SCCAPITAL PARTNERS, LLC Arizona Office California Office 1992 N. Kolb Road 19990 Von Karmon, Suite 1600 Tucson, AZ 85715 Irvine, CA 92612 ###-###-#### ###-###-####

(a.)  

Consulting Services, SCCP will provide advisory and assistance in connection with strategic planning, additional equity and debt financing, and liquidity building efforts.

(b.)  

Finder Services. SCCP will assist with future equity or debt financing transactions undertaken by the Company.

(c.)  

Merger and Acquisition Services. SCCP will provide the Company with merger and acquisition advice to include: (i) the identification of businesses, assets or technologies; (ii) financial modeling; (iii) the form and structure of the Transaction; (iv) conducting discussions and negotiations; and (v) provide other related advice and assistance as the Company may reasonably request in connection with a Transaction.

Strategic Alliance Services, SCCP shall provide the Company with potential strategic alliances. These services may include: (i) The identification of businesses, assets or technologies; (ii) The evaluation of third parties; (iii) the structure of the Strategic Alliance; (iv) conduct discussions and negotiations with a Strategic Alliance; and (v) providing other related advice and assistance to the Company.

Term. SCCP's engagement herein shall commence upon signing and is expected to be completed twenty four (24) months from signing date ("Minimum Term"). It shall continue thereafter on a month-to-month basis unless terminated in writing with 30 days notice by SCCP or the Company.

Termination. Subject to clause 2, either party may terminate this Agreement for any reason upon giving thirty (30) days prior written notice to the other after 24 months from the date of signing. It is understood that upon termination, this Engagement shall have no further force or effect, except that any termination of SCCP's engagement hereunder for any reason shall not affect the Company's obligation to pay SCCP fees for which a definitive agreement specifically identified by the Advisor has been signed within 24 months after such dates specified and to reimburse expenses as set forth herein and therein.

Compensation. The Company agrees to pay SCCP as compensation for its services under this Engagement the following fees:

(a.)  

Fees. Pay SCCP a consulting fee equal to 8% of the principal cash amount of all Company's securities and institutional PIPE and secondary financings introduced by SCCP.

(b.)  

Warrants. The Company will provide SCCP or to its designees, warrants to purchase a number of Shares or Units equal to 8% of the number of Shares or Units sold under the equity financing. Each warrant shall have a standard list of restrictions which will be agreed upon by the Company and SCCP which may be publicly or privately offered by the Company and exercisable on the same terms.

 

Debt Financing. The Company shall pay SCCP a consulting fee equal to 3% on any gross proceeds received by the Company in connection with a Debt Financing introduced by SCCP. In the case of a committed Debt facility the placement fee will be calculated on the gross available amount committed to the Company.

(c.)  

Strategic Alliances. A consulting fee equal to 6% of the equivalent value of any strategic alliance or other business realignment resulting from the SCCP Financial Advisory Engagement not otherwise considered in this agreement. The equivalent value shall be mutually defined and paid in cash or as otherwise negotiated.

(d.)  

Total Compensation. The fees described above represent total compensation to be paid to SCCP and any other financial advisors for the transaction.

5.

Expenses. The Company agrees to reimburse SCCP for all reasonable out-of-pocket expenses, up to and including $1,000 per instance without pre-approval and over $1,000 pre-approved in writing by the Company, incurred by SCCP in connection with performance of the services discussed herein, including but not limited to printing, copying, office supplies, and travel related expenses. Approval does not imply the successful merger, acquisition, or joint venture or other successful conclusion of a business relationship.

Company Representations. The Company represents and warrants that it has all requisite corporate power and authority to execute and perform this agreement; that it constitutes a valid and binding obligation of the Company; and the execution and performance of this agreement will not violate any provision of the Company's charter or bylaws or any agreement or other instrument to which the Company is a party or by which it is bound.

SCCP Representations. SCCP represents and warrants that it is not registered as a broker-dealer pursuant to the Exchange Act; and is not a member of the FINRA, and is not presently, and does not intend upon, making any offer of Securities on behalf of Company. SCCP shall only provide financial advisory services and act as a Finder in all instances related to the provision of Services herein.

