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<SEC-DOCUMENT>0001005477-00-008368.txt : 20001208
<SEC-HEADER>0001005477-00-008368.hdr.sgml : 20001208
ACCESSION NUMBER:		0001005477-00-008368
CONFORMED SUBMISSION TYPE:	S-3/A
PUBLIC DOCUMENT COUNT:		17
FILED AS OF DATE:		20001207

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MILESTONE SCIENTIFIC INC/NJ
		CENTRAL INDEX KEY:			0000855683
		STANDARD INDUSTRIAL CLASSIFICATION:	ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842]
		IRS NUMBER:				133545623
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3/A
		SEC ACT:		
		SEC FILE NUMBER:	333-39784
		FILM NUMBER:		784955

	BUSINESS ADDRESS:	
		STREET 1:		220 S ORANGE AVE
		STREET 2:		LIVINGSTON CORPORATE PARK
		CITY:			LIVINGSTON
		STATE:			NJ
		ZIP:			07039
		BUSINESS PHONE:		2013793171

	MAIL ADDRESS:	
		STREET 1:		44 KEAN ROAD
		STREET 2:		220 SOUTH ORANGE AVE
		CITY:			LIVINGSTON
		STATE:			NJ
		ZIP:			07039

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	U S OPPORTUNITY SEARCH INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3/A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>AMENDMENT NO. 4 TO FORM S-3
<TEXT>



As filed with the Securities and Exchange Commission on December    , 2000
                                                      Registration No. 333-39784


================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------


                                 AMENDMENT NO. 4
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                ----------------

                            MILESTONE SCIENTIFIC INC.
             (Exact name of Registrant as specified in its charter)

            Delaware                                           11-309811
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                           Identification No.)

                             220 South Orange Avenue
                            Livingston Corporate Park
                          Livingston, New Jersey 07034
               (Address, including zip code, and telephone number,
            including area code, of registrant's executive offices)

                                  ------------

                                  LEONARD OSSER
                             Chief Executive Officer
                            Milestone Scientific Inc.
                             220 South Orange Avenue
                            Livingston Corporate Park
                          Livingston, New Jersey 07034
                                 (973) 716-0087
            (Name, address, including zip code, and telephone number,
                   including area code of agent for service)

                                  ------------

                                   Copies to:

                            Stephen A. Zelnick, Esq.
                       Morse, Zelnick, Rose & Lander, LLP
                                 450 Park Avenue
                            New York, New York 10022
                                 (212) 838-8040
                           (212) 838-9190 (Facsimile)

                                   -----------

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.

                                  ------------

    If the only securities being registered on this Form are to be offered
pursuant to dividend or reinvestment plans, please check the following box. |_|

      If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), other than securities offered only
in connection with dividend or reinvestment plans, check the following box. |X|

      If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering |_|

      If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|_________

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|_________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

<PAGE>

                                    [LEGEND]
PROSPECTUS

                                2,197,873 Shares
                                  Common Stock
                                 Par Value $.001

                            MILESTONE SCIENTIFIC INC.

      The selling stockholders named in this prospectus are offering to sell up
to an aggregate of 2,127,873 shares of our common stock as follows:

      1,800,000   shares issued upon conversion and in full payment and
                  satisfaction of our 3% senior convertible notes;

        142,857   shares which may be issued upon exercise of warrants to buy
                  shares of our common stock at prices ranging from $1.75 per
                  share in the first year to $7.50 in the fifth year after
                  issuance;

         70,000   shares which may be issued upon exercise of warrants to buy
                  shares of our common stock at a price $3.00 per share;

         88,000   shares issued as part of a litigation settlement;


         50,000   shares which may be issued if we pay interest on our 10%
                  senior secured promissory notes in shares of our common stock;


         47,016   shares issued in payment of interest on our 3% senior
                  convertible notes

      We will not receive any of the proceeds from the sale of these shares. The
shares are being registered for resale by the selling stockholders.


      Shares of our common stock are traded on the American Stock Exchange under
the symbol "MS". On December , 2000, the closing price was $________ per share.


      See "Risk Factors" beginning on Page 5 for the factors you should consider
before buying shares of our common stock.

      Neither the Securities and Exchange Commission nor any state securities
commission or other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.


                 The date of this prospectus is December , 2000


<PAGE>

TABLE OF CONTENTS

                                                                            Page
Where You Can Find More Information.........................................  3
Reports to Security Holders.................................................  3
Incorporation of Documents by Reference.....................................  3
Milestone...................................................................  4
Risk Factors................................................................  5
Forward-Looking Statements..................................................  7
Use of Proceeds.............................................................  7
Selling Security Holders....................................................  7
Plan of Distribution........................................................  9
Recent Developments......................................................... 10
Provisions of our Certificate of Incorporation.............................. 13
Legal Matters............................................................... 14
Experts..................................................................... 14

      You may rely only on the information contained in this prospectus,
including the documents incorporated in this prospectus by reference.. We have
not authorized anyone to provide information that is different from that
contained in this prospectus. This prospectus may only be used where it is legal
to sell these securities. The information in this prospectus may not be accurate
after the date appearing on the cover.


                                       2
<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

      We are subject to the informational and reporting requirements of the
Securities Exchange Act of 1934, as amended, and, in accordance with that
statute, have filed various reports, proxy statements and other information with
the Securities and Exchange Commission. You may inspect these reports, proxy
statements and other information at the public reference facilities of the
Securities and Exchange Commission at its principal offices at Judiciary Plaza,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its regional
offices located at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511, and 7 World Trade Center, Suite 1300, New York, New York 10048. You
can get copies of these reports, proxy statements and other information from
these offices upon payment of the required fees. These reports, proxy statements
and other information can also be accessed from the web site maintained by the
Securities and Exchange Commission at http://www.sec.gov. The public may obtain
information on operations of the public reference room by calling the Securities
and Exchange Commission at (800) SEC-0330.

      We have filed two registration statements on Form S-3 with the Securities
and Exchange Commission under the Securities Act with respect to the shares
offered by this prospectus. This prospectus, which forms a part of those
registration statements, provides information as to the shares covered by the
later filing and consolidates and brings forward information as to the unsold
shares covered by the earlier filing. However, this prospectus does not contain
all of the information included in the registration statement and the
accompanying exhibits. Statements contained in this prospectus regarding the
contents of any document is not necessarily complete and are qualified in their
entirety by such reference. You should refer to the actual document as filed
with the Securities and Exchange Commission. You can get copies of the
registration statement and the accompanying exhibits from the Securities and
Exchange Commission upon payment of the required fees or it may be inspected
free of charge at the public reference facilities and regional offices referred
to above.

                           Reports to Security Holders

      We furnish our stockholders with annual reports containing audited
financial statements. In addition, we are required to file reports on Forms
8-KSB, 10-QSB and 10-KSB with the Securities and Exchange Commission.

                   INCORPORATION OF THE DOCUMENTS BY REFERENCE

      The following documents filed by us with the Securities and Exchange
Commission are incorporated in this prospectus by reference:

      (1)   Annual Report on Form 10-KSB for the fiscal year ended December 31,
            1999;

      (2)   Quarterly Report on Form 10-QSB for the quarter ended March 31,
            2000;

      (3)   Quarterly Report on Form 10-QSB for the quarter ended June 30, 2000
            and Quarterly Report as amended, on Form 10-QSB/A for that quarter
            both as filed on August 14, 2000;.

      (4)   Quarterly Report on Form 10-QSB for the quarter ended September 30,
            2000; and


                                       3
<PAGE>

      (5) Each document filed after the date of this prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act but before this
offering terminates is incorporated in this prospectus by reference and is to be
treated as part of this prospectus from the date it was filed. Any statement
contained in a document incorporated or deemed to be incorporated in this
prospectus by reference is modified or superseded to the extent that a statement
contained in this prospectus or in any other subsequently filed document which
is incorporated in this prospectus by reference modifies or supersedes such
statement.

      Upon written or oral request, we will provide, without charge, each person
to whom a copy of this prospectus is delivered, a copy of any document
incorporated by reference in this prospectus (other than exhibits, unless such
exhibits are specifically incorporated by reference in such documents). Requests
should be directed to Milestone Scientific Inc., 220 South Orange Avenue,
Livingston Corporate Park, Livingston, New Jersey 07039, (973) 716-0087
Attention: Thomas Stuckey, Chief Financial Officer.

                                    MILESTONE

      We develop, manufacture, market and sell equipment and related disposable
or consumable items and other products for use primarily by the dental
practitioner. Our products focus on practitioner efficiency, patient comfort,
and infection control. Our principal product is the The Wand(R), a computer
controlled "painless" injection system enabling the practitioner to more quickly
and effectively anesthetize patients in dental applications, which we introduced
at the Fall 1997 American Dental Association Trade Show. We began selling
equipment units of The Wand(R) and an initial supply of disposables in January
1998. The Wand(R) was originally sold in the U.S. and Canada through major
distributors of dental products. In September 1999 we began selling The Wand(R)
and its disposable handpieces directly to dentists in the United States.

      We were organized in August 1989 under the laws of Delaware. Our principal
executive office is located at 220 South Orange Avenue, Livingston Corporate
Park, Livingston, New Jersey 07039, telephone number (973) 716-0087.


                                       4
<PAGE>

                                  RISK FACTORS

      You should carefully consider the risk factors described below, as well as
other information appearing in this prospectus or incorporated by reference,
before purchasing shares of our common stock.

      The following factors may affect the growth and profitability of Milestone
and should be considered by any prospective purchaser of Milestone's securities:

      Continuing losses may exhaust our capital resources and force us to
terminate operations. We are currently losing money and, based on our history,
there is significant risk that losses will continue. Since our operations
commenced in November 1995, we have had losses for each year, including a loss
of approximately $7.0 million for 1999. At December 31, 1999 we had an
accumulated deficit of approximately $27.8 million. If we continue to incur
losses we may exhaust our capital resources. In that case, unless we raise
additional capital we may be force to terminate or curtail operations.

      We cannot become successful unless we gain greater market acceptance for
The Wand(R). We cannot become successful unless dentists in larger numbers buy
The Wand(R) and use it to administer oral anesthesia. This depends, in large
part, upon our ability to educate dentists and other health care providers of
the distinctive characteristics and benefits of The Wand(R) and will require
substantial marketing efforts and expense. Even though a total of approximately
10,500 equipment units have been sold in the domestic market during 1998 and
1999 less than 950,000 and 1,450,000 disposable handpieces were sold, reflecting
a low level of usage of The Wand(R). We cannot assure you that The Wand(R) will
be accepted by the market.

      We need additional capital to expand marketing efforts and develop a
medical product . Our capital requirements continue to be significant and,
unless we borrow funds or sell equity securities, we will be forced to curtail
or further reduce our activities. We have no agreement for future additional
financing. We cannot assure you that any sources of additional financing will be
available on acceptable terms, or at all. To the extent that any future
financing involves the sale of our equity securities, the ownership interest of
our stockholders could be substantially diluted.

      Our limited domestic distribution channel must be expanded for us to
become successful . Revenue growth depends on our ability to expand marketing
efforts for The Wand(R). Until September 1999 we relied, primarily, on
independent dental distributors to sell The Wand(R) domestically and
internationally. Since then we have sought to build a domestic sales force, but
its efforts in marketing The Wand(R) remain quite limited. To increase marketing
of The Wand(R) with our own sales force, that sales force will require
substantial expansion and we will incur significant up-front expense. We cannot
assure you that we will be able to hire and retain our own adequate sales force
or that such force will be able to successfully market and sell The Wand(R).

      We may be unable to protect our patents and intellectual property because
of our limited capital resources. We hold U.S. patents applicable to The
Wand(R). We rely on a combination of patents, trademarks and nondisclosure
agreements to protect our intellectual property rights. Unauthorized parties may
attempt to reverse engineer, copy, or obtain and use our products and other
information we regard as proprietary. We may have to initiate lawsuits to
protect our intellectual property rights. These lawsuits are costly and divert
management's time and effort away from our business with no guarantee of
success. Our failure to protect our proprietary rights or the expense of doing
so could have a materially


                                       5
<PAGE>

adverse effect on our operating results and financial condition. Also, although
we are not involved in any litigation involving our intellectual property and we
have not received any claims of infringement, it is possible that our products
may infringe on patent or proprietary rights of others. If that happens we may
have to modify our products or obtain a license. We cannot assure you that we
will be able to do so in a timely manner, upon acceptable terms and conditions,
or at all.


      Our terminable relationships with key manufacturers could disrupt critical
supplies. We have informal terminable arrangements with the manufacturers of The
Wand(R) equipment units, Tricor Systems, Inc., and handpieces, NYPRO, Inc.
Termination of the manufacturing relationship with either of these manufacturers
could significantly and adversely affect our ability to produce and sell our
products. Though alternate sources of supply exist and new manufacturing
relationships could be established, we would need to recover our existing tools
or have new tools produced. Establishing of new manufacturing relationships
could involve significant expense and delay. Any curtailment or interruptions of
the supply, whether or not as a result of termination of the relationship, would
increase our losses or, if we have become profitable, reduce our profits.


      Possible product liability claims could impair our resources jeopardize
our viability . We could be subject to claims for personal injury from the use
of our dental and medical products, although we have never been sued for
personal injury claims. We have liability insurance in the aggregate amount of
$2,000,000 with a per-occurrence limit of $1,000,000 which we believe is
adequate, although we cannot assure you that the insurance coverage will be
sufficient to pay such claims should they be made. A partially or completely
uninsured claim, if successful and of significant magnitude, could jeopardize
our viability.

      Limitation of Director Liability May Prevent Milestone's Recovery Of
Damages From Its Directors. Our Certificate of Incorporation provides that our
directors are not personally liable to us or any of our stockholders for
monetary damages for breach of the fiduciary duty of care as a director,
including breaches which constitute gross negligence, subject to the limitations
imposed by the Delaware General Corporation Law. Thus, in some instances,
neither we nor our stockholders can recover damages even if directors take
actions which harm us. See "Provisions of our Certificate of Incorporation -
Limitation of Director Liability, Indemnification."

      We need FDA clearance to introduce new variants of The Wand(R) for use in
medicine., New variants of The Wand(R) for medical use will require rigorous and
expensive pre-clinical and clinical testing and FDA approval before they can be
marketed. These processes can take a number of years. The time required for
completing testing and obtaining approval may be lengthy, and FDA approval may
never be obtained. Similar delays may also be encountered in other countries.
Later discovery of previously unknown problems with a product, manufacturer, or
facility may result in restrictions on such product or manufacturer, including
fines, delays or suspensions of regulatory clearances, seizures or recalls of
products, operating restrictions and criminal prosecution and could have a
materially adverse effect on us.


      Our presence in a highly competitive industry reduces our chances of
success. We face intense competition from many companies in the medical and
dental device industry, including well-established academic institutions
possessing substantially greater financial, marketing, personnel, and other
resources. Most of our competitors have established reputations, stemming from
their success in the development, sale, and service of competing dental
products. Further, our ability to compete successfully, requires that we
establish an effective distribution network. We cannot assure you that we can
compete successfully.



                                       6
<PAGE>

      Technological changes and new products may make our product obsolete. New
or enhanced products may contain features that render our products less
marketable, or even obsolete. Therefore, we must devote substantial efforts and
financial resources to enhance our existing products, to bring our products to
market quickly, and to develop new products for related markets. Our industry is
characterized by rapid technological change and research. We cannot assure you
that we can successfully enhance our existing products or develop new products
to compete with new products introduced into our market.

                           FORWARD LOOKING STATEMENTS

      This prospectus contains forward-looking statements based on current
expectations, assumptions, estimates and projections about us and the industry
in which we operate. We use words such as plan, believes, expects, future,
intends and similar expressions to identify forward-looking statements. These
forward-looking statements involve numerous risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of factors more fully described elsewhere in this
prospectus. We undertake no obligation to update any forward-looking statements
for any reason, even if new information becomes available or other events occur
in the future.

                                 USE OF PROCEEDS

      All shares of our common stock offered by this prospectus are being
registered for the account of the selling stockholders. We will not receive any
of the proceeds from the sale of these shares. The shares offered by this
prospectus include 142,857 shares underlying warrants to purchase those shares
at prices ranging from $1.75 per share in the first year to $7.00 per share in
the fifth year after issuance and 70,000 shares underlying warrants to purchase
those shares at a price of $3.00 per share . Assuming the exercise of all of the
first class of warrants at $1.75 per share and the second class at $3.00 per
share, we would receive proceeds of approximately $460,000, which we would use
for additional working capital.

                            SELLING SECURITY HOLDERS

      The following table sets forth the information as to the ownership of our
common stock by the selling stockholders on September 30, 2000. Unless otherwise
indicated, it is assumed that each selling stockholder listed below possesses
sole voting and investment power with respect to the shares owned as of such
date by the selling stockholder, including those issuable upon exercise of the
warrants. In addition, unless otherwise indicated, none of the selling
stockholders has had a material relationship with us or any of our predecessors
or affiliates within the past three years.


                                       7
<PAGE>

<TABLE>
<CAPTION>
                                                                                     Shares to be   Percentage of
                                  Shares Owned                 Number of                    Owned   Common Stock
                                    Before the               Shares that                After the    Owned After
       Selling Stockholder            Offering               May Be Sold                 Offering    The Offering
       -------------------            --------               -----------                 --------    ------------
<S>                                   <C>                        <C>                    <C>             <C>
Cumberland Partners                   1,330,770 (1)(2)(3)        965,970 (1)(2)(3)        364,800        3.4%
Longview Partners                       207,250                  105,050 (1)(2)(3)        102,200         *

                                                (1)(2)(3
Longview Partners B,L.P.                167,103 (1)(2)(3)        138,603 (1)(2)(3)         28,500         *
Longview Partners C,L.P.                 63,901 (1)(2)(3)         50,401 (1)(2)(3)         13,500         *
K. Tucker Andersen                      320,555 (1)(2)(3)        289,555 (1)(2)(3)         31,000         *
Morse, Zelnick Rose and Lander          487,035 (1)(2)(3)         14,286 (2)(3)           472,749        4.4%
  LLP(5)
Leonard Osser(6)                      2,301,936 (1)(2)(3)        240,875 (1)(2)(3)      2,061,061       19.3%
Mitchell G. Kuhn(7)                      23,943 (2)(3)             7,143 (2)(3)            16,800         *
Strategic Restructuring
Partnership LP                          203,571 (1)(2)(3)        203,571 (1)(2)(3)              0         0
Daniel Burack                            45,643 (2)(3)             7,143 (2)(3)            38,500         *
Ed Schwarz and Sarah Jane Jelin          52,318 (2)(3)(9)          7,143 (2)(3)            45,175         *
Jay Nelson                                5,714 (2)(3)             5,714 (2)(3)                 0         0
David Birkenruth                          8,243 (2)(3)             7,143 (2)(3)             1,100         *
Tricor Systems Incorporated(8)            3,571 (2)(3)             3,571 (2)(3)                 0         0
Keith Michael Jereb                       1,428 (2)(3)             1,428 (2)(3)                 0         0
Ronald Spinello                          80,000 (4)               80,000 (4)                    0         0
Glenn Spinello                            8,000 (4)                8,000 (4)                    0         0
</TABLE>

- ----------
*     Less than 1%

(1)   Includes shares issued upon full satisfaction and conversion of the 3%
      convertible notes at a price of $1.25 per share.
(2)   Includes shares issuable upon exercise of Milestone's Warrants exercisable
      at prices ranging from $1.75 to $7.00 per share.


