the Initial Production Date. If the parties are unable to agree upon terms and conditions for extending the Term within one hundred eighty (180) days after such fourth (4th) anniversary, then MedPro will offer GBO the option to extend the Term for a period of three (3) years after the initial Term, at the Production Royalty (as hereafter defined) in effect at the end of the initial Term, with a Minimum Annual Production (as hereafter defined) to be increased fifteen percent (15%) in each year. For purposes of clarification, the Minimum Annual Production in the first year of the extended Term, and an additional fifteen percent (15%) in each year of the extended Term thereafter. If GBO does not accept this offer within thirty (30) days after notice thereof by MedPro, the Term will not be extended and will expire at the end of the original Term.

(c) When the Term expires or is terminated for any reason whatsoever, MedPro shall have the option to purchase any or all Production Lines (as hereafter defined) from GBO at the greater of GBO' s depreciated book value or fair market value. MedPro shall exercise such option by delivering written notice thereof to GBO within thirty (30) days after expiration or termination of the Term.

1.3 Product Development . The parties hereto agree to abide in good faith by the following development schedule:

(a) MedPro shall use commercially reasonable efforts to commence the formal design and pre-production of the Product (the " Initial Design" ) upon execution of this Agreement, and to produce the initial formal design plan for review and signoff by GBO by 1 October, 2008. The initial design plan shall include the current product design, estimate of component costs, production line costs, automation line costs, and a cost estimate of the fully assembled product as currently designed.

(b) Upon acceptance and signoff of proof-of-concept parts, MedPro will initiate the construction of the automated production line (" Production Line" ). MedPro will complete, successfully test, and ship the Production Line to GBO on a mutually acceptable date. This Production Line will include presses, molds, automation, packaging, and engineering. GBO reserves the right to purchase the presses directly and reduce the capital project budget by that amount. In that event, GBO will be responsible for providing production presses for the production of the molded components in Austria.

(c) GBO shall pay MedPro an aggregate amount not to exceed USD5,000,000 for the Production Line (the " Production Line Price" ). The first payment of USD1,000,000 shall be due and payable upon delivery and acceptance by GBO of the initial design plan, on or prior to 1 October 2008. The initial design plan shall include a preliminary project budget and estimated product costing, as described in Section 3.1 (a) above. The balance of the Production Line Price will be paid in three equal pieces. One third (1/3) of the balance shall be due upon completion and acceptance of the final production design. One third (1/3) of the balance shall be due upon MedPro initiating the ordering of Production Line equipment. The remaining one third (1/3) of the balance shall be due upon final Production Line validation. MedPro shall provide a detailed line item cost for the Production Line. The final 1/3 payment will be adjusted as necessary and as agreed to by both parties.

(d) It is understood that the production design is subject to review and approval by GBO, and will include a detailed line item budget. GBO will make its best commercial efforts to respond quickly to submittal of the production design, and that MedPro will incorporate any GBO requests for modifications. All changes must be consistent with the design plan, and may not compromise the manufacturability of the Product patents. MedPro reserves the right to submit a revised Production Line Price in the event that GBO desires modifications that are outside of the current scope of the project. Such revisions to the Production Line Price must be mutually acceptable.

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1.4 In the event that MedPro and GBO are unable to develop a mutually acceptable production plan, GBO will notify MedPro of its termination of this agreement in writing. Nothing will prohibit both parties from reviewing the production plan and developing an alternative and mutually acceptable production plan. If the period of review exceeds six (6) months, MedPro will reserve the right to provide a thirty (30) notice to terminate. If both parties are still unable to mutually agree to an alternative production plan, then this agreement will be deemed terminated.

1.5 Quality Specifications . Both parties agree that all requirements to this Agreement shall be made in compliance with each party' s Quality System, and all related procedures and policies. This shall include all stipulated requirements for compliance with the US Food and Drug Administration regulations, including QSR (FDA 21CFR820) requirements, and CE registration, including the Medical Devices Directive (MDD9342EEC). Specific considerations will be attached to this agreement as Exhibit B, and may be modified from time to time, in writing, by both parties.

ARTICLE 2 - PRODUCT MANUFACTURING AND ROYALTY

2.1 Product Manufacturing . During each year of the Term, commencing on the Initial Production Date, GBO agrees to purchase and/or manufacture the Product, in the following minimum amounts (an aggregate of 75 million units of the Product over the Term) as indicated in each of the following calendar years of the Term commencing on the Initial Production Date (the " Minimum Annual Production" ):(a)Year 1 7.0 million units(b)Year 2 11.0 million units(c)Year 3 15.0 million units(d)Year 4 20.0 million units(e)Year 5 22.0 million units

As used in this Agreement, a " unit" means one single item of the Product.

2.2 Production Royalty .

(a) Production royalty shall be paid as follows: USD0.15 for the first 30.0MM pieces, USD0.14 for the next 45.0MM pieces (until an aggregate of 75.0MM pieces), and USD0.13 on all product thereafter. The initial royalty of USD0.15 is based upon a current product cost estimate of USD0.36, which includes the royalty. In the event that the initial cost exceeds this number, GBO and MedPro agree that the excess cost will be shared on an e ...