Confidentiality. Subject to the exclusions set forth below, all information exchanged between the Parties under this Agreement or during the negotiations preceding this Agreement is confidential. Neither party shall disclose to any third party (other than assigns specific to this .agreement) the other Party's confidential information; unless required by law or needed by a Party to assert claims or defend against claims made against the Party. Each Party shall use reasonable efforts to minimize such disclosure, and shall use reasonable efforts to obtain assurance that the recipient shall treat the information as confidential. In addition, either Party may disclose any such information that becomes generally available to the public, provided it is not the result of disclosure in violation of the Section. Upon termination of this Agreement; the receiving Party shall return all confidential information of the disclosing Party or destroy any material and shall confirm in writing such destruction. Notwithstanding the forgoing, the Company may disclose this Agreement and its terms to any potential investor in, or Purchaser of the Company and their respective representatives.

9.

Indemnification. The Company agrees to indemnify and hold harmless SCCP and its officers, directors, agents, employees and legal representatives controlling SCCP or any of its affiliates within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended and its respective successors, assigns, executors and personal representatives ("Indemnified Person(s)"). The Company will hold each Indemnified Person harmless from and against any and all losses, claims, damages, and liabilities caused by, related to or arising out of, directly or indirectly, the engagement referred to in the Agreement, whether under any statute, under common law, or otherwise. The Company will also reimburse SCCP and any other Indemnified Person for all reasonable expenses (including reasonable fees and disbursements of legal counsel), in connection with investigating or defending any such action. However, the Company will not be liable under this paragraph to the extent that any loss, claim, damage, liability or expense is found in final judgment by a court of competent jurisdiction from which no appeal can be or is taken to have resulted from the gross negligence, willful misconduct or bad faith of SCCP.

10.

Survivability. This Agreement and any rights, duties or obligations hereunder may not be waived, amended, modified or assigned, in any way, in whole or in part, including by operation of law, without the prior written consent of, and shall inure to the benefit of and be binding upon the successors, assigns and personal representatives of, each of the parties hereto. In case any provision of this Engagement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this letter agreement shall not in any way be affected or impaired thereby.

11.

Miscellaneous.

Unless subject to a separate Selling Agreement in their performance hereunder, the Parties are acting as independent contractors, and nothing contained herein shall be construed to create a partnership, joint venture or other agency relationship between the Parties. Neither Party shall make any communication to any person indicating that such Party has the right to act on behalf of, bind or make promises or representatives for the other Party for any reason.

b)  

 This Agreement and any attached exhibits set forth the entire understanding and agreement of the Parties and supersedes all prior and contemporaneous agreements and understandings, both oral and written, related thereto. This Agreement may be executed by facsimile and in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. Only a written instrument signed by both Parties may modify this Agreement.

c)  

Any notice or communication required or contemplated hereunder shall be in writing and shall be delivered by hand, deposited with an overnight courier, sent by confirmed email, sent by facsimile with a sheet demonstrating successful transmission, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address or number listed below. Such notice shall be deemed given as of the date it is delivered, mailed, emailed, faxed or sent.

d)  

This Agreement shall be binding to SCCP, MedPro and their respective successors and assigns. Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld

e)  

No delay or omission by either Party to exercise any right or power, under this Agreement shall impair or be construed as a waiver of such right or power. All waivers must be in writing and signed by the Party waiving its right(s). A waiver by either Party of any breach or covenant shall not be construed to be a waiver of any other breach or covenant.

f)  

The laws of the State of Kentucky shall govern this Agreement, without application of the principles of conflicts of laws.

g)  

The parties shall attempt in good faith to resolve any such dispute through good faith negotiation. Any dispute which has not been resolved by negotiation within a 30 day, period shall be settled by binding arbitration in Pima County, Arizona, in accordance with the then current rules of the American Arbitration Association, before one (1) independent and impartial arbitrator, mutually designated by both parties. If the parties cannot agree upon such arbitrator, then the American Arbitration Association shall be empowered to designate such arbitrator. The arbitrator's award shall be final and any court having jurisdiction thereof may render judgment thereon. The arbitrator may, subject to any. limitations placed on remedies by the terms of this Agreement, grant any relief authorized by law, including but not limited to, equitable relief, declaratory relief, and damages including punitive damages. In the event that any arbitration proceeding or other action is instituted concerning or arising out of this Agreement, the prevailing party shall recover all of such party's out-of-pocket costs and reasonable attorney's fees incurred in each and every such proceeding. If any judicial proceeding is required to enforce an arbitration ruling or to obtain equitable or injunctive relief, the parties hereby consent to the exclusive jurisdiction and venue of Pima County, Arizona or the U.S. District Court for Arizona, whichever is applicable, for any such proceeding.