(3)   Excludes an undetermined number of shares (estimated for purposes of the
      prospectus at an aggregate of 50,000 shares) that may be issued by
      Milestone to the selling stockholders as payment of interest on the 10%
      Senior Secured Promissory Notes and may be sold by the selling
      stockholders pursuant to this prospectus. Milestone does not intend to
      issue more than 50,000 shares for this purpose. If the 50,000 shares are
      not adequate to pay interest, then the registrant intends to pay
      additional interest in cash


(4)   Includes shares issued upon settlement of litigation with Milestone.
(5)   Morse, Zelnick, Rose and Lander LLP is corporate counsel to Milestone.
(6)   Leonard Osser is Milestone's Chairman and Chief Executive Officer.


(7)   Mitchell Kuhn is Milestone's President and Chief Operating Officer.


(8)   Tricor Systems Incorporated is a supplier of Milestone.
(9)   Includes 24,428 shares held separately by Ed Schwarz, 5,200 shares held by
      Ed Schwarz' IRA's, 1,250 shares held by Ed Schwarz 1992 Family Trust and
      14,297 held separately by Ed Schwarz's wife, Sarah Jane Jelin.
(10)  Includes 11,000 shares which are owned by Mr. Andersen's wife and children
      and as to which Mr. Andersen disclaims beneficial ownership.


                                       8
<PAGE>

                              PLAN OF DISTRIBUTION

      Sales of the shares of our common stock covered by this prospectus may be
effected from time to time in transactions (which may include block
transactions) on the American Stock Exchange (or other markets on which shares
of our common stock are then traded), in negotiated transactions, through put or
call option transactions relating to the shares, through short sales of shares,
or a combination of such methods of sale, at fixed prices which may be changed,
at market prices prevailing at the time of sale, or at negotiated prices. None
of the selling stockholders has entered into agreements, understandings or
arrangements with any underwriters or broker-dealers regarding the sale of their
shares. The selling stockholders may effect transactions by selling their shares
directly to purchasers or through broker-dealers, who may act as agents or
principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and/or the
purchasers of the shares for whom such broker-dealers may act as agents, or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The selling
stockholders and any broker-dealers who act in connection with the sale of the
shares might be deemed to be underwriters within the meaning of Section 2(11) of
the Securities Act of 1933 and any commissions received by such broker-dealers
and any profit on the resale of the shares sold by them while acting as
principals might be deemed to be underwriting discounts or commissions under the
Securities Act. We have agreed to indemnify each selling stockholder against a
number of liabilities, including liabilities arising under the Securities Act.
The selling stockholders may agree to indemnify any agent, dealer or
broker-dealer who participates in transactions involving sales of the securities
against the liabilities, including liabilities arising under the Securities Act.
As used herein, "selling stockholders" includes donees and pledgees selling
shares received from a named selling stockholder after the date of this
prospectus.

      Selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided that they meet the criteria and conform to the requirements of such
Rule.

      We have agreed to keep the registration statement, of which this
prospectus is a part, effective until all the shares covered by this prospectus
are sold or can be sold freely under an appropriate exemption from the
securities laws of the United States and the states, without limitation.

      In order to comply with the applicable state securities laws, the shares
covered by this prospectus will be offered or sold through registered or
licensed brokers or dealers in those states. In addition, in a number of states
the shares may not be offered or sold unless they have been registered or
qualified for sale in such states, or an exemption from such registration or
qualification requirement is available and such offering or sale is in
compliance therewith.

      Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the shares may not simultaneously engage in market
making activities with respect to such securities for a period beginning when
such person becomes a distribution participant and ending upon such person's
completion of participation in a distribution, including stabilization
activities in the common stock to effect syndicate covering transactions, to
impose penalty bids or to effect passive market making bids. In addition, the
selling stockholders will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including, without limitation,
Rule 10b-5 and,


                                       9
<PAGE>

insofar as the selling stockholders are distribution participants, Regulation M
and Rules 100, 101, 102, 103, 104 and 105 thereof, all of which may affect the
marketability of the shares covered by this prospectus.

      We will pay all of the expenses relating to the registration of the shares
covered by this prospectus except for selling commissions. These expenses are
estimated at $35,000.

                               RECENT DEVELOPMENTS

Acceptance of The Wand

      Based on our belief that The Wand(R) is a major advance in dentistry and
may ultimately become the accepted method for delivering local dental
anesthesia, we continue to take steps aimed at growing and strengthening the end
user base, thereby gaining greater acceptance of The Wand(R) and translating to
increased revenue through higher disposable handpiece usage. On October 1, 1999,
we began selling the Wand(R) disposable handpieces and dental needles directly
to dentists in the United States. We also began offering quantity discounts on
disposable handpieces and dental needles under monthly buying programs. During
the six months ended June 30, 2000, we increased our sales force and customer
service staff to handle its new sales programs. Further, we continue to

      o     provide assistance to dental and dental hygiene schools which
            include The Wand(R) in their curriculum;
      o     visit, obtain feedback and provide further support to current
            Wand(R) users;
      o     distribute The Wand(R) technique videos and technical bulletins to
            its current users;
      o     sell additional units to current Wand(R) users and
      o     develop its market overseas.

      Sales of units and handpieces in the six months ended June 30, 2000 were
$2,933,798 compared to $1,534,154 in the same period in 1999. Increased sales
reflect increasing acceptance of The Wand(R) in both domestic and foreign
markets. For example, sales of The Wand(R) units in Canada are expected to more
than quadruple in the current year from a base of 19 units in 1999. Further,
returns are more than 50% below where they were last year.

Private Offerings


      In January 31, 2000 we sold, at face amount, $1 million principal amount,
of our 10% Senior Secured Promissory Notes due June 30, 2001 and five-year
warrants to purchase an aggregate amount of 142,857 shares of our common stock,
par value $0.01. At its option, Milestone may pay interest on the 10% senior
secured promissory Notes in shares of its common stock and this prospectus also
covers the resale of an estimated 50,000 shares of common stock payable as such
interest, assuming that future market prices used in determining the number of
shares issued for such purpose are at current levels. Milestone does not intend
to issue more than 50,000 shares for this purpose. If the 50,000 shares are not
adequate to pay interest, then we intend to pay additional interest in cash. In
addition, our 3% senior convertible notes were converted into 1,800,000 shares
of our common stock in full payment and satisfaction of the $2,250,000 face
amount thereof.



                                       10
<PAGE>

      Since the end of the first quarter of this year we have operated with less
than adequate working capital. At June 30, 2000, we had $48,938 in cash and
negative working capital of $538,807. Several steps have been taken to improve
liquidity and meet our working capital needs:

      o     In April 2000, Leonard Osser, Chairman and CEO, agreed to provide
            the following financing to Milestone:
            o     a $200,000 line of credit under which funds can be borrowed
                  until December 31, 2000 with a maturity of February 1, 2001.
                  Borrowed funds bear interest at a 9% annual interest rate;
            o     guarantees that sales in 2000 to two foreign countries through
                  two specified distributors will be paid in full within 90
                  days, pursuant to which he has paid Milestone $50,584 through
                  September 30, 2000;
            o     the option, should the line of credit be insufficient, to
                  defer payment of his full salary until January 3, 2001; and
            o     A deferral of all interest and principal payments, until
                  January 3, 2001, on $250,000 face amount of 10% Senior Secured
                  Promissory Notes which he holds.

      o     In July 2000, we borrowed the $200,000 under this line of credit.

      o     On June 19, 2000, Mr. Osser remitted $50,584 to us, pursuant to his
            distributor payment guarantee.

      o     In April 2000, Stephen A. Zelnick, a director and holder of $50,000
            face amount of 10% Senior Secured Promissory Notes, agreed to defer
            all interest and principal payments, until January 3, 2001

      o     On July 31, 2000, we borrowed $500,000 from K. Tucker Andersen, a
            major existing investor, who also provided an additional $500,000
            line of credit pursuant to a purchase and line of credit agreement
            dated as of July 31, 2000. The $500,000 loan is due on June 30, 2003
            and any additional loans under the line of credit are due December
            31, 2003. The initial loan and any additional loans bear interest at
            8% per annum. The investor received warrants for 70,000 shares
            exercisable $3.00 per share, the fair market value of a share on the
            date of grant, and will receive warrants for an additional 20,000
            shares, exercisable at the fair market value of the shares at the
            time the warrant is issued, for each additional $100,000 borrowed
            under the line of credit. At our option, we can force conversion of
            $300,000 of the initial loan into equity in connection with defined
            future financings at the same price and on substantially similar
            payment terms as used in the future financing. If we exercise this
            option, then the number of shares to be issued will be determined by
            dividing $300,000 by the price per share paid by the investors in
            that future financing.


      o     In August 2000, we borrowed $1,000,000, $940,000 from Cumberland
            Benchmarked Partners, L.P. and $60,000 from LongView Partners A,
            L.P., each a fund managed by Cumberland Associates, LLC, a fund
            manager and major existing investor, pursuant to a 2-year secured
            loan, bearing interest at 20% per year and payable in cash or
            through the issuance of additional 20% notes on which both interest
            and principal are payable at the maturity of the 2-year secured
            loan. The loan is prepayable in cash at any time and is prepayable,
            with accrued interest, in Milestone common stock after March 31,
            2001. Stock issued in payment of this debt will be valued at 85% of
            then market prices.



                                       11
<PAGE>

      In addition, we continue to explore other equity and debt financings and
are currently holding discussions with several additional potential investors.
However, there can be no assurances that any of the financings now under
discussion, or the unconsummated portion of the financings specifically
described above, will be consummated. We believe our current capital resources
are sufficient to meet our needs for the next 12 months. Thereafter, unless one
or more of these or other financings is consummated, or we are able to generate
sufficient positive cash flow from operations, we may be unable to pay our
obligations as they mature. Failure to do so could force us to scale back or
discontinue operations.

Registration Rights

      We agreed to register the re-offer and re-sale of the shares of our common
stock underlying the warrants, the shares reserved for issuance as payment of
interest on the 10% senior secured promissory notes, the shares issued upon
conversion and in full payment and satisfaction of the 3% senior convertible
notes, the shares issued as part of the settlement of the Spinello litigation
(described below), and the shares issued in payment of interest on the 3% senior
convertible notes by filing the registration statements of which this prospectus
is a part under the Securities Act and the securities laws of the states. We
agreed to pay all the expenses and fees incurred in connection with the
preparation, filing and modification or amendment of the registration
statements.

   Legal Proceedings

   Spinello Lawsuits


      On March 26, 1997, Milestone and Spintech commenced legal action in the
United States District Court of New Jersey against Ronald Spinello, DDS, former
Chairman and Director of Research of Spintech. In the complaint, plaintiffs
sought recovery of compensatory and punitive damages for extortion and tortuous
interference with existing and prospective contract and business relationships,
a declaratory judgment that Dr. Spinello has no personal rights to certain
technology developed while he was employed as Director of Research of Spintech
relating to the design and production of ancillary components of its computer
controlled local anesthetic delivery system, a declaratory judgment that
plaintiffs have not breached Dr. Spinello's employment agreement or the
agreement for the initial purchase by Milestone of a 65% equity interest in
Spintech and injunctive relief. On May 21, 1997, Dr. Spinello filed an answer
and counterclaim.


      As a result of various pretrial motions, the only claims remaining in the
litigation with Dr. Spinello were Milestone's claims against Dr. Spinello and
Dr. Spinello's counterclaim for unpaid salary for the period subsequent to his
alleged wrongful termination, and a portion of his indemnification claim against
Spintech.

      In January 2000, prior to trial, Milestone settled its previously pending
lawsuits with Dr. Spinello DDS, and former Chairman and Director of Research of
Spintech, and Glenn Spinello in the United States District Court of New Jersey
and in the Court of Common Pleas, York County Pennsylvania, respectively. As
part of the settlement, Dr. Spinello and Glenn Spinello, each conveyed to
Milestone all of their equity interests in Spintech. Additionally, Dr. Spinello
assigned to Milestone any rights which he had to technology relating to The
Wand(R) handpiece or technology developed while he was employed at Spintech and
agreed to cooperate in filing and to assign to Milestone any future patent
applications covering that technology. In return for the conveyance of Spintech
equity, the assignment of technology,


                                       12
<PAGE>

and the resolution of all disputes between the parties, including the
discontinuance with prejudice of all legal actions, Milestone paid $25,000 to
Dr. Spinello and issued to him 80,000 shares (with a market value of
approximately $80,000 at the time agreement was reached) and issued 8,000 shares
to Glenn Spinello. Glenn Spinello, Ronald Spinello's son, was the controller and
a director of Spintech, prior to April 1997. Spintech is now a more than 75%
owned subsidiary of Milestone.


   Class Action Lawsuit


      In June 2000, the previously pending class action lawsuit in the United
States District Court of New Jersey was dismissed by the Court, with prejudice,
for failure to state a claim. No appeal was filed by the plaintiff prior to the
expiration of the time for filing such an appeal.

   Derivative Action Lawsuit

      In August 2000, the previously pending derivative action in the Court of
Chancery of the State of Delaware in Newcastle County, was dismissed upon
application by the plaintiff and approved by the Court. The dismissal was
without cost or expense to any party.

                 PROVISIONS OF OUR CERTIFICATE OF INCORPORATION

Limitation of Director Liability; Indemnification

      Our Certificate of Incorporation provides that a director will not be
personally liable to us or to our stockholders for monetary damages for breach
of the fiduciary duty of care as a director, including breaches which constitute
gross negligence. This provision does not eliminate or limit the liability of a
director:

      o     for breach of his or her duty of loyalty to us or to our
            stockholders,

      o     for acts or omissions not in good faith or which involve intentional
            misconduct or a knowing violation of law,

      o     under Section 174 of the Delaware General Corporation Law (relating
            to unlawful payments or dividends or unlawful stock repurchases or
            redemptions),

      o     for any improper benefit, or

      o     for breaches of a director's responsibilities under the Federal
            securities laws.

      Our Certificate of Incorporation also provides that we indemnify and hold
harmless each of our directors and officers to the fullest extent authorized by
the Delaware General Corporation Law, against all expense, liability and loss
(including attorney's fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith.

Section 203 of Delaware General Corporation Law


                                       13
<PAGE>

      Section 203 of the Delaware General Corporation Law prohibits us from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the transaction is approved in a
prescribed manner. As a result, potential acquirors may be discouraged from
attempting to effect acquisition transactions with us thereby possibly depriving
our stockholders of opportunities to sell or otherwise dispose of their
securities at above-market prices pursuant to such transactions.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons pursuant to
our Certificate of Incorporation, Bylaws and the Delaware General Corporation
Law, we have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy and is, therefore,
unenforceable.

                                  LEGAL MATTERS

      Morse, Zelnick, Rose & Lander, LLP, 450 Park Avenue, New York, New York
10022 will deliver an opinion that the issuance of the shares covered by this
prospectus has been approved by our Board of Directors and that such shares,
when issued, will be fully paid and non-assessable under Delaware law. Members
of and counsel to Morse, Zelnick, Rose & Lander, LLP own, in the aggregate, the
following securities: 168,083 shares of our common stock; options or warrants to
purchase 152,286 shares of our common stock, all of which are currently
exercisable; and warrants to purchase 83,333 units, each unit consisting of one
share of our common stock and a warrant to purchase one share of our common
stock.

                                     EXPERTS

      Our financial statements for the year ended December 31, 1999,
incorporated in this prospectus by reference to the Form 10-KSB, have been so
incorporated in reliance on the report of Grant Thornton LLP, independent
accountants, given on the authority of such firms as experts in accounting and
auditing.


                                       14
<PAGE>

          ============================================================

                                2,127,873 Shares
                                  Common Stock

                            MILESTONE SCIENTIFIC INC.

                                   ----------
                                   PROSPECTUS
                                   ----------


                               December ___, 2000


          ============================================================

<PAGE>

                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

      Expenses in connection with the issuance and distribution of the
securities being registered hereunder, other than underwriting commissions and
expenses, are estimated below. The selling stockholders will not pay any of
these expenses.

SEC Registration Fee .....................................           $  1,439.51
Printing expenses ........................................           $  2,500.00
Accounting fees and expenses .............................           $ 10,000.00
Legal fees and expenses ..................................           $ 15,000.00
Miscellaneous expenses ...................................           $  6,060.49
                                                                     -----------

     Total ...............................................           $ 35,000.00

Item 15. Indemnification of Directors and Officers

      Section 145 of the Delaware General Corporation Law grants to Milestone
the power to indemnify the officers and directors of Milestone, under the
circumstances and subject to the conditions and limitations as stated therein,
against all expenses and liabilities incurred by or imposed upon them as a
result of suits brought against them as such officers and directors if they act
in good faith and in a manner they reasonably believe to be in or not opposed to
the best interests of Milestone and, with respect to any criminal action or
proceeding, have no reasonable cause to believe their conduct was unlawful.

      Milestone's certificate of incorporation provides as follows:

      "NINTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.

      TENTH: (a) Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer,
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any

<PAGE>

such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in paragraph (b)
hereof, the Corporation shall indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section shall be
a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the General Corporation Law requires,
the payment of such expenses incurred by a director or officer (in his or her
capacity as a director or officer and not in any other capacity in which service
was or is rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise. The
Corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.

      (b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Section is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the General Corporation Law for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard or conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

      (c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

      (d) Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the

<PAGE>

Corporation would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law."

Item 16. Exhibits

Exhibit No.    Description

4.1            Specimen Stock Certificate*


4.2            Form of Purchase Agreement dated March 2, 1999

4.3            Form of 3% Senior Convertible Note dated March 2, 1999

4.4            Form of Registration Rights Agreement dated March 2, 1999

4.5            Form of Purchase Agreement dated January 31, 2000

4.6            Form of Registration Rights Agreement dated January 31, 2000

4.7            Form of Security Agreement dated January 31, 2000

4.8            Form of Agreement to convert 3% Senior convertible notes dated
               January 31, 2000

4.9            Form of Warrant dated January 31, 2000

4.10           Form of 10% Senior Promissory Note dated January 31, 2000


4.11           $200,000 8% Secured Promissory Note dated July 31, 2000

4.12           $300,000 8% Secured Promissory Note dated July 31, 2000

4.13           Warrant dated July 31, 2000


4.14           20% Secured Promissory Notes to LongView Partners A, L.P. and
               Cumberland Benchmarked Partners, L.P. each dated August 28, 2000

5.1            Opinion of Morse, Zelnick, Rose & Lander, LLP as to legality of
               the securities being registered**


10.1           Purchase and Line of Credit Agreement dated July 31, 2000.

10.2           Purchase Agreement dated August 25, 2000.

23.1           Consent of Grant Thornton LLP


23.2           Consent of Morse, Zelnick, Rose & Lander, LLP (included in
               Exhibit 5.1)**


<PAGE>

24.1           Power of Attorney (included in signature page)


- ----------

*     Incorporated by reference to Milestone's registration statement on Form
      SB-2 No.333-92324.
**    Previous filed with this registration statement.


