LICENSE AGREEMENT

                                                                                   LICENSE AGREEMENT

                This License Agreement (“Agreement”) is made this 20th day of October, 2004 by and between Milestone Scientific, Inc., a Delaware corporation (“Licensor”), whose business address is 220 S. Orange Avenue, Livingston, New Jersey 07039, and International Media Enterprise, a California corporation, dba United Systems, Inc. (“Licensee”), whose business address is
1405 W. Pioneer Street, Brea, California 92821, with reference to the following facts:

                A. Licensor is the owner of all right, title and interest in a proprietary dental whitening product, now known as the CoolBlue Consumer Whitening System (hereinafter referred to as “Product”).

                B.  Licensee is a manufacturer and marketer of certain products.

                C.  On the terms and conditions set forth herein, Licensee desires to receive a license to manufacture, market and sublicense the Product to the consumer market, and Licensor desires to grant a license to manufacture, market and sublicense the Product to the consumer market to Licensee.

                NOW, THEREFORE, in consideration of the foregoing premises, and the promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

                1.              Term . The initial term of this Agreement, including the grant of the License (as defined below), shall commence on the date of execution hereof and continue for twenty (20) years (the “Initial Term”), provided that Licensor may terminate this Agreement if sales of the Product are less than 250,000 units per calendar year beginning in 2005 through 2008. Licensee shall have options to extend this Agreement for up to 10 additional years, on a year-by-year basis (the “Renewal Options”) provided that sales of Product in the prior year are at least 250,000 units. Licensee may exercise its Renewal Options by delivering written notice to Licensor, at the address first written above or such other address as Licensor may designate by written notice to Licensee, no later than sixty (60) days prior to the expiration of the Term or any Renewal Option. The Initial Term and any Renewal Options shall collectively be referred to as the “Term.” 

                2.              License . Licensor hereby grants to Licensee an exclusive worldwide license, subject to the terms and conditions of this Agreement, to use, manufacture, market, distribute, sell and license the Product to the consumer market.

                3.              Sublicenses . Licensee may, on 15 days’ notice to Licensor, grant sublicenses under this Agreement to Licensees reasonably acceptable to Licensor, provided such sublicenses are in conformity with the provisions of this Agreement.

                4.              Delivery of Materials . Licensor shall deliver to Licensee plans, drawings, schematics, prototypes, samples, any and all related documentation, and other materials requested by Licensee as

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may be necessary to manufacture and market the Product.

                5.              Best Efforts . Licensee shall use its best efforts to manufacture, market, sell and distribute the Product. Notwithstanding the foregoing, the parties agree that there shall be no production quotas or minimum criteria that Licensee is obligated to meet hereunder.

                6.              Product Pricing.  Licensee shall set the pricing of Products sold to its customers in its sole discretion.

                7.             Royalty and License Payments .

                                7.1            Royalty Rate . Licensee shall pay a royalty to Licensor equal to fifty percent (50%) of the gross profits derived from Licensee’s sales or sublicense of the Product. “Gross profits” shall be defined, for the purposes of this Agreement, as gross revenues less manufacturing and marketing costs of the Product.

                                7.2            Royalty Payment . Payment of royalties shall be made quarterly by Licensee . Concurrently with the royalty payment by Licensee, Licensee shall deliver to Licensor a royalty report disclosing all Product sales and royalty payments occurring during the prior quarter.

                                7.3            Place of Payment . All amounts due Licensor shall be sent or delivered by Licensee to Licensor at the address first written above or such other address as Licensor may designate from time to time by written notice to Licensee.

                8.              Updates and Improvements . Any updates, improvements, upgrades to, and new versions of the Product conceived, developed or acquired by Licensor during the Term of this Agreement shall be promptly disclosed in writing to Licensee and shall be, as of the date of such written notice, automatically included as part of the Product and subject to the provisions of this Agreement.

                9.              Restrictions on Authority.  Except as otherwise provided in this Agreement, the parties hereto shall have no authority to bind or commit the other party to any contract or agreement or otherwise hold itself out as agent of the other party. The parties shall have no authority to incur any liability or obligation on the other party’s behalf. Licensor shall exercise no control over, nor have a right to control the activities or operations of Licensee, except as provided within this Agreement.

