EMPLOYMENT AGREEMENT

This is an Employment Agreement (“Agreement”) dated this 1st of April, 2009, by and between MedPro Safety Products, Inc., a Nevada corporation, (“Company”), and Marc T. Ray, presently residing in Lexington, Kentucky (“Executive”).

NOW, THEREFORE, in consideration of the foregoing and of the covenants and conditions herein contained, the parties hereto agree as follows:

1.            Employment .  Company hereby agrees to continue to employ Executive, and Executive hereby accepts such continued employment by Company, upon the terms and conditions set forth in this Agreement.

2.            Term .  The term of this Agreement shall be the thirty-six (36) consecutive month year period commencing January 1, 2009 (“Effective Date”), and ending on December 31, 2011 (the “Term”), unless terminated sooner pursuant to Paragraphs 9 and 10 below. After the Term, this Agreement shall be automatically renewed for additional twelve (12) consecutive month periods (the “Additional Term(s)”), unless Company or Executive provides prior written notice of its or his intention for this Agreement not to be renewed, which written notice shall be provided not less than thirty (30) days prior to the expiration of the Term or any Additional Term.  Any reference to Term herein shall include the initial Term and any Additional Term unless expressly provided to the contrary.

3.            Duties .  During the Term, Executive shall hold the position of Chief Financial Officer for Company and such other affiliates as requested by Company.  Provided, however, Company may alter the title and position held by Executive at any time, in its sole and absolute discretion.  Executive shall perform the duties customary for that position or any other position held by Executive, and such other duties as Company may from time to time reasonably assign to him.  Executive agrees to use his best efforts for the benefit of Company and its affiliates, and throughout the Term shall devote his entire time, attention, and energies to the business of Company and its affiliates.  Executive shall not, without Company's prior written consent, engage in other business activities during the Term; provided, Executive may invest his assets in such form or manner as will not be adverse to the interests or reputation of Company and will not require any services on his part in the operation of the affairs of the enterprises in which the investments are made.  The Company realizes that the Executive has some continuing obligations with regards to other business entities and associated matters.  The Executive acknowledges that these matters will not create any conflict of interest with the Company, and will not interfere with the execution of the Executive’s duties.  The Company will allow the Executive reasonable time to fulfill his obligations concerning these matters.

4.            Compensation .  During the Term, Executive's compensation for duties performed under this Agreement shall consist of the following:

An Annual Base Salary of Two Hundred Fifteen Thousand Five Hundred Dollars and no/100 ($215,500.00) (“Annual Base Salary”), to be paid in accordance with the customary payroll practices of Company at such times as the President/COO, CEO or the Board of Directors, if so authorized, may determine, with any increases as determined by the President/COO, CEO or the Board of Directors, if so authorized in its sole and absolute discretion.  Such adjustment shall be made, as necessary, to cover the period from the effective date to the first payroll in April 2009.

Annual bonus compensation of up to 70% of Executive’s Annual Base Salary, as the Board of Directors of Company or the CEO may determine in its sole and absolute discretion.

Company shall withhold from any such amounts payable to Executive any applicable social security, federal, state or local taxes.

5.            Employee Benefits .  During the Term, Executive shall be eligible for the following benefits:

Executive shall be entitled to participate in employee benefit plans, policies and practices sponsored by Company for the benefit of its employees, upon the same terms and conditions as other employees of Company, including vacation and holiday time; provided nothing in this Agreement shall affect Company’s right to amend, modify or otherwise terminate any such plans, policies and practices in its sole and absolute discretion.

Upon termination of Executive’s employment without “cause” (as defined below), Company shall pay or reimburse Executive for the premiums associated with continued medical coverage under Company’s medical plan should Executive elect to continue such coverage pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended.

Company shall establish and maintain a stock option arrangement for its management group which shall grant Executive options to purchase stock pursuant to the terms and conditions of the arrangement.

6.            Reimbursement of Expenses .  Company shall reimburse Executive for all reasonable travel, entertainment, and similar expenses that Executive incurs in promoting the business of Company and its affiliates, subject to policies and directives from Company.  The Company shall also reimburse Executive for all associated expenses for professional education, certifications, and other ongoing educational seminars, training, and courses taken.  This will include direct costs, travel, lodging, and other related expenses.  The Executive shall submit such courses for approval by the President/COO or the CEO prior to incurring such expenses.

7.            Facilities .  Company shall provide Executive with an office, books, stenographic and technical help, and such other facilities, equipment, supplies and services as are suitable to his position and adequate for the performance of his duties.

8.            Confidentiality, Nonsolicitation and Noncompetition .

Disclosure of Information .  Executive acknowledges and agrees that Company’s operations, financial reports, customer information, strategic plan, salary and employee information, and other confidential information pertaining to Company’s operations and business affairs, as the same may exist from time-to-time, including but not limited to any information not generally known in the industry in which Company is or may be engaged, are valuable, special and unique assets of Company’s business, and Executive shall not (without Company’s prior written consent), either during Executive’s employment or thereafter, for any reason or purpose whatsoever, disclose any such information to any person, firm, corporation, association, or other entity.  Company may protect this interest by seeking and obtaining a court injunction.

Return of Materials .  Executive agrees to deliver, within three (3) days after he is no longer affiliated with Company, any and all property of Company, including any Confidential Material (whether made, written or obtained by Executive or others) that is in his possession, custody or control.  Executive agrees that he shall retain no copies of such material.  For purposes of this Agreement, “Confidential Material” shall include, but not be limited to, any writing, computer data, photograph, or other written material or tangible thing, obtained by Executive as a consequence of or through his relationship with Company, and containing any confidential information, including any information not generally known in the industry in which Company is or may be engaged.  This shall include, without limiting the generality of the foregoing, customer lists, price or fee lists, financial date, forms and manuals, procedures, instructions, records, computer programs, notes, notebooks, and all other material of a trade secret, proprietary, or confidential nature.

Nonsolicitation of Employees, Etc .  Executive hereby covenants and agrees that during the term of Executive’s employment with Company and throughout the Restricted Period, Executive will not, directly or indirectly, solicit, divert, induce, encourage or attempt to solicit, divert, induce or encourage any person who was any employee, agent, consultant, independent contractor, vendor, supplier or service provider of Company or its affiliates at the time of his termination of employment or within six (6) months prior to such termination of employment, to leave or reduce his or her employment, relationship or other arrangement with Company or any of its affiliates.  Further, during the Restricted Period, Executi