Item 17. Undertakings

      A. The undersigned Registrant hereby undertakes to:

(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.

      (2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

      (3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

      B. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.

      In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in Act and will be governed by the final adjudication of
such issue.

      C. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in New York, New York on the 22nd day of November, 2000.

                                       MILESTONE SCIENTIFIC INC.


                                       By: /s/ Leonard Osser
                                           -------------------------------------
                                           Chairman and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Leonard Osser, Stephen A. Zelnick, or either one
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all pre- or post-effective amendments to
this registration statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on November 22, 2000.

   Signatures                               Title
   ----------                               -----

   /s/ Leonard Osser*                       Chairman and Chief Executive Officer
   ------------------
   Leonard Osser


   /s/ Thomas Stuckey*                      Chief Financial Officer
   -------------------
   Thomas Stuckey


   /s/ Mitchell Kuhn*                       Director
   ------------------
   Mitchell Kuhn


   /s/ Stephen A. Zelnick*                  Director
   -----------------------
   Stephen A. Zelnick


   /s/ Paul Gregory*                        Director
   -----------------
   Paul Gregory


   /s/ Louis I. Margolis*                   Director
   ----------------------
   Louis I. Margolis


   /s/ Leonard M. Schiller*                 Director
   ------------------------
   Leonard M. Schiller


   /s/ Daniel R. Martin*                    Director
   ---------------------
   Daniel R. Martin


   * By: /s/ Stephen A. Zelnick
         ----------------------
             Stephen A. Zelnick
             Attorney-in-Fact

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>PURCHASE AGREEMENT
<TEXT>


                                   Exhibit 4.2

                               PURCHASE AGREEMENT

      PURCHASE AGREEMENT (this "Agreement") is made as of March 2, 1999 between
MILESTONE SCIENTIFIC INC., a Delaware corporation, with its principal offices at
220 South Orange Avenue, Livingston, New Jersey 07039 (the "Company"), and the
undersigned (the "Purchaser").

      WHEREAS, the Company is offering to sell up to an aggregate of $4,000,000
of its 3% Senior Convertible Notes (the "Notes"), substantially in the form
annexed hereto as Exhibit A; and

      WHEREAS, the Company desires to sell to Purchaser and Purchaser desires to
purchase Notes having a principal amount as is set forth on the signature page
hereof.

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

      1. Purchase and Sale of Notes. Subject to the terms and conditions
hereinafter set forth, Purchaser hereby subscribes for and agrees to purchase
Notes from the Company having the principal amount set forth on the signature
page hereto and the Company hereby agrees to sell Notes having such principal
amount to Purchaser. The purchase price for the Notes shall be an amount equal
to 100% of their stated principal amount (the "Purchase Price"). The Purchase
Price is payable by certified or bank check made payable to the Company or by
wire transfer of funds, contemporaneously with the execution and delivery of
this Agreement. The Notes being purchased by Purchaser will be delivered by the
Company on the Closing Date (as defined below).

      2. Terms of the Notes. Except as otherwise set forth in this Agreement,
the terms of the Notes shall be as set forth in the Notes.

      3. Closing. The closing of the transactions contemplated hereby
("Closing") shall take place on one or more dates (each a "Closing Date" and
collectively the "Closing Dates") within three (3) business days following the
satisfaction of the conditions set forth herein and at such times as shall be
determined by the Company at the offices of Morse, Zelnick, Rose & Lander, LLP,
450 Park Avenue, New York, New York 10022.

      4. Representations and Warranties of the Company. The Company hereby
represents and warrants to Purchaser, which representations and warranties shall
be true and correct as of the date hereof and as of the Closing Date, as
follows:

            4.1 Organization; Standing and Power. The Company and its
      subsidiaries (a) are corporations duly organized, existing and in good
      standing under the laws of the state of their incorporation, (b) have all
      requisite corporate power and authority to own its properties and to carry
      on their businesses as now conducted and as proposed hereafter to be
      conducted, (c) are duly qualified to do business as foreign corporations
      in each and every jurisdiction where such qualification is necessary
      except where the failure to so qualify would not have a material adverse
      effect on the financial condition, business, operations, assets or
      prospects of the Company and its subsidiaries as a whole and (d) the
      Company has all requisite corporate power and authority to execute and
      deliver, and perform all of its obligations under this Agreement.

<PAGE>

            4.2 Capitalization. The total authorized capital stock of the
      Company consists of 25,000,000 shares of Common Stock and no shares of
      preferred stock. As of February 1, 1999, the Company has outstanding
      8,817,882 shares of Common Stock. In addition, there are 1,000,000 shares
      of Common Stock reserved for issuance under the Company's 1997 Stock
      Option Plan of which 674,000 shares are issuable pursuant to the exercise
      of outstanding stock options ranging in exercise price from $3.00 to
      $18.50 per share. The Company also has outstanding other compensatory
      options for 226,000 shares with exercise prices ranging from $5.125 to
      $23.00 per share and warrants and options in connection with financing
      transactions for 1,686,296 shares at exercise prices ranging from $4.72 to
      $9.00 per share of Common Stock. Except as set forth in this Section 4.2,
      the Company does not have outstanding any securities convertible into or
      exchangeable for any shares of capital stock or any rights (preemptive or
      otherwise) to subscribe for or to purchase, or any options for the
      purchase of, or any agreements providing for the issuance (contingent or
      otherwise) of, any capital stock or any stock or securities convertible
      into or exchangeable for any capital stock.

            4.3 Authorization. The execution, delivery and performance by the
      Company of its obligations under this Agreement has been duly authorized
      by all requisite corporate action and will not, either prior to or as a
      result of the consummation of the transactions contemplated by this
      Agreement: (a) violate any law, any order of any court or other agency of
      government, any provision of the Certificate of Incorporation or Bylaws of
      the Company or any contract, indenture, agreement or other instrument to
      which the Company is a party, or by which the Company or any of its assets
      or properties are bound, or (b) be in conflict with, result in a breach
      of, or constitute (after the giving of notice of lapse of time or both) a
      default under, or result in the creation or imposition of any lien of any
      nature whatsoever upon any of the property or assets of any Company
      pursuant to, or result in the acceleration of, any such contract,
      indenture, agreement or other instrument. The Company is not required to
      obtain any government approval, consent or authorization from, or to file
      any declaration or statement with, any governmental instrumentality or
      agency in connection with or as a condition to the execution, delivery or
      performance of any of this Agreement other than the filings which have
      heretofore been made.

            4.4 Non-contravention. To the best of its knowledge, the Company is
      not in violation or breach of or in default with respect to, complying
      with any material provision of any contract, agreement, instrument, lease,
      license, arrangement or understanding to which it is a party, and each
      such contract, agreement, instrument, lease, license, arrangement and
      understanding is in full force and effect and is the legal, valid and
      binding obligation of the Company enforceable as to the Company in
      accordance with its terms (subject to applicable bankruptcy, insolvency
      and other laws affecting the enforceability of creditors' rights generally
      and to general equitable principals). Neither the execution and the
      delivery of this Agreement, nor the consummation of the transactions
      contemplated hereby, will (a) violate any constitution, statute,
      regulation, rule, injunction, judgment, order, decree, ruling, charge, or
      other restriction of any government, governmental agency, or court to
      which the Company is subject or (b) conflict with, result in a breach of,
      constitute a default under, result in the acceleration of, create in any
      party the right to accelerate, terminate, modify, or cancel, or require
      any notice under any agreement, contract, lease, license, instrument, or
      other arrangement to which the Company is a party or by which the Company
      is bound or to which any of the Company's assets are subject.


                                       2
<PAGE>

            4.5 Litigation. There is no action, suit or proceeding at law or in
      equity or by or before any governmental instrumentality or other agency
      now pending or, to the knowledge of the Company, threatened in writing
      against the Company, or any of its assets, which, if adversely determined,
      might reasonably be expected to have a material adverse effect on the
      Company's business, operations and financial condition, other than as
      disclosed in its Quarterly Report on Form 10-QSB for the periods ended
      September 30, 1998.

            4.6 SEC Filings. The information set forth in the Form 10-KSB for
      the year ended December 31, 1997 and Form 10-QSB for the nine month period
      ended September 30, 1998 (collectively, the "SEC Filings") as filed by the
      Company with the Securities and Exchange Commission (the "SEC") is true,
      correct and complete in all material respects as of the respective date of
      each such filing and does not omit to state any material fact necessary in
      order to make the statements therein not misleading. The financial
      statements of the Company as set forth in the SEC Filings have been
      prepared in accordance with GAAP applied on a consistent basis throughout
      the periods covered thereby and fairly present in all material respects
      the financial condition and results of operations of the Company as of
      their respective dates. Since September 30, 1998, there has not been any
      material adverse change in the business, financial condition or results of
      operations of the Company except that the Company has continued to operate
      at a loss and may have a loss for the year ended December 31, 1998 of
      approximately $9,000,000. Except for the liabilities set forth in the
      financial statements included in the SEC Filings and liabilities which
      have arisen after September 30, 1998 in the ordinary course of business,
      the Company has no material liability.

            4.7 Due Authorization. The issuance of the Notes has been duly
      authorized by all necessary corporate action and when issued will be the
      legal and binding obligations of the Company enforceable in accordance
      with their terms. The shares of Common Stock issuable upon conversion of
      the Notes have been duly authorized and reserved for issuance and, when
      issued, will be fully paid and non-assessable, free and clear of any
      restrictions on transfer (other than any restrictions under the Securities
      Act of 1933, as amended (the "Securities Act") and state securities laws),
      taxes, security interests, options, warrants, purchase rights, contracts,
      commitments, equities, claims, and demands.

            4.8 Securities Law Exemption. Assuming the accuracy of Purchaser's
      representations and warranties set forth herein, the sale of the Notes
      pursuant to this Agreement has been made in accordance with the provisions
      and requirements of Regulation D ("Regulation D") under the Securities Act
      and any applicable state law.

            4.9 Use of Proceeds. The proceeds from the sale of the Notes will be
      used 80% for sales and marketing of the Company's products and services
      and 20% for working capital.

            4.10 Compliance with Laws. The Company is in compliance in all
      material respects with all occupational safety, health, wage and hour,
      employment discrimination, environmental, flammability, labeling, usury
      and other applicable laws which are material to its businesses, and the
      Company is not aware of any state of facts, events, conditions or
      occurrences which may now or hereafter constitute or result in a violation
      of any of such applicable laws, or which may give rise to the assertion of
      any such violation, the effect of which could have a material adverse
      effect on the Company's business, operations and financial condition.


                                       3
<PAGE>

            4.11 Licenses and Permits. The Company has obtained all federal,
      state and local licenses and permits required to be maintained in
      connection with and material to its operations, and all such licenses and
      permits obtained are valid and in full force and effect.

            4.12 Existing Registration Rights. Except for the Registration
      Rights Agreement referred to in Section 7 hereof, the Company is not a
      party to any agreement under which it is obligated to register any of its
      securities under the Securities Act.

            4.13 Patents, Trademarks, Copyrights, Etc. The Company owns or
      validly licenses all patents, patent rights, patent applications,
      licenses, shop rights, trademarks, trademark applications, tradenames,
      copyrights and other proprietary information (collectively "Rights") used
      in the conduct of its business as currently being conducted. To the actual
      knowledge of the Company, the conduct of its business as currently being
      conducted does not conflict with valid rights of others in any way, nor
      has any material use been made of the Rights, except by the Company or by
      other entities duly licensed to use the same.

            4.14 No Other Representations. The Company shall not be deemed to
      have made any representations, warranties, covenants, agreements or
      indemnifications pertaining to the subject matter of this Agreement,
      whether express or implied, except to the extent that such
      representations, warranties, covenants, agreements or indemnifications are
      made in this Agreement or the Schedules hereto or in any certificate or
      other agreement, document or instrument delivered pursuant to the
      provisions of this Agreement.

      5. Representations and Warranties of the Purchasers. The Purchaser hereby
represents and warrants to the Company, which representations and warranties
shall be true and correct as of the date hereof and the Closing Date, as
follows:

            5.1 Authorization of Agreement. The execution, delivery and
      performance of this Agreement has been duly authorized by all necessary
      action on the part of Purchaser, does not violate any laws or regulations
      applicable to Purchaser and is the valid binding and enforceable
      obligation of Purchaser in accordance with its terms.

            5.2 Non-contravention. Neither the execution and the delivery of
      this Agreement, nor the consummation of the transactions contemplated
      hereby, will (a) violate any constitution, statute, regulation, rule,
      injunction, judgment, order, decree, ruling, charge, or other restriction
      of any government, governmental agency, or court to which Purchaser is
      subject or (b) conflict with, result in a breach of, constitute a default
      under, result in the acceleration of, create in any party the right to
      accelerate, terminate, modify, or cancel, or require any notice under any
      agreement, contract, lease, license, instrument, or other arrangement to
      which Purchaser is a party or by which Purchaser is bound or to which any
      of Purchaser's assets are subject.

            5.3 Accredited Investor. Purchaser is an "accredited investor" as
      that term is defined in Rule 501(a) of the Securities Act, and the rules
      promulgated thereunder.

            5.4 Investment. Purchaser acknowledges that this offering of Notes
      has not been reviewed by the United States Securities and Exchange
      Commission ("SEC") and that the sale


                                       4
<PAGE>

      of the Notes pursuant hereto is intended to be a nonpublic offering
      pursuant to Sections 4(2), 4(6) or 3(b) of the Securities Act. Purchaser
      represents that the Notes are being purchased for his own account, for
      investment and not for distribution or resale to others. Purchaser agrees
      that Purchaser will not sell or otherwise transfer the Notes or the shares
      of the Common Stock issuable upon conversion of the Notes unless such
      securities, as the case may be, are registered under the Securities Act or
      unless an exemption from such registration is available. Purchaser
      understands that neither the Notes nor the shares of Common Stock issuable
      upon conversion of the Notes have been registered under the Securities Act
      and they are or will be issued pursuant to a specific exemption from the
      registration provisions of the Securities Act which depends upon, among
      other things, the bona fide nature of the investment intent as expressed
      herein.

            5.5 Access to Data. Purchaser has been given copies of the SEC
      Filings and has had an opportunity to review same. Purchaser has had an
      opportunity to discuss the SEC Filings and the Company's business,
      management and financial affairs with the Company's management and the
      opportunity to review the Company's facilities, each to Purchaser's
      satisfaction. Purchaser understands that such discussions, as well as any
      written information issued or provided by the Company, were intended to
      describe the aspects of the Company's business and prospects which the
      Company believes to be material but were not necessarily a thorough or
      exhaustive description thereof.

            5.6 Speculative Nature of Investment. Purchaser acknowledges that
      the purchase of the Notes involves a high degree of risk and that (i) an
      investment in the Company is highly speculative and only investors who can
      afford the loss of their entire investment should consider investing in
      the Company and purchasing Notes; (ii) Purchaser may not be able to
      liquidate his investment; (iii) transferability of the Notes and the
      shares of Common Stock issuable upon conversion of the Notes is extremely
      limited; and (iv) Purchaser could sustain the loss of his entire
      investment.

            5.7 Experience. Purchaser acknowledges that he has prior investment
      experience, including investment in non-listed and non-registered
      securities, or has employed the services of an investment advisor,
      attorney or accountant to review all of the documents furnished or made
      available by the Company and to evaluate the merits and risks of such an
      investment on Purchaser's behalf.

            5.8 Lack of Liquidity. Purchaser understands that there is no public
      market for the Notes.

            5.9 Legends. Purchaser consents to the placement of a legend on the
      Notes as set forth in Section 6 of this Agreement.

            5.10 [Intentionally Omitted.]

            5.11 Address. Purchaser hereby represents that the address of
      Purchaser furnished by him at the end of this Agreement is Purchaser's
      principal residence if Purchaser is an individual or Purchaser's principal
      business address if it is a corporation or other entity.


                                       5
<PAGE>

            5.12 Registered Representative. Purchaser acknowledges that if he is
      a Registered Representative of a National Association of Securities
      Dealers, Inc. ("NASD") member firm, he must give such firm the notice
      required by the NASD Conduct Rules, or any applicable successor rules of
      the NASD receipt of which must be acknowledged by such firm on the
      signature page hereof.

            5.13 No Other Representations. Purchaser hereby represents that,
      except as set forth herein, no representations or warranties have been
      made to the Purchaser by the Company or any agent, employee or affiliate
      of the Company and in entering into this transaction, Purchaser is not
      relying on any information, other than that contained herein, that
      contained in the SEC Filings and the results of independent investigation
      by the Purchaser.

            5.14 Purpose. If Purchaser is a partnership, corporation, trust or
      other entity, it was not formed for the purpose of investing in the
      Company.

            5.15 No Broker. There is no firm, corporation, agency or other
      entity or person that is entitled to a finder's fee or any type of
      commission in relation to or in connection with the transactions
      contemplated by this Agreement as a result of any agreement or
      understanding with Purchaser or any of its directors, officers, employees
      or agents.

            6. Legends. The Notes shall be endorsed with the following legend:

      THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE
      SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL (I) A REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") SHALL
      HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (II) RECEIPT BY THE COMPANY
      OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE
      EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH
      SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE
      SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN
      EXCHANGE FOR THIS NOTE.

      THIS NOTE IS SUBJECT TO THE TERMS OF A PURCHASE AGREEMENT, DATED AS OF
      MARCH 2, 1999, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICES OF
      MILESTONE SCIENTIFIC INC.

            7. Registration Rights. The Company and the Purchaser will enter
      into a registration rights agreement, substantially in the form annexed
      hereto as Exhibit B.

            8. Confidentiality. Purchaser covenants and agrees that none of
      Purchaser, his agents and representatives will use for their own benefit,
      convey or disclose to any third party any information provided by the
      Company concerning its current or proposed business, operations and
      financial conditions, other than information which is already publicly
      available, was already known to Purchaser or is obtained from a source
      other than the Company and to the extent required by law.


                                       6
<PAGE>

      9. Covenants.

            9.1 Affirmative Covenants of the Company. The Company covenants and
      agrees that, from the date hereof and until the Notes have been paid in
      full, it shall:

                  (a) Corporate. Do or cause to be done all things necessary to
            at all times (a) other than mergers solely among the Company and any
            of its subsidiaries, preserve, renew and keep in full force and
            effect its corporate existence, patents, trademarks, rights,
            licenses, permits and franchises, (b) comply with this Agreement,
            (c) maintain and preserve all of its material property used or
            useful in the conduct of their respective businesses, and (d) comply
            with all applicable laws material to its businesses, including the
            reporting requirements of the Securities Exchange Act of 1934,
            whether now in effect or hereafter enacted, promulgated or issued.

                  (b) Notice of Proceedings. Give prompt written notice to the
            Purchaser of any proceeding instituted against the Company in any
            federal or state court or before any commission or other regulatory
            body, whether federal, state or local, which, if adversely
            determined, could have a material adverse effect upon their
            business, operations, properties, assets or condition, financial or
            otherwise when taken as a whole.

                  (c) Books and Records; Inspection. Maintain true and accurate
            books and records respecting all of their business operations, and
            permit agents or representatives of the Purchasers to inspect, at
            any time during normal business hours, upon reasonable notice, and
            without undue material disruption of their business operations, all
            of such books and records and to visit the properties and operations
            of the Company and consult with the employees and officers of the
            Company.