                10.            Proprietary Rights . Licensor hereby represents and warrants to Licensee that it is the exclusive owner of all right, title, and interest in Product, including copyright, Trademarks and Patents (as defined below), and that it has the right to grant to Licensee all rights granted pursuant to this Agreement. Licensor has good and valid title to, free and clear of all liens, the intellectual property associated with the Product, including the Trademarks and Patents. No claim adverse to Licensor’s rights in the intellectual property associated with the Product is pending or has been made or, to the knowledge of Licensor, threatened. To Licensor’s knowledge, no basis exists for any such

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claim.  To Licensor’s knowledge, no person has infringed or otherwise violated Licensor’s rights in any of the intellectual property associated with the Product. Licensor further hereby agrees to defend, indemnify and hold Licensee harmless from any and all claims, losses, damages and liabilities arising out of or incurred in connection with any infringement of intellectual property rights of others, associated with the Product.

                11.           (a) Trademark Rights . Licensor grants to Licensee an exclusive royalty free license to use any Licensor’s trademarks, trade names and service marks listed on Exhibit A (the “Trademarks”) solely in the promotion, sale, marketing and distribution of Product during the Term of this Agreement. The use of the Trademarks shall always be accompanied by the appropriate trademark designation. Licensee agrees to comply with any and all instructions from Licensor regarding the use, placement and design of the Trademarks. Licensee acknowledges Licensor’s right, title and interest in the Trademarks, and Licensee shall not claim any right thereto.

                                (b)            Patent Rights . Licensor grants to Licensee an exclusive royalty free license to use the Licensor’s patent rights claimed in United States patent application listed as Exhibit B and any US patent issued with respect thereto and any foreign patents related to such US patent application or US patents (the “Patents”) during the Term of this Agreement.

                12.            Rights and Obligations With Respect To Intellectual Property

                                (a) Licensor shall have the right to inspect any of Licensees facilities, or those of its suppliers of Product, during regular business hours and upon reasonable notice. If desired by Licensee any such inspection shall be conducted in the presence of an officer, partner or authorized representative of Licensee.

                                (b) Prior to use of any trademark, Licensee shall submit to Licensor for review and approval specimens of the Product and its packaging. If Licensor does not respond to any such submission within five (5) business days approval shall be deemed to have been granted. Once Licensor has approved the standard product packaging, Licensee may make minor modifications without having to resubmit the packaging for approval. Similarly, Licensee shall submit to Licensor all packaging, promotional literature and guidelines for any advertising campaigns to be conducted by it or its sub-licensees to be used in connection with marketing or merchandizing the Product. Product, packaging and promotional material and guidelines

                                (c) After Licensor has given approval of product samples and specimen promotional material, the approved Product quality and specifications packaging advertising promotional literature shall be standard for all Products produced and sold thereafter (the “Approved Quality”).

                                (d) The Licensee shall not at any time use, promote, advertise, display or otherwise publish any trademarks or material utilizing the trademarks except as specifically provided in this agreement, without the prior written consent of Licensor.

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                13.            Exclusion and Limitation of Damages . Each party hereto agrees that neither party shall be liable for incidental, special nor consequential damages based upon the use of Product or related products or documentation by Licensee or the distribution, marketing, and installation of Product, even if one party has been notified of the possibilities of such damages. The parties hereby acknowledge that the other portions of this Agreement have been made in reliance upon inclusion of this Section.

                14.           Warranty, Remedy and Exclusions .

                                14.1    Warranty .

14.1.1      Licensor warrants that the Product will operate in conformance with existing technical specifications, so long as the Product has not been modified, and has been manufactured and used solely according to the specifications outlined by Licensor.

14.1.2      Licensor represents and warrants that it is the exclusive owner of all right, title, and interest in Product, including Trademarks and Patents, and that it has the right to grant to Licensee all rights granted pursuant to this Agreement. Licensor has good and valid title to, free and clear of all liens, the intellectual property associated with the Product, including the Trademarks and Patents. No claim adverse to Licensor’s rights in the intellectual property associated with the Product is pending or has been made or, to the knowledge of Licensor, threatened. To Licensor’s knowledge, no basis exists for any such claim. To Licensor’s knowledge, no person has infringed or otherwise violated Licensor’s rights in any of the intellectual property associated with the Product.