                  (d) Notice of Default or Material Adverse Change. Promptly
            advise the Purchaser of any event which could have a material
            adverse effect on the Company's business, operation, property,
            assets or condition, financial or otherwise, or the existence or
            occurrence of any Event of Default (as defined in the Notes), any
            breach of this Section 9.1 or Section 9.2 or any default of the
            Company under any agreement or instrument to which it is a party.

                  (e) Notice of Filings with SEC. Promptly advise the Purchaser
            of any filing of a registration statement under the Securities Act
            with the SEC covering any of the Company's securities.

                  (f) Delivery of Financial Statements and other Reports. The
            Company will deliver to each holder of Notes promptly upon
            transmission thereof, copies of all financial statements,
            information circulars, proxy statements and reports as the Company
            shall send to its stockholders and copies of all registration
            statements, prospectuses and all reports which it shall file with
            the Securities and Exchange Commission or with any securities
            exchange on which any of its securities is listed or with NASDAQ and
            copies of all press releases and other statements made available to
            the public concerning material developments in the business of the
            Company.


                                       7
<PAGE>

                  (g) Stock to be Reserved. The Company covenants that all
            shares of Common Stock that may be issued upon conversion of the
            Notes or in respect of interest payable on the Notes will, upon
            issuance, be validly issued, fully paid and nonassessable and free
            from all taxes, liens and charges with respect to the issuance
            thereof. The Company covenants that during the period in which the
            Notes are outstanding it will at all times have authorized and
            reserved a sufficient number of shares of Common Stock to permit the
            conversion of the Notes.

            9.2 Negative Covenants of the Company. The Company covenants and
      agrees that, until the Notes have been paid in full, unless the holders of
      Notes representing more than 50% of the aggregate principal amount of the
      Notes (the "Requisite Majority") shall otherwise consent in writing, the
      Company shall not directly or indirectly:

                  (a) Restrictions on Debt and Certain Payments. Incur, create,
            assume or suffer to exist any indebtedness that shall be senior to
            or pari passu with (in right of payment) the Notes other than: (i)
            any purchase money obligations incurred by the Company in connection
            with the purchase of property; (ii) all payment obligations of the
            Company pursuant to any capitalized lease entered into by the
            Company; and (iii) all payables incurred by the Company in the
            ordinary course of its business. The Company will not prepay any
            indebtedness or redeem any securities junior to, or pari passu with,
            the Notes.

                  (b) Restrictions on Liens. Create, assume or suffer to exist
            any lien upon any of its property or assets except (i) liens for
            taxes which are not yet due or are being contested in good faith,
            (ii) statutory liens of landlords and liens of carriers,
            warehousemen, mechanics and materialmen incurred in the ordinary
            course of business and (iii) liens made through purchase money
            security interests in the ordinary course of business.

                  (c) Registration and other Rights. Enter into any agreement
            with respect to its securities which is contrary to or inconsistent
            with the rights granted to the holders of Notes in the Registration
            Rights Agreement, this Agreement or the Notes.

      10. Participation and Additional Financing. In the event the Company
offers to sell shares of Common Stock, or securities convertible into or
exercisable for Common Stock, at a price per share less than the Conversion
Price in effect at the time of such proposed sale, other than shares issued
pursuant to employee stock options (the "Offering"), the Purchaser shall have
the right to purchase (the "Purchase Right") in connection with the Offering,
such number of shares of Common Stock as shall equal the product of (a) the
maximum number of shares of Common Stock being offered for sale by the Company
in the Offering and (b) a fraction, the numerator of which is the number of
shares into which the Note held by the Purchaser is convertible and the
denominator of which is the total number of shares of the Company issued and
outstanding at such time (without taking into account the shares of Common Stock
being offered in the Offering). The Company shall give the Purchaser written
notice of the Offering and include therein detailed information concerning the
terms of the Offering, including, but not limited to, the maximum number of
shares being offered in the Offering, the purchase price per share and the
maximum number of shares of Common Stock which the Purchaser has the right to
purchase pursuant to this Section 10. The Purchaser shall then have ten (10)
business days within which to notify the Company in writing of its intention to
exercise such


                                       8
<PAGE>

Purchaser's Purchase Right and the number of shares of Common Stock which
Purchaser intends to purchase (the "Subject Shares") pursuant to the Purchase
Right. If the Purchaser shall fail to provide the Company with such written
notification, the Company shall have no obligation to sell, and the Purchaser
shall have no right to purchase, any shares of Common Stock being sold in the
Offering. If the Purchaser shall notify the Company of its intention to exercise
such Purchaser's Purchase Right, the Company shall sell and the Purchaser shall
purchase the Subject Shares at such date and time as shall be mutually agreed to
by the parties.

      11. Conditions Precedent to the Obligations of the Company. The
obligations of the Company pursuant to this Agreement are subject to the
satisfaction at the Closing of each of the following conditions; provided,
however, that the Company may, in its sole discretion, waive any of such
conditions and proceed with the transactions contemplated hereby.

            11.1 Accuracy of Representations and Warranties. The representations
      and warranties of the Purchaser contained in this Agreement or in any
      document or certificate delivered in connection with the transactions
      contemplated hereby shall be true and correct in all material respects on
      and as of the Closing Date, as if made on and as of the Closing Date.

            11.2 Performance of Agreements. Each Purchaser shall have duly
      executed and delivered this Agreement to the Company and shall have
      performed and complied in all material respects with all covenants,
      obligations and agreements to be performed or complied with by any of them
      on or before the Closing Date pursuant to this Agreement.

      12. Conditions Precedent to the Obligations of the Purchasers. The
obligations of a Purchaser under this Agreement is subject to the satisfaction
at the Closing of each of the following conditions; provided, however, that a
Purchaser may, in such Purchaser's sole discretion, waive any of such conditions
and proceed with the transactions contemplated hereby.

            12.1 Accuracy of Representations and Warranties. The representations
      and warranties of the Company contained in this Agreement or in any
      document or certificate delivered in connection with the transactions
      contemplated hereby shall be true and correct in all material respects on
      and as of the Closing Date, as if made on and as of the Closing Date.

            12.2 Performance of Agreements. The Company shall have duly executed
      and delivered this Agreement and the Registration Rights Agreement and
      shall have performed and complied in all material respects with all
      covenants, obligations and agreements to be performed or complied with by
      it on or before the Closing Date pursuant to this Agreement.

            12.3 Litigation, Material Changes, Defaults, etc. No claim, action,
      suit, proceeding, arbitration or hearing or notice of hearing shall be
      pending (and no action or investigation by any governmental authority
      shall be threatened) which seeks to enjoin, prevent or adversely affect
      the consummation of the transactions contemplated by this Agreement. There
      shall not have been any changes in the business of the Company which have
      or could reasonably be expected to have a material adverse effect on the
      business, operations, properties, assets or condition, financial or
      otherwise, of the Company. There shall exist no defaults under the
      provisions of any instrument evidencing indebtedness of the Company.


                                       9
<PAGE>

            12.4 Officers and Secretary's Certificate. The Purchaser shall have
      received a certificate of the chief executive officer and the chief
      financial officer of the Company, dated the Closing Date, certifying as to
      the fulfillment of the conditions set forth in Sections 11.1, 11.2 and
      11.3 and a certificate of the Company's Secretary certifying copies of the
      Company's Certificate of Incorporation, By-laws and all resolutions
      authorizing the transactions contemplated herein and certifying as to the
      incumbency of officers executing this Agreement and any related document.

            12.5 Good Standing Certificates. The Purchaser shall have received
      (a) "good standing" certificate with respect to the Company from the
      Secretary of State of Delaware stating that the Company is duly
      incorporated and in good standing in Delaware, and (b) a certificate from
      the Secretary of State of New Jersey to the effect that the Company is
      duly qualified to do business in New Jersey as a foreign corporation.

            12.6 Legal Opinion. The Purchaser shall have received an opinion
      from counsel to the Company substantially in the form annexed hereto as
      Exhibit C.

            12.7 Purchase Permitted by Applicable Laws. The purchase of and
      payment for the Notes shall not be prohibited by any applicable law or
      governmental regulation (including without limitation Regulations G, T and
      X of the Board of Governors of the Federal Reserve System) and shall not
      subject the holders of the Notes to any tax, penalty or liability under
      any applicable law or governmental regulation.

      13. General Provisions.

            13.1 Survival of Representations, Warranties, Covenants, and
      Agreements. The representations, warranties, covenants and agreements
      contained in this Agreement shall survive the execution of this Agreement.

            13.2 Notices. All notices, requests, demands and other
      communications which are required to be or may be given under this
      Agreement to any party to any of the other parties shall be in writing and
      shall be deemed to have been duly given when (a) delivered in person, (b)
      the day following dispatch by an overnight courier service (such as
      Federal Express or UPS, etc.) or (c) five (5) days after dispatch by
      certified or registered first class mail, postage prepaid, return receipt
      requested, to the party to whom the same is so given or made. Any notice
      or other communication given hereunder shall be addressed to the Company,
      at its principal offices as set forth above and to the Purchaser at his
      address indicated on the signature page hereto.

            13.3 Counterparts. This Agreement may be executed in two or more
      counterparts, each of which shall be deemed an original and all of which
      together shall constitute one and the same instrument.

            13.4 Headings. All headings are inserted for convenience of
      reference only and shall not affect the meaning or interpretation of any
      such provisions or of this Agreement, taken as an entirety.


                                       10
<PAGE>

            13.5 Severability. If and to the extent that any court of competent
      jurisdiction holds any provision (or any part thereof) of this Agreement
      to be invalid or unenforceable, such holding shall in no way affect the
      validity of the remainder of this Agreement.

            13.6 Changes, Waivers, Etc. Subject to Section 9.11, neither this
      Agreement nor any provision hereof may be changed, waived, discharged or
      terminated orally, but rather may only be changed by a statement in
      writing signed by the party against which enforcement of the change,
      waiver, discharge or termination is sought. It is agreed that a waiver by
      either party of a breach of any provision of this Agreement shall not
      operate, or be construed, as a waiver of any subsequent breach by that
      same party.

            13.7 Governing Law. This Agreement shall be governed by and
      construed in accordance with the laws of the State of New York. The
      parties hereby agree that any dispute which may arise between them arising
      out of or in connection with this Agreement shall be adjudicated before a
      court located in New York City and they hereby submit to the exclusive
      jurisdiction of the courts of the State of New York located in New York,
      New York and of the federal courts in the Southern District of New York
      with respect to any action or legal proceeding commenced by any party, and
      irrevocably waive any objection they now or hereafter may have respecting
      the venue of any such action or proceeding brought in such a court or
      respecting the fact that such court is an inconvenient forum, relating to
      or arising out of this Agreement or any acts or omissions relating to the
      sale of the securities hereunder, and consent to the service of process in
      any such action or legal proceeding by means of registered or certified
      mail, return receipt requested, in care of the address set forth below or
      such other address as the undersigned shall furnish in writing to the
      other.

            13.8 Binding Effects. This Agreement shall be binding upon and inure
      to the benefit of the parties hereto and their respective successors,
      legal representatives and assigns.

            13.9 Entire Agreement. This Agreement sets forth the entire
      agreement and understanding between the parties as to the subject mater
      thereof and incorporates and supersedes all prior discussions, agreements
      and understandings of any and every nature among them.

            13.10 Further Assurances. The parties agree to execute and deliver
      all such further documents, agreements and instruments and take such other
      and further action as may be necessary or appropriate to carry out the
      purposes and intent of this Agreement.

            13.11. Waivers and Amendments. With the written consent of the
      Requisite Majority, the obligations of the Company under this Agreement
      may be waived (either generally or in a particular instance and either
      retroactively or prospectively), and with the same consent the Company may
      enter into a supplementary agreement for the purpose of adding any
      provisions to this Agreement or to any supplemental agreement or modifying
      in any manner the rights and obligations of the holders of the Notes and
      of the Company; provided, however, that no such waiver or supplemental
      agreement shall reduce the aforesaid percentage of holders of the Notes
      who are required to consent to any waiver or supplemental agreement
      without the consent of all of the holders of the Notes. Notwithstanding
      anything to the contrary above, the payment of interest, time of payment
      of interest, the interest rate payable, payment of principal and time of
      payment of principal on the Notes may not be


                                       11
<PAGE>

      changed without the written consent of holders then holding at least 80%
      of the outstanding principal amount of the Notes, and this provision may
      not be waived or amended without the written consent of holders then
      holding at least 80% of the outstanding principal amount of the Notes.
      Written notice of any such waiver, consent or agreement of amendment,
      modification or supplement shall be given by the Company to holders of the
      Notes who have not previously consented thereto in writing.

            13.12. Expenses. Each party hereto shall pay all of its own fees and
      expenses in connection with the transactions contemplated hereby;
      provided, however, the Company shall pay the legal fees incurred by
      Purchasers to Willkie Farr & Gallagher in connection with the transactions
      contemplated hereby to the extent such legal fees do not exceed $15,000 in
      the aggregate, plus the disbursements of such legal counsel.


                                       12
<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

PURCHASER:


- -----------------------------------

Social Security or Taxpayer
Identification Number of Purchaser

Principal Amount of Notes Being Subscribed For          Purchase Price

                                        MILESTONE SCIENTIFIC INC.


                                        By:_____________________________________
                                             Leonard Osser, Chairman, and
                                             Chief Executive Officer


                                       13
<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

PURCHASER:


- -----------------------------------
      K. TUCKER ANDERSEN

c/o Cumberland Associates LLC
1114 Avenue of the Americas
New York, NY 10036

###-##-####
Social Security or Taxpayer
Identification Number of Purchaser

$250,000                                                $250,000
Principal Amount of Notes Being Subscribed For          Purchase Price

                                        MILESTONE SCIENTIFIC INC.


                                        By:_____________________________________
                                             Leonard Osser, Chairman, and
                                             Chief Executive Officer


                                       14
<PAGE>

      transactions contemplated hereby to the extent such legal fees do not
      exceed $15,000 in the aggregate, plus the disbursements of such legal
      counsel.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

PURCHASER:

STRATEGIC RESTRUCTURING PARTNERSHIP LP


By:________________________________

1114 Avenue of the Americas
New York, NY 10036


- -----------------------------------
Social Security or Taxpayer
Identification Number of Purchaser

$250,000                                                $250,000
Principal Amount of Notes Being Subscribed For          Purchase Price

                                        MILESTONE SCIENTIFIC INC.


                                        By:____________________________________
                                             Leonard Osser, Chairman, and
                                             Chief Executive Officer


                                       12
<PAGE>

      transactions contemplated hereby to the extent such legal fees do not
      exceed $15,000 in the aggregate, plus the disbursements of such legal
      counsel.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

PURCHASER:


CUMBERLAND PARTNERS
by Cumberland Associates LLC, as its investment advisor


By:________________________________

c/o Cumberland Associates LLC
1114 Avenue of the Americas
New York, NY 10036

13-6319596
Social Security or Taxpayer
Identification Number of Purchaser

$1,150,000                                              $1,150,000
Principal Amount of Notes Being Subscribed For          Purchase Price

                                        MILESTONE SCIENTIFIC INC.

                                        By:_____________________________________
                                             Leonard Osser, Chairman, and
                                             Chief Executive Officer


                                       12
<PAGE>

      transactions contemplated hereby to the extent such legal fees do not
      exceed $15,000 in the aggregate, plus the disbursements of such legal
      counsel.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

PURCHASER:

LONGVIEW PARTNERS
by Cumberland Associates LLC, as its investment advisor


By:________________________________

c/o Cumberland Associates LLC
1114 Avenue of the Americas
New York, NY 10036

13-3410543
Social Security or Taxpayer
Identification Number of Purchaser

$125,000                                                $125, 000
Principal Amount of Notes Being Subscribed For          Purchase Price

                                        MILESTONE SCIENTIFIC INC.

                                        By:_____________________________________
                                              Leonard Osser, Chairman, and
                                              Chief Executive Officer


                                       12
<PAGE>

      transactions contemplated hereby to the extent such legal fees do not
      exceed $15,000 in the aggregate, plus the disbursements of such legal
      counsel.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

PURCHASER:

LONGVIEW PARTNERS B, L.P.
by Cumberland Associates LLC, as its investment advisor


By: _______________________________

c/o Cumberland Associates LLC
1114 Avenue of the Americas
New York, NY 10036

13-3911087
Social Security or Taxpayer
Identification Number of Purchaser

$165,000                                                $165,000
Principal Amount of Notes Being Subscribed For          Purchase Price

                                        MILESTONE SCIENTIFIC INC.

                                        By:_____________________________________
                                             Leonard Osser, Chairman, and
                                             Chief Executive Officer


                                       12
<PAGE>

      transactions contemplated hereby to the extent such legal fees do not
      exceed $15,000 in the aggregate, plus the disbursements of such legal
      counsel.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

PURCHASER:

LONGVIEW PARTNERS C, L.P.
by Cumberland Associates LLC, as its investment advisor


By: _______________________________

c/o Cumberland Associates LLC
1114 Avenue of the Americas
New York, NY 10036

13-3970907
Social Security or Taxpayer
Identification Number of Purchaser

$60,000                                                 $60,000
Principal Amount of Notes Being Subscribed For          Purchase Price

                                          MILESTONE SCIENTIFIC INC.


                                          By: __________________________________
                                                Leonard Osser, Chairman, and
                                                Chief Executive Officer


                                       12
<PAGE>

      transactions contemplated hereby to the extent such legal fees do not
      exceed $15,000 in the aggregate, plus the disbursements of such legal
      counsel.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

PURCHASER:


___________________________________
LEONARD OSSER

Milestone Scientific Inc.
220 South Orange Avenue
Livingston, New Jersey 07039

###-##-####
Social Security or Taxpayer
Identification Number of Purchaser

$250,000                                                $250,000
Principal Amount of Notes Being Subscribed For          Purchase Price

                                        MILESTONE SCIENTIFIC INC.


                                        By:_____________________________________
                                              Leonard Osser, Chairman, and
                                              Chief Executive Officer


                                       12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>CONVERTIBLE PROMISSORY NOTE
<TEXT>


                                   Exhibit 4.3

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL (I) A REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") SHALL HAVE BECOME EFFECTIVE
WITH RESPECT THERETO OR (II) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE
ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN
VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED
UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE.

THIS NOTE IS SUBJECT TO THE TERMS OF A PURCHASE AGREEMENT, DATED AS OF MARCH 2,
1999, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICES OF MILESTONE
SCIENTIFIC INC.

                            MILESTONE SCIENTIFIC INC.
                      3% SENIOR CONVERTIBLE PROMISSORY NOTE

$______________________                                            March 2, 1999
                                                          Livingston, New Jersey

            FOR VALUE RECEIVED, MILESTONE SCIENTIFIC INC., a Delaware
corporation (the "Company" or "Maker") with its principal executive office at
220 South Orange Avenue, Livingston, New Jersey 07039, promises to pay to
______________________ (the "Payee" or the "holder of this Note"), having an
address at _________________________, or registered assigns, the principal
amount of _______________________ DOLLARS ($__________), in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, or such other form as
shall be acceptable by the Payee in its sole and absolute discretion together
with interest as set forth in Section 1 of this Note at such times and in such
amounts as set forth in Section 2 of this Note, at Payee's address designated
above or at such other place as the Payee shall have notified the Company in
writing at least five (5) days before such payment is due.

            This Note is one of a series of similar notes (collectively referred
to as the "Notes") issued pursuant to a Purchase Agreement between the Company
and Payee, dated as of March 2, 1999 (the "Agreement"), a copy of which is
available for inspection at the Company's principal office. This Note is
entitled to the benefit of certain terms, conditions, covenants and agreements
contained in the Agreement. Unless otherwise specifically provided herein to the
contrary, capitalized terms used herein shall have the same meaning ascribed to
such terms in the Agreement.

<PAGE>

      1. Interest.

            A. Except as otherwise provided in Paragraph B of this Section 1,
interest on the principal amount hereof shall accrue at the rate of 3% per annum
(the "Basic Rate") from the date hereof until paid in full. Interest shall be
payable semiannually in arrears on March 15 and September 15 of each year
commencing September 15, 1999 (each such date, an "Interest Payment Date").

            B. (a) If an Event of Default (as defined in the Agreement) shall
have occurred and shall continue while this Note is outstanding, interest on the
unpaid principal balance of this Note shall accrue at a rate equal to the lesser
of (i) 3% over the interest rate otherwise then in effect or (ii) the maximum
rate permitted by law (such rate is hereinafter referred to as the "Default
Rate").

                  (b) In the event a registration statement covering the shares
of the Company's Common Stock (as defined below) into which this Note is
convertible pursuant to the terms hereof and any such shares that may be issued
as payment of interest due on this Note (collectively, the "Registerable
Securities") is not effective on or before June 15, 1999, in accordance with the
terms of a Registration Rights Agreement between the Company and the Payee,
dated as of March 2, 1999, interest on the principal amount hereof shall accrue
at the rate of 10% per annum from such date until the earlier of (x) the
effective date of a registration statement covering the Registerable Securities
or (y) the date on which the Registerable Securities are salable pursuant to
Rule 144 promulgated under the Securities Act of 1933, as amended, during a
period of not more than 90 days.

            C. Interest as aforesaid shall be calculated on the basis of actual
number of days elapsed over a year of 360 days.

            D. At the option of the Company, interest shall be payable either in
cash or in shares of the Company's common stock, par value $.001 per share (the
"Common Stock"), valued at the average closing bid price per share of Common
Stock for the five trading days ending the day prior to the Interest Payment
Date.

      2. Principal. The entire outstanding principal amount of this Note shall
be due and payable on the Maturity Date (as defined below).

      3. Maturity. This Note shall mature, and the entire principal amount
hereof and all accrued but unpaid interest thereon, shall be due in full on
March 15, 2003 (the "Maturity Date").

      4. Conversion.


                                       2
<PAGE>

            A. Conversion. At the option of the holder of this Note, the
principal amount of this Note shall be converted into shares of Common Stock as
set forth in this Section 4 (the "Conversion Right").

            B. Conversion Price. The price per share at which the Notes shall be
converted into shares of Common Stock (the "Conversion Price") shall be as
follows:

   If the Conversion Right is exercised before
                    March 17                             Conversion Price
                      2000                                    $2.50
                      2001                                    $3.00
                      2002                                    $5.00
                      2003                                    $6.00

            C. Adjustment of Conversion Price.

                  (i) In case the Company shall pay or make a dividend or other
distribution on any class or series of capital stock of the Company in Common
Stock, the Conversion Price in effect at the opening of business on the day
following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be reduced by multiplying such
Conversion Price by a fraction the numerator of which shall be the number of
shares of Common Stock outstanding on a fully diluted basis at the close of
business on the date fixed for such determination, and the denominator of which
shall be the sum of such number of shares and the total number of shares
constituting such dividend or other distribution, such reduction to become
effective immediately after the opening of business on the day following the
date fixed for such determination. For the purposes of this paragraph (i), the
number of shares of Common Stock at any time outstanding shall not include
shares issuable in respect of scrip certificates issued in lieu of fractions of
shares of Common Stock. The Company shall not pay any dividend or make any
distribution on shares of Common Stock held in the treasury of the Company.

                  (ii) If the outstanding shares of Common Stock are subdivided
into a greater number of shares of Common Stock, the Conversion Price in effect
at the opening of business on the day following the day upon which such
subdivision becomes effective shall be proportionately reduced, and, conversely,
in case outstanding shares of Common Stock shall each be combined into a smaller
number of shares of Common Stock, the Conversion Price in effect at the opening
of business on the day following the day upon which such combination becomes
effective shall be proportionately increased, such reduction or increase, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision or combination becomes
effective.

                  (iii) In the event of any reclassification of the shares of
Common Stock into securities including securities other than Common Stock (other
than any reclassification upon a consolidation or merger to which Section 4D
applies) lawful and adequate provisions shall be made so that Payee shall
thereafter have the right to receive upon


                                       3
<PAGE>

the basis and upon the terms and conditions specified herein and in lieu of the
shares of Common Stock of the Company immediately theretofore receivable upon
the exercise of the Conversion Right, such securities as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
Common Stock equal to the number of shares of Common Stock had Payee exercised
the Conversion Right immediately prior to such reclassification.

                  (iv) The Company may make such reductions in the Conversion
Price, in addition to those required by paragraphs (i), (ii) and (iii) of this
Section 4C, as it considers to be advisable in order that any event treated for
Federal income tax purposes as a dividend of stock or stock rights shall not be
taxable to the recipients.

                  (v) No adjustment in the Conversion Price shall be required
unless such adjustment would require an increase or decrease of at least 1% in
the Conversion Price; provided, however, that any adjustments which by reason of
this paragraph (v) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations shall be made
to the nearest cent or to the nearest one thousandth of a share, as the case may
be.

            D. Provisions in Case of Consolidation, Merger or Sale of Assets. In
case of any consolidation of the Company with, or merger of the Company into,
any other person, any merger of another person into the Company (other than a
merger which does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock of the Company) or any sale
or transfer of all or substantially all of the assets of the Company, the entity
formed by such consolidation or resulting from such merger or which acquires
such assets, or the Company if the Company is the survivor of the merger, as the
case may be, shall execute and deliver to the holder of this Note a replacement
note providing that such replacement note shall be convertible as specified
herein, to convert such note only into the kind and amount of securities, cash
and other property receivable upon such consolidation, merger, sale or transfer
by a holder of the number of shares of Common Stock into which this Note was
convertible immediately prior to such consolidation, merger, sale or transfer,
assuming the holder of Common Stock of the Company (i) is not a person with
which the Company consolidated or into which the Company merged or which merged
into the Company or to which such sale or transfer was made, as the case may be
("Constituent Person"), or an affiliate of a Constituent Person and (ii) failed
to exercise his rights or election, if any, as to the kind or amounts of
securities, cash and other property receivable upon such consolidation, merger,
sale or transfer (provided that if the kind or amount of securities, cash and
other property receivable upon such consolidation, merger, sale or transfer is
not the same for each share of Common Stock of the Company held immediately
prior to such consolidation, merger, sale or transfer by persons other than a
Constituent Person or an affiliate thereof and in respect of which such rights
of election shall not have been exercised ("Non-electing Share"), then for the
purpose of this Section 4D the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, sale or transfer by each
non-electing share shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing


                                       4
<PAGE>

shares). Such replacement note shall provide for adjustments which, for events
subsequent to the date of such replacement note, shall be as nearly equivalent
as may be practicable to the adjustments provided for in this Section 4. The
provision of this Section 4D shall similarly apply to successive consolidations,
mergers, sales or transfers.

            E. Conversion Procedure. To exercise the Conversion Right, the
holder of this Note must (a) notify the Company in writing of its desire to
exercise the Conversion Right, (b) surrender the Note to the Company, (c)
furnish appropriate endorsements or transfer documents if required by the
Company and (d) pay any transfer or similar tax, if required. The date on which
all of the foregoing requirements are satisfied is the "Conversion Date". As
soon as practicable after the Conversion Date, the Company shall deliver to the
holder of this Note a certificate for the number of whole shares of Common Stock
issuable upon the conversion and a check in lieu of any fractional share (in an
amount determined in accordance with Section 4F hereof) and in payment of any
accrued but unpaid interest thereon (subject to its right to pay interest with
shares of its Common Stock as set forth in Section 1D hereof). The person in
whose name the certificate is registered shall become the shareholder of record
on the Conversion Date and, as of such date, such person's rights as a holder of
this Note shall cease. A holder of this Note may convert the principal amount
hereof in whole or in part.

            F. Fractional Shares. The Company will not issue fractional shares
of Common Stock upon conversion of a Note. In lieu thereof, the Company will pay
an amount in cash based upon the Conversion Price.

            G. Taxes on Conversion. The issuance of certificates for shares of
Common Stock upon the conversion of this Note shall be made without charge to
the holders for such certificates or any tax in respect of the issuance of such
certificates, and such certificates shall be issued in the respective names of,
or in such names as may be directed by, such holders; provided, however, that in
the event that certificates for shares of Common Stock are to be issued in a
name other than the name of the holder of this Note, this Note when surrendered
for conversion, shall be accompanied by an instrument of transfer, in form
satisfactory to the Company, duly executed by such holder or his duly authorized
attorney; and provided further, however, that the Company shall not be required
to pay any tax which may be payable in respect of any transfer involved in the
issuance and delivery of any such certificates in a name other than that of the
holder of this Note, and the Company shall not be required to issue or deliver
such certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid or is
not applicable.

            H. Company to Provide Stock. All shares of Common Stock that may be
issued upon exercise of the Conversion Right, or as payment of interest due on
this Note, shall be, at the time of issuance, duly authorized, validly issued,
fully paid and non-assessable when so issued. The Company agrees to take any and
all actions that may be necessary to ensure

                                       5
<PAGE>

that it has a sufficient number of
shares of Common Stock to issue upon exercise of the Conversion Right.

      5. Security. This Note is an unsecured obligation of the Company.

      6. Redemption. The Company shall have the right to redeem this Note in
full at any time after March 2, 2001 upon 20 days prior written notice to the
holder of this Note (the "Redemption Notice"). The date on which the redemption
is to occur is hereafter referred to as the Redemption Date. On the Redemption
Date, the holder of this Note shall deliver the Note, marked "Cancelled", to the
Company and the Company shall repay the entire principal balance of this Note
and the accrued but unpaid interest thereon (subject to its right to pay
interest with shares of its Common Stock as set forth in Section 1D hereof).
Except as otherwise set forth in this Section 6, this Note shall not be
prepayable in whole or in part.

      7. Priority. The payment of the entire principal amount of this Note, and
the accrued but unpaid interest hereon, shall be senior in right of payment to
all other indebtedness of the Company whether incurred prior or subsequent to
the date hereof other than (i) any purchase money obligations incurred by the
Company in connection with the purchase of property, (ii) all payment
obligations of the Company pursuant to any capitalized lease entered into by the
Company and (iii) all payables incurred by the Company in the ordinary course of
its business.

      8. Events of Default and Remedies.

            A. Events of Default. Each of the following events is herein
referred to as an Event of Default:

                  (i) if any representation or warranty made herein, or in the
Agreement, or in any report, certificate, financial statement or other
instrument furnished in connection with this Note or the Agreement, shall be
false, inaccurate or misleading in any material respect when made or when deemed
made hereunder;

                  (ii) any default in the payment of any principal or interest
hereunder when the same shall be due and payable, whether at the due date
thereof or by acceleration or otherwise;

                  (iii) any material default in the due observance or
performance of any other covenant, condition or agreement to be observed or
performed pursuant to the terms hereof or the Agreement, and the continuance of
such default unremedied for a period of twenty (20) days after written notice
thereof to the Company setting forth in reasonable detail the circumstances of
such Event of Default;

                  (iv) if the Company shall: (A) apply for or consent to the
appointment of a receiver, trustee, custodian or liquidator of it or any of its
properties, (B) admit in writing its inability to pay its debts as they mature,
(C) make a general assignment for the benefit of


                                       6
<PAGE>

creditors, (D) be adjudicated a bankrupt or insolvent or be the subject of an
order for relief under Title 11 of the United States Code, or (E) file a
voluntary petition in bankruptcy, or a petition or an answer seeking
reorganization or an arrangement with creditors or to take advantage or any
bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or
liquidation law or statute, or an answer admitting the material allegations of a
petition filed against him or it in any proceeding under any such law, or (vi)
take or permit to be taken any action in furtherance of or for the purpose of
effecting any of the foregoing;

                  (v) if any order, judgment or decree shall be entered, without
the application, approval or consent of the Company, by any court of competent
jurisdiction, approving a petition seeking reorganization of the Company, or
appointing a receiver, trustee, custodian or liquidator of any of the Company,
or of all or any substantial part of its assets, and such order, judgment or
decree shall continue unstayed and in effect for any period of sixty (60)
consecutive days;

                  (vi) there shall be a default (taking into account lapse of
notice, written notice to the Company or both) under any bond, debenture, note
or other evidence of indebtedness for money borrowed or under any mortgage,
indenture or other instrument under which there may be issued or by which there
may be secured or evidenced any indebtedness for money borrowed by the Company,
whether existing on the date hereof or created subsequent to the date hereof,
which default relates to the obligation to pay the principal of or interest on
any such indebtedness and the effect of such default is to cause such
indebtedness to become due prior to its stated maturity; or

                  (vii) if final judgment(s) for the payment of money in excess
of $200,000 individually or $250,000 in the aggregate shall be rendered against
the Company, and the same shall remain undischarged or unbonded for a period of
thirty (30) consecutive days, during which execution shall not be effectively
stayed.

            B. Remedies. Upon the occurrence of any Event of Default, and at all
times thereafter during the continuance thereof: (i) this Note shall, at the
option of the holder thereof, in accordance with Section 13.11 of the Agreement
(except in the case of Sections 8(A)(iv) and (v) hereof, the occurrence of which
shall automatically effect acceleration, regardless of any action or forbearance
in respect of any prior or ongoing default or event of default which may be
inconsistent with such automatic acceleration), become immediately due and
payable, both as to principal, interest and premium, without presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived,
anything contained herein or in the Agreement to the contrary notwithstanding,
(ii) all outstanding obligations under this Note, and all other outstanding
obligations on which the applicable interest rate is determined by reference to
the interest rate under this Note, shall bear interest at the default rate of
interest provided herein, (iii) the holder of this Note may file suit against
the Company on the Note and/or seek specific performance or injunctive relief
hereunder (whether or not a remedy exists at law or is adequate), (iv) the
holder of this Note shall have the right, in accordance with this Note to
exercise any and all remedies as such holder may determine in such holder's
discretion (without any requirement of marshalling of assets, or other such
requirement).


                                       7
<PAGE>

      9. Miscellaneous.

            A. Parties in Interest. All covenants, agreements and undertakings
in this Note binding upon the Company or the Payee shall bind and inure to the
benefit of the permitted successors and assigns of the Company and the Payee,
respectively, whether so expressed or not. Any transferee or transferees of this
Note, by their acceptance hereof, assume the obligations of the Payee in the
Agreement with respect to the conditions and procedures for transfer of this
Note.

            B. Notices. All notices, requests, consents and demands shall be
given or made, and shall become effective, in accordance with the Agreement
executed by the Payee and the Company.

            C. Construction. This Note shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York and any applicable laws of the United States of America,
without giving effect to the conflicts or choice of law principles thereof.

            D. Enforceability. Maker acknowledges that this Note and Maker's
obligations hereunder are and shall at all times continue to be absolute and
unconditional in all respects, and shall at all times be valid and enforceable
irrespective of any other agreements or circumstances of any nature whatsoever
which might otherwise constitute a defense to this Note and the obligations of
Maker evidenced hereby, unless otherwise expressly evidenced in a writing duly
executed by the holder hereof.

            E. Payment. If the date for any payment due hereunder would
otherwise fall on a day which is not a Business Day, such payment or expiration
date shall be extended to the next following Business Day with interest payable
at the applicable rate specified herein during such extension. "Business Day"
shall mean any day other than a Saturday, Sunday, or any day which shall be in
the City of New York a legal holiday or a day on which banking institutions are
authorized by law to close.

            F. Waiver and Set-off. Maker hereby waives diligence, presentment,
demand, protest and notice of any kind whatsoever. The nonexercise by Payee of
any of its rights hereunder in any particular instance shall not constitute a
waiver thereof in that or any subsequent instance. The Payee, in addition to any
other right available to it under applicable law, shall have the right, at its
option, to immediately set off against this Note any monies owed by the Payee in
any capacity to Maker, whether or not due, upon the occurrence of any Event of
Default, even though such charge is made or entered on the books of Payee
subsequent to those events.

            G. Lost Documents. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Note or
any Note exchanged for it, and (i) in the case of loss, theft or destruction, of
indemnity satisfactory to it and (ii) in the case of


                                       8
<PAGE>

mutilation, of surrender for cancellation of such Note, and, in any case, upon
reimbursement to the Company of all reasonable expenses incidental thereto, the
Company will make and deliver in lieu of such Note a new Note of like tenor and
principal amount and dated as of the original date of this Note.


                                       9
<PAGE>

      IN WITNESS WHEREOF, this Note has been executed and delivered on the date
specified above by the duly authorized representative of the Company.

                                        MILESTONE SCIENTIFIC INC.


                                        By:_____________________________________
                                             Leonard Osser, Chairman and
                                             Chief Executive Officer


                                       10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>


                                   Exhibit 4.4

                          REGISTRATION RIGHTS AGREEMENT

      REGISTRATION RIGHTS AGREEMENT ("Agreement") made as of the 2nd day of
March, 1999 by and between Milestone Scientific Inc., a Delaware corporation
(the "Company"), and the persons listed on Schedule A hereto (each a "Purchaser"
and, collectively, the "Purchasers").

                              W I T N E S S E T H:

      WHEREAS, the Company and each Purchaser has entered into a Purchase
Agreement, dated as of March 2, 1999 (the "Purchase Agreement") pursuant to
which the Purchaser purchased from the Company and the Company sold to the
Purchaser the Company's 3% Senior Convertible Notes due March 15, 2003 (the
"Notes"); and

      WHEREAS, in connection with the Purchase Agreement, the Company has agreed
to enter into this Registration Rights Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

      1. Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:

      "Commission" shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the
"Securities Act" (as defined herein).

      "Common Stock" shall mean the Common Stock, $.001 par value per share, of
the Company, as constituted as of the date of this Agreement.

      "Exchange Act" shall mean the United States Securities Exchange Act of
1934, as amended, or any similar federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the time.

      "Notes" means the Company's 3% Senior Convertible Notes due March 15, 2003
sold by the Company pursuant to Purchase Agreement.

      "Registration Expenses" shall mean the expenses so described in Section 4.

      "Registerable Securities" shall mean the shares of the Company's Common
Stock into which the Notes are convertible and any such shares that may be
issued as payment of interest due on the Notes.

      "Securities Act" shall mean the United States Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

<PAGE>

      "Selling Expenses" shall mean the expenses so described in Section 5.