                                14.2     Remedy . Licensor shall use its best efforts to correct any design defect of the Product that is documented by Licensee. Upon correction of such documented defect, Licensor shall deliver to Licensee new plans, drawings, schematics, and prototypes of the Product.

                15.           Infringement . If any third party shall, in the reasonable opinion of either party to this Agreement, infringe any of the Trademarks or Patents, such party to this Agreement shall promptly notify the other party. Licensor and Licensee shall then jointly decide whether to institute and diligently prosecute proper legal proceedings for infringement against the third party. If there is a mutual decision to prosecute, both parties shall take all appropriate or necessary actions to assist in the prosecution of such action. Each party shall bear its own internal expenses and both shall share 50/50 external legal and other costs and expenses associated with the action (including without limitation court costs).

                16.           Failure to Defend . In the event that the parties fail to take appropriate and diligent action with respect to any infringement, pursuant to Section 15, within ninety (90) days after

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discovery of the existence of the infringement, Licensee shall have the right to (i) take such action in the name of Licensor with the right to enforce and collect any judgment thereon, or (ii) terminate this Agreement with thirty (30) days prior written notice to Licensor.

                17.            Indemnity . Each party shall indemnify, defend, and hold the other party harmless from and against any and all claims, losses, damages and liabilities arising out of or incurred in connection with the indemnifying party’s negligent acts and omissions, willful misconduct, or material breaches of this Agreement. The indemnified party shall give the indemnifying party written notice as soon as practicable of any such claim or action to which the foregoing provisions apply.

                18.            Arbitration . Any dispute, claim or controversy between the parties arising out of or relating to this Agreement, or breach hereof, shall be submitted to arbitration in accordance with the applicable arbitration rules of the American Arbitration Association which are in effect on the date of the delivery of the demand for arbitration. Any arbitration proceedings shall take place in New York City before a single arbitrator. The decision rendered by the arbitrator shall be binding. Judgment upon the decision of the arbitrator may be entered into any court having jurisdiction thereof. Each party shall pay the expenses of the American Arbitration Association and the arbitrator equally. Further, each party shall have the same right to take depositions and to obtain discovery as if the proceedings were pending in a civil action before a court of general jurisdiction in the State of New Jersey.

                19.           Miscellaneous Provisions .

                                19.1          Entire Agreement and Severability Provisions . This Agreement constitutes the entire understanding and agreement between Licensor and Licensee and supersedes any and all prior, contemporaneous oral or written communications relating to the subject matter hereof, all of which are merged herein. This Agreement can only be modified, amended, or altered by an instrument in writing, mutually signed by the parties hereto. Such amendment shall be binding with or without any additional consideration. If any provision of this Agreement is held unenforceable, said holding shall not be deemed to impair the validity of the remaining provisions of the Agreement which shall remain in full force and effect.

                                19.2          Governing Law . This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey applicable to contracts wholly executed and wholly performed therein.

                                19.3          Attorney’s Fees . The prevailing party in any action or proceeding between Licensee and Licensor arising out of or related to this Agreement shall be entitled to recover its reasonable attorney’s fees and costs incurred in connection therewith.

                                19.4          Notices . All notices, requests, demands and other communications required under this Agreement shall be deemed duly given to the respective parties at the addresses first set forth above or at such other addresses as designated in writing by either party in accordance with this Section upon (a) personal delivery, or (b) delivery by U.S. mail, postage pre-paid, or (c) receipt by

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the transmitting party of confirmation or answer back if delivery is by facsimile.

                IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written:

“Licensor”

“Licensee”

Milestone Scientific, Inc.,
a Delaware corporation

International Media Enterprise,
a California corporation
dba United Systems, Inc.

By:

  /s/ Stuart Wildhorn 

By:

  /s/ Tom Cheng 

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Title:  President

Title: President 

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EXHIBIT A