      2. Registration. The Company will use its reasonable best efforts (subject
to the provisions of this Agreement) to file with the Commission no later than
April 15, 1999, a registration statement under the Securities Act and any
applicable state securities laws registering for reoffer and resale the
Registerable Securities. If the Registration Statement has not become effective
by June 15, 1999, the interest rate payable on the Notes shall be automatically
increased from 3% to 10%, per annum, and shall remain at such higher level for
such period of time during which the Registerable Securities are not covered by
a registration statement or salable pursuant to Rule 144 or any successor
provision thereto during a period of not more than 90 days.

      3. Registration Procedures. The Company will, as expeditiously as
possible:

      (a) prepare and file with the Commission a registration statement with
respect to such securities (on such applicable form as the Company may in its
sole discretion elect to use) and use its reasonable best efforts to cause such
registration statement to become and remain effective for the period of the
distribution contemplated thereby, determined as hereinafter provided;

      (b) prepare and file with the Commission such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective for the period
specified in subsection (a) above and comply with the provisions of the
Securities Act with respect to the disposition of all Registerable Securities
covered by such registration statement in accordance with Purchasers' intended
method of disposition set forth in such registration statement for such period;

      (c) notify the Purchasers of the filing and effectiveness of the
registration statement and any amendments thereto and furnish to Purchasers such
number of copies of the registration statement and the prospectus included
therein, including each preliminary prospectus or any amendments or supplement
thereto, as Purchasers reasonably may request in order to facilitate the public
sale or other disposition of the Registerable Securities covered by such
registration statement;

      (d) use its reasonable best efforts to register or qualify the
Registerable Securities covered by such registration statement under the
securities or "blue sky" laws of such jurisdictions as Purchasers reasonably
shall request; provided, however, that the Company shall not for any such
purpose be required to qualify generally to transact business as a foreign
corporation in any jurisdiction where it is not so qualified or to consent to
general service of process in any such jurisdiction;

      (e) immediately notify Purchasers at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening
of any event of which the Company has knowledge as a result of which the
prospectus contained in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing;

      (f) use its reasonable best efforts to include or list, as the case may
be, the Registerable Securities being registered on the automated quotation
system of the National Association of Securities


                                       2
<PAGE>

Dealers, Inc. or the principal securities exchange on which Common Stock of the
Company is then quoted or listed;

      (g) afford Purchasers and its representative, if any, an opportunity to
make such examination and inquiry into the financial position, business and
affairs of the Company and its subsidiaries as Purchasers or their counsel may
reasonably deem necessary to satisfy Purchasers and their counsel as to the
accuracy and completeness of the registration statement; and

      (h) use reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of the registration statement (which in no event
shall require the Company to commence any judicial proceeding) and shall notify
Purchasers regarding any such order.

      For purposes of Sections 3(a) and 3(b) above, the period of distribution
of Registerable Securities shall be deemed to extend until the earlier of (i)
the sale of all Registerable Securities covered by the registration statement or
(ii) the date on which all of the Notes have been converted into Registerable
Securities and all such Registerable Securities held by each Purchaser becomes
salable under Rule 144 during a period of not more than 90 days.

      In connection with registration hereunder, Purchasers will furnish to the
Company in writing such information with respect to itself and the proposed
distribution by it as shall be reasonably necessary in order to assure
compliance with federal and applicable state securities laws.

      4. Expenses. All expenses incurred by the Company in complying with
Section 2 hereof, including without limitation, all registration, qualification
and filing fees, printing expenses, fees and disbursements of counsel for the
Purchaser (except as otherwise included in the term "Selling Expenses" below),
counsel for the Company and independent public accountants for the Company, fees
and expenses, including counsel fees, incurred in connection with complying with
state securities or "blue sky" laws, fees of the National Association of
Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars
and costs of insurance are called "Registration Expenses." All selling
commissions applicable to the sale of Registerable Securities and, to the extent
of any amount in excess of $15,000 incurred in connection with this Agreement or
the Purchase Agreement, any fees payable to Willkie Farr & Gallagher, are called
"Selling Expenses."

      The Company will pay all Registration Expenses in connection with the
registration statement. All Selling Expenses shall be borne by Purchasers.

      5. Rule 144 Reporting. With a view to making available to Purchasers the
benefits of certain rules and regulations of the Commission which may permit the
sale of the Registerable Securities without registration, the Company agrees to:

      (a) make and keep public information available, as those terms are used
and defined in Commission Rule 144;

      (b) use its reasonable best efforts to file with the Commission in a
timely manner all reports and other documents required by the Company under the
Exchange Act; and


                                       3
<PAGE>

      (c) furnish to each Purchaser upon request a written statement as to its
compliance with the reporting requirements under the Securities Act, the
Exchange Act, Rule 144, as such rule may be amended, and any other similar rule
that is adopted in the future.

      6. Indemnification and Contribution.

      (a) In the event of a registration of any of the Registerable Securities
under the Securities Act pursuant to Section 2 above, the Company will indemnify
and hold harmless Purchasers, and each other person, if any, who controls a
Purchaser within the meaning of the Securities Act, against any losses, claims,
damages, liabilities or expenses, joint or several, to which Purchasers or such
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages, liabilities or expenses, or actions in
respect thereof, arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such Registerable Securities was registered under the Securities Act
pursuant to Section 2 above, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereof, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading or any violation by the Company of the Securities Act or any rule or
regulation promulgated thereunder, and will reimburse Purchasers, and each such
controlling person, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability, action or expense; provided, however, that the Company will not be
liable in any such case if and to the extent that any such loss, claim, damage,
liability or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity
with information, pertaining to Purchasers, as such, furnished in writing by
Purchasers specifically for use in such registration statement or prospectus.

      (b) In the event of a registration of any of the Registerable Securities
under the Securities Act pursuant to Section 2 above, each Purchaser shall
indemnify and hold harmless the Company, each person, if any, who controls the
Company within the meaning of the Securities Act, each officer of the Company
who signs the registration statement and each director of the Company, against
all losses, claims, damages or liabilities, joint or several, to which the
Company or such officer, director, or controlling person may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities, or actions in respect thereof, arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in the registration statement under which such Registerable Securities was
registered under the Securities Act pursuant to Section 2 above, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse the Company and each
such officer, director, and controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action, provided, however, that a
Purchaser shall be liable hereunder in any such case if and only to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with information pertaining to such
Purchaser, as such, furnished in writing to the Company by such Purchaser
specifically for use in such registration statement or prospectus; and provided
further, however, that the liability of such Purchaser hereunder shall be
limited to the proportion of any such loss, claim, damage, liability or expense
which is equal to the


                                       4
<PAGE>

proportion that the public offering price of the Registerable Securities sold by
such Purchaser under such registration statement bears to the total public
offering price of all securities sold thereunder, but not in any event to exceed
the proceeds received by such Purchaser from the sale of Registerable Securities
covered by such registration statement.

      (c) Promptly after receipt by a party indemnified hereunder of notice of
the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party hereunder, notify
the indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
such indemnified party other than under this Section 6 and shall only relieve it
from any liability which it may have to such indemnified party under this
Section 6 if and to the extent the indemnifying party is prejudiced by such
omission. In case any such action shall be brought against any indemnified party
and it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 6 for any legal expense subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided,
however, that if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be reasonable defenses available to it which are
different from or additional to those available to the indemnifying party or if
the interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying party, the indemnified parties shall have the
right to select one separate counsel and to assume such legal defenses and
otherwise to participate in the defense of such action, with the expenses and
fees of such separate counsel and other expenses related to such participation
to be reimbursed by the indemnifying party as incurred. No indemnifying party,
in the defense of any such claim or litigation shall, except with the consent of
the indemnified party, consent to the entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
claimant or plaintiff to such indemnified party as a release from all liability
in respect of such claim or litigation.

      (d) In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) a Purchaser,
exercising its rights under this Agreement, or any controlling person of such
Purchaser, makes a claim for indemnification pursuant to this Section 6 but it
is judicially determined, by the entry of a final judgment or decree by a court
of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal, that such indemnification may not be enforced in such
case, the fact that this Section 6 provides for indemnification in such case
notwithstanding, or (ii) contribution under the Securities Act may be required
on the part of a Purchaser or any controlling person with respect to such
Purchaser in circumstances for which indemnification is provided under this
Section 6, then and in each such case, the Company and such Purchaser will
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject, after contribution from others, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party, on the one
hand, and the indemnified party on the other in connection with the statements
or omissions which resulted in such losss, claim, damage or liability, as well
as any other equitable considerations. Relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or omission to state a material fact relates to the
information supplied by the indemnifying party or the indemnified


                                       5
<PAGE>

party and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided, however,
that in any such case, (x) such Purchaser will not be required to contribute any
amount in excess of the public offering price of all such Registerable
Securities offered by it pursuant to such registration statement; and (y) no
person or entity guilty of fraudulent misrepresentation, within the meaning of
Section 11(f) of the Securities Act, will be entitled to contribution from any
person or entity who was not guilty of such fraudulent misrepresentation.

      7. Changes in Common Stock. If, and as often as, there is any change in
the Common Stock by way of a stock split, stock dividend, combination or
reclassification, or through a merger, consolidation, reorganization or
recapitalization where the Company is the surviving entity, appropriate
adjustment shall be made in the provisions hereof so that the rights and
privileges granted hereby to Purchasers shall continue with respect to the
Common Stock as so changed.

      8. Miscellaneous.

      (a) The rights granted to Purchasers hereunder may not be assigned to any
other person, except to transferees of the Notes.

      (b) Except as otherwise expressly provided herein, any notice required or
desired to be served, given or delivered hereunder shall be in writing, and
shall be deemed to have been validly served, given or delivered upon the earlier
of (i) personal delivery to the address set forth below, or (ii) in the case of
notice by Federal Express or other reputable overnight courier service, two (2)
business days after delivery to such courier service, addressed to the party to
be notified as follows:

      if to the Company or to a Purchaser, at the address of such party set
      forth in the Purchase Agreement.

      (c) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to conflict-of-laws principles
which would require the application of the laws of another jurisdiction.

      (d) This Agreement may not be amended or modified, and no provision hereof
may be waived, without the written consent of the Company and all of the
Purchasers.

      (e) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


                                       6
<PAGE>

      (f) The provisions of Section 2 above to the contrary notwithstanding, the
Company's obligation to file a registration statement, or cause such
registration statement to become and remain effective, shall be suspended for a
period not to exceed 30 days in any 12-month period if there exists at the time
material non-public information relating to the Company which, in the reasonable
opinion of the Company, based on the advice of counsel, should not be disclosed.

      (g) If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of this Agreement, and
this Agreement shall be carried out as if any such illegal, invalid or
unenforceable provision were not contained herein.

      (h) As used in this Agreement, the masculine, feminine or neutral gender
and the singular or plural number shall be deemed to include the others whenever
the context so indicates or requires.

      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by a duly authorized officer, and each Purchaser has duly executed this
Agreement, as of the date first written above.

                                        MILESTONE SCIENTIFIC INC.

                                        by: ____________________________________
                                                 Leonard Osser, Chairman and
                                                 Chief Executive Officer


                                        PURCHASER:

                                        ________________________________________
                                                 K. Tucker Andersen


                                       7
<PAGE>

      (f) The provisions of Section 2 above to the contrary notwithstanding, the
Company's obligation to file a registration statement, or cause such
registration statement to become and remain effective, shall be suspended for a
period not to exceed 30 days in any 12-month period if there exists at the time
material non-public information relating to the Company which, in the reasonable
opinion of the Company, based on the advice of counsel, should not be disclosed.

      (g) If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of this Agreement, and
this Agreement shall be carried out as if any such illegal, invalid or
unenforceable provision were not contained herein.

      (h) As used in this Agreement, the masculine, feminine or neutral gender
and the singular or plural number shall be deemed to include the others whenever
the context so indicates or requires.

      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by a duly authorized officer, and each Purchaser has duly executed this
Agreement, as of the date first written above.

                                        MILESTONE SCIENTIFIC INC.

                                        by: ____________________________________
                                                 Leonard Osser, Chairman and
                                                 Chief Executive Officer


                                        PURCHASER:

                                        STRATEGIC RESTRUCTURING PARTNERSHIP LP

                                        by: ____________________________________


                                       7
<PAGE>

      (f) The provisions of Section 2 above to the contrary notwithstanding, the
Company's obligation to file a registration statement, or cause such
registration statement to become and remain effective, shall be suspended for a
period not to exceed 30 days in any 12-month period if there exists at the time
material non-public information relating to the Company which, in the reasonable
opinion of the Company, based on the advice of counsel, should not be disclosed.

      (g) If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of this Agreement, and
this Agreement shall be carried out as if any such illegal, invalid or
unenforceable provision were not contained herein.

      (h) As used in this Agreement, the masculine, feminine or neutral gender
and the singular or plural number shall be deemed to include the others whenever
the context so indicates or requires.

      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by a duly authorized officer, and each Purchaser has duly executed this
Agreement, as of the date first written above.

                                                 MILESTONE SCIENTIFIC INC.

                                        by: ____________________________________
                                                 Leonard Osser, Chairman and
                                                 Chief Executive Officer


                                        PURCHASER:

                                        CUMBERLAND PARTNERS
                                        by Cumberland Associates LLC, its
                                        investment advisor

                                        by: ____________________________________


                                       7
<PAGE>

      (f) The provisions of Section 2 above to the contrary notwithstanding, the
Company's obligation to file a registration statement, or cause such
registration statement to become and remain effective, shall be suspended for a
period not to exceed 30 days in any 12-month period if there exists at the time
material non-public information relating to the Company which, in the reasonable
opinion of the Company, based on the advice of counsel, should not be disclosed.

      (g) If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of this Agreement, and
this Agreement shall be carried out as if any such illegal, invalid or
unenforceable provision were not contained herein.

      (h) As used in this Agreement, the masculine, feminine or neutral gender
and the singular or plural number shall be deemed to include the others whenever
the context so indicates or requires.

      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by a duly authorized officer, and each Purchaser has duly executed this
Agreement, as of the date first written above.

                                                 MILESTONE SCIENTIFIC INC.

                                        by: ____________________________________
                                                 Leonard Osser, Chairman and
                                                 Chief Executive Officer


                                        PURCHASER:

                                        LONGVIEW PARTNERS B, L.P.

                                        by: Cumberland Associates LLC, its
                                        investment advisor

                                        by: ____________________________________


                                       7
<PAGE>

      (f) The provisions of Section 2 above to the contrary notwithstanding, the
Company's obligation to file a registration statement, or cause such
registration statement to become and remain effective, shall be suspended for a
period not to exceed 30 days in any 12-month period if there exists at the time
material non-public information relating to the Company which, in the reasonable
opinion of the Company, based on the advice of counsel, should not be disclosed.

      (g) If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of this Agreement, and
this Agreement shall be carried out as if any such illegal, invalid or
unenforceable provision were not contained herein.

      (h) As used in this Agreement, the masculine, feminine or neutral gender
and the singular or plural number shall be deemed to include the others whenever
the context so indicates or requires.

      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by a duly authorized officer, and each Purchaser has duly executed this
Agreement, as of the date first written above.

                                                 MILESTONE SCIENTIFIC INC.

                                        by: ____________________________________
                                                 Leonard Osser, Chairman and
                                                 Chief Executive Officer


                                        PURCHASER:

                                        LONGVIEW PARTNERS C, L.P.
                                        by Cumberland Associates LLC, its
                                        investment advisor

                                        by: ____________________________________


                                       7
<PAGE>

      (f) The provisions of Section 2 above to the contrary notwithstanding, the
Company's obligation to file a registration statement, or cause such
registration statement to become and remain effective, shall be suspended for a
period not to exceed 30 days in any 12-month period if there exists at the time
material non-public information relating to the Company which, in the reasonable
opinion of the Company, based on the advice of counsel, should not be disclosed.

      (g) If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of this Agreement, and
this Agreement shall be carried out as if any such illegal, invalid or
unenforceable provision were not contained herein.

      (h) As used in this Agreement, the masculine, feminine or neutral gender
and the singular or plural number shall be deemed to include the others whenever
the context so indicates or requires.

      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by a duly authorized officer, and each Purchaser has duly executed this
Agreement, as of the date first written above.

                                                 MILESTONE SCIENTIFIC INC.

                                        by: ____________________________________
                                                 Leonard Osser, Chairman and
                                                 Chief Executive Officer


                                        PURCHASER:

                                        LONGVIEW PARTNERS
                                        by Cumberland Associates LLC, its
                                        investment advisor

                                        by: ____________________________________


                                       7
<PAGE>

      (f) The provisions of Section 2 above to the contrary notwithstanding, the
Company's obligation to file a registration statement, or cause such
registration statement to become and remain effective, shall be suspended for a
period not to exceed 30 days in any 12-month period if there exists at the time
material non-public information relating to the Company which, in the reasonable
opinion of the Company, based on the advice of counsel, should not be disclosed.

      (g) If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of this Agreement, and
this Agreement shall be carried out as if any such illegal, invalid or
unenforceable provision were not contained herein.

      (h) As used in this Agreement, the masculine, feminine or neutral gender
and the singular or plural number shall be deemed to include the others whenever
the context so indicates or requires.

      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by a duly authorized officer, and each Purchaser has duly executed this
Agreement, as of the date first written above.

                                                 MILESTONE SCIENTIFIC INC.

                                        by: ____________________________________
                                                 Leonard Osser, Chairman and
                                                 Chief Executive Officer


                                        PURCHASER:

                                        ________________________________________
                                                 LEONARD OSSER


                                       7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>PURCHASE AGREEMENT
<TEXT>


                                  Exhibit 4.5

                               PURCHASE AGREEMENT

      PURCHASE AGREEMENT (this "Agreement") is made as of January 31, 2000
between MILESTONE SCIENTIFIC INC., a Delaware corporation, with its principal
offices at 220 South Orange Avenue, Livingston, New Jersey 07039 (the
"Company"), and the undersigned (each a "Purchaser" and, collectively, the
"Purchasers").

      WHEREAS, the Company is offering to sell an aggregate of $700,000 face
amount of its 10% Senior Secured Notes (the "Notes") and warrants to purchase
100,000 shares of Common Stock (the "Warrants"), substantially in the form
annexed hereto as Exhibits A and B, respectively; and

      WHEREAS, the Company desires to sell to Purchaser and Purchaser desires to
purchase Notes having a principal amount as is set forth on the signature page
hereof and Warrants at the rate of Warrants for 142.857 shares (rounded to the
nearest whole share) for each 1,000 face amount of the Notes being purchased.

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

      1. Purchase and Sale of Notes and Warrants.

            (a) Subject to the terms and conditions hereinafter set forth,
Purchaser hereby subscribes for and agrees to purchase from the Company

            (i)   Notes having the principal amount set forth on the signature
                  page hereto and

            (ii)  Warrants at the rate of Warrants for 142.857 shares (rounded
                  to the nearest whole share) for each 1,000 face amount of the
                  Notes.

The Company hereby agrees to sell Notes and Warrants in such amounts to
Purchaser.

            (b) The purchase price for the Notes and Warrants shall be an amount
equal to 100% of the stated principal amount of the Notes (the "Purchase
Price"). The Purchase Price is payable by certified or bank check made payable
to the Company or by wire transfer of funds, contemporaneously with the
execution and delivery of this Agreement. The Notes and Warrants being purchased
by Purchaser will be delivered by the Company on the Closing Date (as defined
below).

      2. Terms of the Notes and Warrants. Except as otherwise set forth in this
Agreement, the terms of the Notes and Warrants shall be as set forth in the
Notes and Warrants, respectively.

      3. Closing. The closing of the transactions contemplated hereby
("Closing") shall take place on a date (the "Closing Date") within three (3)
business days following the satisfaction of the conditions set forth herein and
at such times as shall be determined by the Company at the offices of Morse,
Zelnick, Rose & Lander, LLP, 450 Park Avenue, New York, New York 10022.

      4. Representations and Warranties of the Company. The Company hereby
represents and warrants to Purchaser, which representations and warranties shall
be true and correct as of the date hereof and as of the Closing Date, as
follows:


                                       1
<PAGE>

            4.1 Organization; Standing and Power. The Company and its
      subsidiaries (a) are corporations duly organized, existing and in good
      standing under the laws of the state of their incorporation, (b) have all
      requisite corporate power and authority to own its properties and to carry
      on their businesses as now conducted and as proposed hereafter to be
      conducted, (c) are duly qualified to do business as foreign corporations
      in each and every jurisdiction where such qualification is necessary
      except where the failure to so qualify would not have a material adverse
      effect on the financial condition, business, operations, assets or
      prospects of the Company and its subsidiaries as a whole and (d) the
      Company has all requisite corporate power and authority to execute and
      deliver, and perform all of its obligations under this Agreement.

            4.2 Capitalization. The total authorized capital stock of the
      Company consists of 25,000,000 shares of Common Stock and no shares of
      preferred stock. As of November 30, 1999, the Company has outstanding
      8,817,882 shares of Common Stock. In addition, there are 1,000,000 shares
      of Common Stock reserved for issuance under the Company's 1997 Stock
      Option Plan of which 778,000 shares are issuable pursuant to the exercise
      of outstanding stock options ranging in exercise price from $1.00 to
      $23.00 per share. The Company also has outstanding other compensatory
      options for 136,000 shares with exercise prices ranging from $5.125 to
      $23.00 per share and warrants and options in connection with financing
      transactions for 197,231 shares at exercise prices ranging from $4.72 to
      $9.00 per share of Common Stock. Except as set forth in this Section 4.2
      and except for the 3% Senior Convertible Notes, the Company does not have
      outstanding any securities convertible into or exchangeable for any shares
      of capital stock or any rights (preemptive or otherwise) to subscribe for
      or to purchase, or any options for the purchase of, or any agreements
      providing for the issuance (contingent or otherwise) of, any capital stock
      or any stock or securities convertible into or exchangeable for any
      capital stock.

            4.3 Authorization. The execution, delivery and performance by the
      Company of its obligations under this Agreement has been duly authorized
      by all requisite corporate action and will not, either prior to or as a
      result of the consummation of the transactions contemplated by this
      Agreement: (a) violate any law, any order of any court or other agency of
      government, any provision of the Certificate of Incorporation or Bylaws of
      the Company or any contract, indenture, agreement or other instrument to
      which the Company is a party, or by which the Company or any of its assets
      or properties are bound, or (b) be in conflict with, result in a breach
      of, or constitute (after the giving of notice or lapse of time or both) a
      default under, or result in the creation or imposition of any lien of any
      nature whatsoever upon any of the property or assets of any Company
      pursuant to, or result in the acceleration of, any such contract,
      indenture, agreement or other instrument. The Company is not required to
      obtain any government approval, consent or authorization from, or to file
      any declaration or statement with, any governmental instrumentality or
      agency in connection with or as a condition to the execution, delivery or
      performance of any of this Agreement other than the filings which have
      heretofore been made. This Agreement is valid, binding and enforceable
      against the Company in accordance with its terms.

            4.4 Non-contravention. To the best of its knowledge, the Company is
      not in violation or breach of or in default with respect to, complying
      with any material provision of any contract, agreement, instrument, lease,
      license, arrangement or understanding to which it is a party, and each
      such contract, agreement, instrument, lease, license, arrangement and
      understanding is in full force and effect and is the legal, valid and
      binding obligation of the Company enforceable as to the Company in
      accordance with its terms (subject to applicable


                                       2
<PAGE>

      bankruptcy, insolvency and other laws affecting the enforceability of
      creditors' rights generally and to general equitable principals). Neither
      the execution and the delivery of this Agreement, nor the consummation of
      the transactions contemplated hereby, will (a) violate any constitution,
      statute, regulation, rule, injunction, judgment, order, decree, ruling,
      charge, or other restriction of any government, governmental agency, or
      court to which the Company is subject or (b) conflict with, result in a
      breach of, constitute a default under, result in the acceleration of,
      create in any party the right to accelerate, terminate, modify, or cancel,
      or require any notice under any agreement, contract, lease, license,
      instrument, or other arrangement to which the Company is a party or by
      which the Company is bound or to which any of the Company's assets are
      subject.

            4.5 Litigation. There is no action, suit or proceeding at law or in
      equity or by or before any governmental instrumentality or other agency
      now pending or, to the knowledge of the Company, threatened in writing
      against the Company, or any of its assets, which, if adversely determined,
      might reasonably be expected to have a material adverse effect on the
      Company's business, operations and financial condition, other than as
      disclosed in its Quarterly Report on Form 10-QSB for the periods ended
      September 30, 1999.

            4.6 SEC Filings. The information set forth in the Form 10-KSB for
      the year ended December 31, 1998 and Form 10-QSB for the nine month period
      ended September 30, 1999 (collectively, the "SEC Filings") as filed by the
      Company with the Securities and Exchange Commission (the "SEC") is true,
      correct and complete in all material respects as of the respective date of
      each such filing and does not omit to state any material fact necessary in
      order to make the statements therein not misleading. The financial
      statements of the Company as set forth in the SEC Filings have been
      prepared in accordance with GAAP applied on a consistent basis throughout
      the periods covered thereby and fairly present in all material respects
      the financial condition and results of operations of the Company as of
      their respective dates. Since September 30, 1999, there has not been any
      material adverse change in the business, financial condition or results of
      operations of the Company except that the Company has continued to operate
      at a loss. Except for the liabilities set forth in the financial
      statements included in the SEC Filings and liabilities which have arisen
      after September 30, 1999 in the ordinary course of business, the Company
      has no material liability.

            4.7 Due Authorization. The issuance of the Notes has been duly
      authorized by all necessary corporate action and when issued will be the
      legal and binding obligations of the Company enforceable in accordance
      with their terms. The shares of Common Stock issuable upon exercise of the
      Warrants or in respect of interest payable on the Notes have been duly
      authorized and reserved for issuance and, when issued in accordance with
      the terms of the Warrants or issued in respect of interest payable on the
      Notes, as applicable, will be fully paid and non-assessable, free and
      clear of any restrictions on transfer (other than any restrictions under
      the Securities Act of 1933, as amended (the "Securities Act") and state
      securities laws), taxes, security interests, options, warrants, purchase
      rights, contracts, commitments, equities, claims, and demands.

            4.8 Securities Law Exemption. Assuming the accuracy of Purchaser's
      representations and warranties set forth herein, the sale of the Notes and
      Warrants pursuant to this Agreement has been made in accordance with the
      provisions and requirements of Regulation D ("Regulation D") or ss.4(6)
      under the Securities Act and any applicable state law.


                                       3
<PAGE>

            4.9 Use of Proceeds. The proceeds from the sale of the Notes and
      Warrants will be used for working capital.

            4.10 Compliance with Laws. The Company is in compliance in all
      material respects with all occupational safety, health, wage and hour,
      employment discrimination, environmental, flammability, labeling, usury
      and other applicable laws which are material to its businesses, and the
      Company is not aware of any state of facts, events, conditions or
      occurrences which may now or hereafter constitute or result in a violation
      of any of such applicable laws, or which may give rise to the assertion of
      any such violation, the effect of which could have a material adverse
      effect on the Company's business, operations and financial condition.

            4.11 Licenses and Permits. The Company has obtained all federal,
      state and local licenses and permits required to be maintained in
      connection with and material to its operations, and all such licenses and
      permits obtained are valid and in full force and effect.

            4.12 Existing Registration Rights. Except for the Registration
      Rights Agreement referred to in Section 7 hereof and the registration
      rights given to the holders of the Company's 3% Senior Convertible Notes,
      the Company is not a party to any agreement under which it is obligated to
      register any of its securities under the Securities Act.

            4.13 Patents, Trademarks, Copyrights, Etc. The Company owns or
      validly licenses all patents, patent rights, patent applications,
      licenses, shop rights, trademarks, trademark applications, tradenames,
      copyrights and other proprietary information (collectively "Rights") used
      in the conduct of its business as currently being conducted. To the actual
      knowledge of the Company, the conduct of its business as currently being
      conducted does not conflict with valid rights of others in any way, nor
      has any material use been made of the Rights, except by the Company or by
      other entities duly licensed to use the same.

            4.14 No Other Representations. The Company shall not be deemed to
      have made any representations, warranties, covenants, agreements or
      indemnifications pertaining to the subject matter of this Agreement,
      whether express or implied, except to the extent that such
      representations, warranties, covenants, agreements or indemnifications are
      made in this Agreement or the Schedules hereto or in any certificate or
      other agreement, document or instrument delivered pursuant to the
      provisions of this Agreement.

      5. Representations and Warranties of the Purchasers. The Purchaser hereby
represents and warrants to the Company, which representations and warranties
shall be true and correct as of the date hereof and the Closing Date, as
follows:

            5.1 Authorization of Agreement. The execution, delivery and
      performance of this Agreement has been duly authorized by all necessary
      action on the part of Purchaser, does not violate any laws or regulations
      applicable to Purchaser and is the valid binding and enforceable
      obligation of Purchaser in accordance with its terms.

            5.2 Non-contravention. Neither the execution and the delivery of
      this Agreement, nor the consummation of the transactions contemplated
      hereby, will (a) violate any constitution, statute, regulation, rule,
      injunction, judgment, order, decree, ruling, charge, or other restriction
      of any government, governmental agency, or court to which Purchaser is
      subject or (b) conflict with, result in a breach of, constitute a default
      under, result in the acceleration of, create in any


                                       4
<PAGE>

      party the right to accelerate, terminate, modify, or cancel, or require
      any notice under any agreement, contract, lease, license, instrument, or
      other arrangement to which Purchaser is a party or by which Purchaser is
      bound or to which any of Purchaser's assets are subject.

            5.3 Accredited Investor. Purchaser is an "accredited investor" as
      that term is defined in Rule 501(a) of the Securities Act, and the rules
      promulgated thereunder.

            5.4 Investment. Purchaser acknowledges that this offering of Notes
      and Warrants has not been reviewed by the United States Securities and
      Exchange Commission ("SEC") and that the sale of the Notes and Warrants
      pursuant hereto is intended to be a nonpublic offering pursuant to
      Sections 4(2), 4(6) or 3(b) of the Securities Act. Purchaser represents
      that the Notes or Warrants are being purchased for his own account, for
      investment and not for distribution or resale to others. Purchaser agrees
      that Purchaser will not sell or otherwise transfer the Notes, Warrants or
      the shares of the Common Stock issuable upon exercise of the Warrants
      unless such securities, as the case may be, are registered under the
      Securities Act or unless an exemption from such registration is available.
      Purchaser understands that neither the Notes, Warrants nor the shares of
      Common Stock issuable upon exercise of the Warrants have been registered
      under the Securities Act and they are or will be issued pursuant to a
      specific exemption from the registration provisions of the Securities Act
      which depends upon, among other things, the bona fide nature of the
      investment intent as expressed herein.

            5.5 Access to Data. Purchaser has been given copies of the SEC
      Filings and has had an opportunity to review same. Purchaser has had an
      opportunity to discuss the SEC Filings and the Company's business,
      management and financial affairs with the Company's management and the
      opportunity to review the Company's facilities, each to Purchaser's
      satisfaction. Purchaser understands that such discussions, as well as any
      written information issued or provided by the Company, were intended to
      describe the aspects of the Company's business and prospects which the
      Company believes to be material but were not necessarily a thorough or
      exhaustive description thereof.

            5.6 Speculative Nature of Investment. Purchaser acknowledges that
      the purchase of the Notes and Warrants involves a high degree of risk and
      that (i) an investment in the Company is highly speculative and only
      investors who can afford the loss of their entire investment should
      consider investing in the Company and purchasing Notes and Warrants; (ii)
      Purchaser may not be able to liquidate his investment; (iii)
      transferability of the Notes, Warrants and the shares of Common Stock
      issuable upon exercise of the Warrants is extremely limited; and (iv)
      Purchaser could sustain the loss of his entire investment.

            5.7 Experience. Purchaser acknowledges that he has prior investment
      experience, including investment in non-listed and non-registered
      securities, or has employed the services of an investment advisor,
      attorney or accountant to review all of the documents furnished or made
      available by the Company and to evaluate the merits and risks of such an
      investment on Purchaser's behalf.

            5.8 Lack of Liquidity. Purchaser understands that there is no public
      market for the Notes or Warrants.

            5.9 Legends. Purchaser consents to the placement of a legend on the
      Notes, Warrants, and shares of Common Stock issued on exercise of the
      Warrants, provided they are not


                                       5
<PAGE>

      then covered by an effective Registration Statement, all as set forth in
      Section 6 of this Agreement.

            5.10 Address. Purchaser hereby represents that the address of
      Purchaser furnished by him at the end of this Agreement is Purchaser's
      principal residence if Purchaser is an individual or Purchaser's principal
      business address if it is a corporation or other entity.

            5.11 Registered Representative. Purchaser acknowledges that if he is
      a Registered Representative of a National Association of Securities
      Dealers, Inc. ("NASD") member firm, he must give such firm the notice
      required by the NASD Conduct Rules, or any applicable successor rules of
      the NASD receipt of which must be acknowledged by such firm on the
      signature page hereof.

            5.12 No Other Representations. Purchaser hereby represents that,
      except as set forth herein, no representations or warranties have been
      made to the Purchaser by the Company or any agent, employee or affiliate
      of the Company and in entering into this transaction, Purchaser is not
      relying on any information, other than that contained herein, that
      contained in the SEC Filings and the results of independent investigation
      by the Purchaser. The Purchaser shall not be deemed to have made any
      representations, warranties, covenants, agreements or indemnifications
      pertaining to the subject matter of this Agreement, whether express or
      implied, except to the extent that such representations, warranties,
      covenants, agreements or indemnifications are made in this Agreement or
      the Schedules hereto or in any certificate or other agreement, document or
      instrument delivered pursuant to the provisions of this Agreement.

            5.13 Purpose. If Purchaser is a partnership, corporation, trust or
      other entity, it was not formed for the purpose of investing in the
      Company.

            5.14 No Broker. There is no firm, corporation, agency or other
      entity or person that is entitled to a finder's fee or any type of
      commission in relation to or in connection with the transactions
      contemplated by this Agreement as a result of any agreement or
      understanding with Purchaser or any of its directors, officers, employees
      or agents.

            6. Legends. The Notes and Warrants shall be endorsed with the
      following legend:

      THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT
      BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL (I) A REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") SHALL
      HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (II) RECEIPT BY THE COMPANY
      OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE
      EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH
      SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE
      SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN
      EXCHANGE FOR THIS NOTE.

      THIS SECURITY IS SUBJECT TO THE TERMS OF A PURCHASE AGREEMENT, DATED AS OF
      JANUARY 31, 2000, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICES OF
      MILESTONE SCIENTIFIC INC.


                                       6
<PAGE>

      7. Registration Rights. The Company and the Purchaser will enter into a
registration rights agreement, substantially in the form annexed hereto as
Exhibit C.

      8. Confidentiality. Purchaser covenants and agrees that none of Purchaser,
his agents and representatives will use for their own benefit, convey or
disclose to any third party any information provided by the Company concerning
its current or proposed business, operations and financial conditions, other
than information which is already publicly available, was already known to
Purchaser or is obtained from a source other than the Company and to the extent
required by law.

      9. Covenants.

            9.1 Affirmative Covenants of the Company. The Company covenants and
      agrees that, from the date hereof and until the Notes have been paid in
      full, it shall:

                  (a) Corporate. Do or cause to be done all things necessary to
            at all times (a) other than mergers solely among the Company and any
            of its subsidiaries, preserve, renew and keep in full force and
            effect its corporate existence, patents, trademarks, rights,
            licenses, permits and franchises, (b) comply with this Agreement,
            (c) maintain and preserve all of its material property used or
            useful in the conduct of their respective businesses, and (d) comply
            with all applicable laws material to its businesses, including the
            reporting requirements of the Securities Exchange Act of 1934,
            whether now in effect or hereafter enacted, promulgated or issued.

                  (b) Notice of Proceedings. Give prompt written notice to the
            Purchaser of any proceeding instituted against the Company in any
            federal or state court or before any commission or other regulatory
            body, whether federal, state or local, which, if adversely
            determined, could have a material adverse effect upon their
            business, operations, properties, assets or condition, financial or
            otherwise when taken as a whole.

                  (c) Books and Records; Inspection. Maintain true and accurate
            books and records respecting all of their business operations, and
            permit agents or representatives of the Purchasers to inspect, at
            any time during normal business hours, upon reasonable notice, and
            without undue material disruption of their business operations, all
            of such books and records and to visit the properties and operations
            of the Company and consult with the employees and officers of the
            Company.

                  (d) Notice of Default or Material Adverse Change. Promptly
            advise the Purchaser of any event which could have a material
            adverse effect on the Company's business, operation, property,
            assets or condition, financial or otherwise, or the existence or
            occurrence of any Event of Default (as defined in the Notes), any
            breach of this Section 9.1 or Section 9.2 or any default of the
            Company under any agreement or instrument to which it is a party.

                  (e) Notice of Filings with SEC. Promptly advise the Purchaser
            of any filing of a registration statement under the Securities Act
            with the SEC covering any of the Company's securities.


                                       7
<PAGE>

                  (f) Delivery of Financial Statements and other Reports. The
            Company will deliver to each holder of Notes promptly upon
            transmission thereof, copies of all financial statements,
            information circulars, proxy statements and reports as the Company
            shall send to its stockholders and copies of all registration
            statements, prospectuses and all reports which it shall file with
            the Securities and Exchange Commission or with any securities
            exchange on which any of its securities is listed or with NASDAQ and
            copies of all press releases and other statements made available to
            the public concerning material developments in the business of the
            Company.

                  (g) Stock to be Reserved. The Company covenants that all
            shares of Common Stock that may be issued upon exercise of the
            Warrants or in respect of interest payable on the Notes will, upon
            issuance, be validly issued, fully paid and nonassessable and free
            from all taxes, liens and charges with respect to the issuance
            thereof. The Company covenants that during the period in which the
            Warrants are outstanding it will at all times have authorized and
            reserved a sufficient number of shares of Common Stock to permit the
            exercise of the Warrants.

            9.2 Negative Covenants of the Company. The Company covenants and
      agrees that, until the Notes have been paid in full, unless the holders of
      Notes representing more than 50% of the aggregate principal amount of the
      Notes (the "Requisite Majority") shall otherwise consent in writing, the
      Company shall not directly or indirectly:

                  (a) Restrictions on Debt and Certain Payments. Incur, create,
            assume or suffer to exist any indebtedness that shall be senior to
            or pari passu with (in right of payment) the Notes other than: (i)
            any purchase money obligations incurred by the Company in connection
            with the purchase of property in the ordinary course of business;
            (ii) all payment obligations of the Company pursuant to any
            capitalized lease entered into by the Company; (iii) all payables
            incurred by the Company in the ordinary course of its business; and
            (iv) the Company's 3% Senior Convertible Notes. The Company will not
            prepay any indebtedness or redeem any securities junior to, or pari
            passu with, the Notes.

                  (b) Restrictions on Liens. Create, assume or suffer to exist
            any lien upon any of its property or assets except (i) liens for
            taxes which are not yet due or are being contested in good faith,
            (ii) statutory liens of landlords and liens of carriers,
            warehousemen, mechanics and materialmen incurred in the ordinary
            course of business and (iii) liens made through purchase money
            security interests in the ordinary course of business.

                  (c) Registration and other Rights. Enter into any agreement
            with respect to its securities which is contrary to or inconsistent
            with the rights granted to the holders of Notes in the Registration
            Rights Agreement, this Agreement,the Notes or the Warrants.

      10. Conditions Precedent to the Obligations of the Company. The
obligations of the Company pursuant to this Agreement are subject to the
satisfaction at the Closing of each of the following conditions; provided,
however, that the Company may, in its sole discretion, waive any of such
conditions and proceed with the transactions contemplated hereby.


                                       8
<PAGE>

            10.1 Accuracy of Representations and Warranties. The representations
      and warranties of the Purchaser contained in this Agreement or in any
      document or certificate delivered in connection with the transactions
      contemplated hereby shall be true and correct in all material respects on
      and as of the Closing Date, as if made on and as of the Closing Date.

            10.2 Performance of Agreements. Each Purchaser shall have duly
      executed and delivered this Agreement to the Company and shall have
      performed and complied in all material respects with all covenants,
      obligations and agreements to be performed or complied with by any of them
      on or before the Closing Date pursuant to this Agreement.

      11. Conditions Precedent to the Obligations of the Purchasers. The
obligations of a Purchaser under this Agreement is subject to the satisfaction
at the Closing of each of the following conditions; provided, however, that a
Purchaser may, in such Purchaser's sole discretion, waive any of such conditions
and proceed with the transactions contemplated hereby.

            11.1 Accuracy of Representations and Warranties. The representations
      and warranties of the Company contained in this Agreement or in any
      document or certificate delivered in connection with the transactions
      contemplated hereby shall be true and correct in all material respects on
      and as of the Closing Date, as if made on and as of the Closing Date.

            11.2 Performance of Agreements. The Company shall have duly executed
      and delivered this Agreement and the Registration Rights Agreement and
      shall have performed and complied in all material respects with all
      covenants, obligations and agreements to be performed or complied with by
      it on or before the Closing Date pursuant to this Agreement.

            11.3 Litigation, Material Changes, Defaults, etc. No claim, action,
      suit, proceeding, arbitration or hearing or notice of hearing shall be
      pending (and no action or investigation by any governmental authority
      shall be threatened) which seeks to enjoin, prevent or adversely affect
      the consummation of the transactions contemplated by this Agreement. There
      shall not have been any changes in the business of the Company which have
      or could reasonably be expected to have a material adverse effect on the
      business, operations, properties, assets or condition, financial or
      otherwise, of the Company. There shall exist no defaults under the
      provisions of any instrument evidencing indebtedness of the Company.

            11.4 Officers and Secretary's Certificate. The Purchaser shall have
      received a certificate of the chief executive officer and the chief
      financial officer of the Company, dated the Closing Date, certifying as to
      the fulfillment of the conditions set forth in Sections 11.1, 11.2 and
      11.3 and a certificate of the Company's Secretary certifying copies of the
      Company's Certificate of Incorporation, By-laws and all resolutions
      authorizing the transactions contemplated herein and certifying as to the
      incumbency of officers executing this Agreement and any related document.

            11.5 Good Standing Certificates. The Purchaser shall have received
      (a) "good standing" certificate with respect to the Company from the
      Secretary of State of Delaware stating that the Company is duly
      incorporated and in good standing in Delaware, and (b) a certificate from
      the Secretary of State of New Jersey to the effect that the Company is
      duly qualified to do business in New Jersey as a foreign corporation.


                                       9
<PAGE>

            11.6 Legal Opinion. The Purchaser shall have received an opinion
      from counsel to the Company substantially in the form annexed hereto as
      Exhibit C.

            11.7 Purchase Permitted by Applicable Laws. The purchase of and
      payment for the Notes and Warrants shall not be prohibited by any
      applicable law or governmental regulation (including without limitation
      Regulations G, T and X of the Board of Governors of the Federal Reserve
      System) and shall not subject the holders of the Notes and Warrants to any
      tax, penalty or liability under any applicable law or governmental
      regulation.

            11.8 Simultaneous Closing. The Purchaser shall be required to close
      only if the Company simultaneously closes on the sale of Notes in the
      aggregate face amount of $700,000 and Warrants at the rate set forth in
      Section 1(a).

      12. General Provisions.

            12.1 Survival of Representations, Warranties, Covenants, and
      Agreements. The representations, warranties, covenants and agreements
      contained in this Agreement shall survive the execution of this Agreement.

            12.2 Notices. All notices, requests, demands and other
      communications which are required to be or may be given under this
      Agreement to any party to any of the other parties shall be in writing and
      shall be deemed to have been duly given when (a) delivered in person, (b)
      the day following dispatch by an overnight courier service (such as
      Federal Express or UPS, etc.) or (c) five (5) days after dispatch by
      certified or registered first class mail, postage prepaid, return receipt
      requested, to the party to whom the same is so given or made. Any notice
      or other communication given hereunder shall be addressed to the Company,
      at its principal offices as set forth above and to the Purchaser at his
      address indicated on the signature page hereto.

            12.3 Counterparts. This Agreement may be executed in two or more
      counterparts, each of which shall be deemed an original and all of which
      together shall constitute one and the same instrument.

            12.4 Headings. All headings are inserted for convenience of
      reference only and shall not affect the meaning or interpretation of any
      such provisions or of this Agreement, taken as an entirety.

            12.5 Severability. If and to the extent that any court of competent
      jurisdiction holds any provision (or any part thereof) of this Agreement
      to be invalid or unenforceable, such holding shall in no way affect the
      validity of the remainder of this Agreement.

            12.6 Changes, Waivers, Etc. Subject to Section 12.11, neither this
      Agreement nor any provision hereof may be changed, waived, discharged or
      terminated orally, but rather may only be changed by a statement in
      writing signed by the party against which enforcement of the change,
      waiver, discharge or termination is sought. It is agreed that a waiver by
      either party of a breach of any provision of this Agreement shall not
      operate, or be construed, as a waiver of any subsequent breach by that
      same party.

            12.7 Governing Law. This Agreement shall be governed by and
      construed in accordance with the laws of the State of New York. The
      parties hereby agree that any dispute


                                       10
<PAGE>

      which may arise between them arising out of or in connection with this
      Agreement shall be adjudicated before a court located in New York City and
      they hereby submit to the exclusive jurisdiction of the courts of the
      State of New York located in New York, New York and of the federal courts
      in the Southern District of New York with respect to any action or legal
      proceeding commenced by any party, and irrevocably waive any objection
      they now or hereafter may have respecting the venue of any such action or
      proceeding brought in such a court or respecting the fact that such court
      is an inconvenient forum, relating to or arising out of this Agreement or
      any acts or omissions relating to the sale of the securities hereunder,
      and consent to the service of process in any such action or legal
      proceeding by means of registered or certified mail, return receipt
      requested, in care of the address set forth below or such other address as
      the undersigned shall furnish in writing to the other.

            12.8 Binding Effects. This Agreement shall be binding upon and inure
      to the benefit of the parties hereto and their respective successors,
      legal representatives and assigns.

            12.9 Entire Agreement. This Agreement sets forth the entire
      agreement and understanding between the parties as to the subject matter
      thereof and incorporates and supersedes all prior discussions, agreements
      and understandings of any and every nature among them.

            12.10 Further Assurances. The parties agree to execute and deliver
      all such further documents, agreements and instruments and take such other
      and further action as may be necessary or appropriate to carry out the
      purposes and intent of this Agreement.

            12.11. Waivers and Amendments. With the written consent of the
      Requisite Majority, the obligations of the Company under this Agreement
      may be waived (either generally or in a particular instance and either
      retroactively or prospectively), and with the same consent the Company may
      enter into a supplementary agreement for the purpose of adding any
      provisions to this Agreement or to any supplemental agreement or modifying
      in any manner the rights and obligations of the holders of the Notes and
      of the Company; provided, however, that no such waiver or supplemental
      agreement shall reduce the aforesaid percentage of holders of the Notes
      who are required to consent to any waiver or supplemental agreement
      without the consent of all of the holders of the Notes. Notwithstanding
      anything to the contrary above, the payment of interest, time of payment
      of interest, the interest rate payable, payment of principal and time of
      payment of principal on the Notes may not be changed without the written
      consent of holders then holding at least 80% of the outstanding principal
      amount of the Notes, and this provision may not be waived or amended
      without the written consent of holders then holding at least 80% of the
      outstanding principal amount of the Notes. Written notice of any such
      waiver, consent or agreement of amendment, modification or supplement
      shall be given by the Company to holders of the Notes who have not
      previously consented thereto in writing.

            12.12. Expenses. Each party hereto shall pay all of its own fees and
      expenses in connection with the transactions contemplated hereby;
      provided, however, the Company shall pay the legal fees incurred by
      Purchasers to Willkie Farr & Gallagher in connection with the transactions
      contemplated hereby to the extent such legal fees do not exceed $15,000 in
      the aggregate, plus the disbursements of such legal counsel.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.


                                       11
<PAGE>

                                                 MILESTONE SCIENTIFIC INC.


                                                 By: ___________________________
                                                     Leonard Osser, Chairman and
                                                     Chief Executive Officer
PURCHASER:

___________________________________________
             K. TUCKER ANDERSEN

c/o Cumberland Associates LLC
1114 Avenue of the Americas
New York, NY 10036

###-##-####
Social Security or Taxpayer
Identification Number of Purchaser

$100,000                                         $100,000
Principal Amount of Notes Being Subscribed For   Purchase Price
Warrants to purchase shares
                                                 Warrants for 14,286 shares


                                       12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>


                                   Exhibit 4.6

                          REGISTRATION RIGHTS AGREEMENT

      REGISTRATION RIGHTS AGREEMENT ("Agreement") made as of the 31st day of
January, 2000 by and between Milestone Scientific Inc., a Delaware corporation
(the "Company"), and the persons listed on Schedule A hereto (each a "Purchaser"
and, collectively, the "Purchasers").

                              W I T N E S S E T H:

      WHEREAS, the Company and each Purchaser has entered into a Purchase
Agreement, dated even date herewith (the "Purchase Agreement") pursuant to which
the Purchaser purchased from the Company and the Company sold to the Purchaser
the Company's 10% Senior Secured Notes due June 30, 2001 (the "Notes") and
related 5-year Warrants; and

      WHEREAS, in connection with the Purchase Agreement, the Company has agreed
to enter into this Registration Rights Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

      1. Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:

      "Commission" shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the
"Securities Act" (as defined herein).

      "Common Stock" shall mean the Common Stock, $.001 par value per share, of
the Company, as constituted as of the date of this Agreement.

      "Exchange Act" shall mean the United States Securities Exchange Act of
1934, as amended, or any similar federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the time.

      "Notes" means the Company's 10% Senior Secured Notes due June 30, 2001
sold by the Company pursuant to Purchase Agreement.

      "Registration Expenses" shall mean the expenses so described in Section 4.

      "Registerable Securities" shall mean the shares of the Company's Common
Stock issuable upon exercise of the Warrants and any such shares that may be
issued as payment of interest due on the Notes.
<PAGE>

      "Securities Act" shall mean the United States Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

      "Selling Expenses" shall mean the expenses so described in Section 4.

      "Warrants" shall mean the 5-year Warrants dated January 1, 2000 and
exercisable at prices ranging from $1.75 per share to $7.00 per share.

      2. Registration. The Company will use its reasonable best efforts (subject
to the provisions of this Agreement) to file with the Commission no later than
April 15, 2000, a registration statement under the Securities Act and any
applicable state securities laws registering for reoffer and resale the
Registerable Securities. If the Registration Statement has not become effective
by July 15, 2000, the interest rate payable on the Notes shall be automatically
increased from 10% to 16%, per annum, and shall remain at such higher level for
such period of time during which the Registerable Securities are not covered by
a registration statement or salable pursuant to Rule 144 or any successor
provision thereto during a period of not more than 90 days.

      3. Registration Procedures. The Company will, as expeditiously as
possible:

      (a) prepare and file with the Commission a registration statement with
respect to such securities (on such applicable form as the Company may in its
sole discretion elect to use) and use its reasonable best efforts to cause such
registration statement to become and remain effective for the period of the
distribution contemplated thereby, determined as hereinafter provided;

      (b) prepare and file with the Commission such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective for the period
specified in subsection (a) above and comply with the provisions of the
Securities Act with respect to the disposition of all Registerable Securities
covered by such registration statement in accordance with Purchasers' intended
method of disposition set forth in such registration statement for such period;

      (c) notify the Purchasers of the filing and effectiveness of the
registration statement and any amendments thereto and furnish to Purchasers such
number of copies of the registration statement and the prospectus included
therein, including each preliminary prospectus or any amendments or supplement
thereto, as Purchasers reasonably may request in order to facilitate the public
sale or other disposition of the Registerable Securities covered by such
registration statement;

      (d) use its reasonable best efforts to register or qualify the
Registerable Securities covered by such registration statement under the
securities or "blue sky" laws of such jurisdictions as Purchasers reasonably
shall request; provided, however, that the Company shall not for any such
purpose be required to qualify generally to transact business as a foreign


                                       2
<PAGE>

corporation in any jurisdiction where it is not so qualified or to consent to
general service of process in any such jurisdiction;

      (e) immediately notify Purchasers at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening
of any event of which the Company has knowledge as a result of which the
prospectus contained in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing;

      (f) use its reasonable best efforts to include or list, as the case may
be, the Registerable Securities being registered on the automated quotation
system of the National Association of Securities Dealers, Inc. or the principal
securities exchange on which Common Stock of the Company is then quoted or
listed;

      (g) afford Purchasers and its representative, if any, an opportunity to
make such examination and inquiry into the financial position, business and
affairs of the Company and its subsidiaries as Purchasers or their counsel may
reasonably deem necessary to satisfy Purchasers and their counsel as to the
accuracy and completeness of the registration statement; and

      (h) use reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of the registration statement (which in no event
shall require the Company to commence any judicial proceeding) and shall notify
Purchasers regarding any such order.

      For purposes of Sections 3(a) and 3(b) above, the period of distribution
of Registerable Securities shall be deemed to extend until the earlier of (i)
the sale of all Registerable Securities covered by the registration statement or
(ii) the date on which all of the Warrants have been exercised and all
Registerable Securities held by each Purchaser becomes salable under Rule 144
during a period of not more than 90 days.

      In connection with registration hereunder, Purchasers will furnish to the
Company in writing such information with respect to itself and the proposed
distribution by it as shall be reasonably necessary in order to assure
compliance with federal and applicable state securities laws.

      4. Expenses. All expenses incurred by the Company in complying with
Section 2 hereof, including without limitation, all registration, qualification
and filing fees, printing expenses, fees and disbursements of counsel for the
Purchaser (except as otherwise included in the term "Selling Expenses" below),
counsel for the Company and independent public accountants for the Company, fees
and expenses, including counsel fees, incurred in connection with complying with
state securities or "blue sky" laws, fees of the National Association of
Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars
and costs of insurance are called "Registration Expenses." All selling
commissions applicable to the sale of Registerable Securities and, to the extent
of any amount in excess of $15,000 incurred in connection with this Agreement or
the Purchase Agreement, any fees payable to Willkie Farr & Gallagher, are called
"Selling Expenses."


                                       3
<PAGE>

      The Company will pay all Registration Expenses in connection with the
registration statement. All Selling Expenses shall be borne by Purchasers.

      5. Rule 144 Reporting. With a view to making available to Purchasers the
benefits of certain rules and regulations of the Commission which may permit the
sale of the Registerable Securities without registration, the Company agrees to:

      (a) make and keep public information available, as those terms are used
and defined in Commission Rule 144;

      (b) use its reasonable best efforts to file with the Commission in a
timely manner all reports and other documents required by the Company under the
Exchange Act; and

      (c) furnish to each Purchaser upon request a written statement as to its
compliance with the reporting requirements under the Securities Act, the
Exchange Act, Rule 144, as such rule may be amended, and any other similar rule
that is adopted in the future.

      6. Indemnification and Contribution.

      (a) In the event of a registration of any of the Registerable Securities
under the Securities Act pursuant to Section 2 above, the Company will indemnify
and hold harmless Purchasers, and each other person, if any, who controls a
Purchaser within the meaning of the Securities Act, against any losses, claims,
damages, liabilities or expenses, joint or several, to which Purchasers or such
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages, liabilities or expenses, or actions in
respect thereof, arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such Registerable Securities was registered under the Securities Act
pursuant to Section 2 above, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereof, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading or any violation by the Company of the Securities Act or any rule or
regulation promulgated thereunder, and will reimburse Purchasers, and each such
controlling person, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability, action or expense; provided, however, that the Company will not be
liable in any such case if and to the extent that any such loss, claim, damage,
liability or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity
with information, pertaining to Purchasers, as such, furnished in writing by
Purchasers specifically for use in such registration statement or prospectus.

      (b) In the event of a registration of any of the Registerable Securities
under the Securities Act pursuant to Section 2 above, each Purchaser shall
indemnify and hold harmless the Company, each person, if any, who controls the
Company within the meaning of the Securities Act, each officer of the Company
who signs the registration statement and each director of the Company, against
all losses, claims, damages or liabilities, joint or several, to


                                       4
<PAGE>

which the Company or such officer, director, or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities, or actions in respect thereof, arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the registration statement under which such Registerable Securities
was registered under the Securities Act pursuant to Section 2 above, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse the
Company and each such officer, director, and controlling person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action, provided, however,
that a Purchaser shall be liable hereunder in any such case if and only to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information pertaining to
such Purchaser, as such, furnished in writing to the Company by such Purchaser
specifically for use in such registration statement or prospectus; and provided
further, however, that the liability of such Purchaser hereunder shall be
limited to the proportion of any such loss, claim, damage, liability or expense
which is equal to the proportion that the public offering price of the
Registerable Securities sold by such Purchaser under such registration statement
bears to the total public offering price of all securities sold thereunder, but
not in any event to exceed the proceeds received by such Purchaser from the sale
of Registerable Securities covered by such registration statement.

      (c) Promptly after receipt by a party indemnified hereunder of notice of
the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party hereunder, notify
the indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
such indemnified party other than under this Section 6 and shall only relieve it
from any liability which it may have to such indemnified party under this
Section 6 if and to the extent the indemnifying party is prejudiced by such
omission. In case any such action shall be brought against any indemnified party
and it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 6 for any legal expense subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided,
however, that if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be reasonable defenses available to it which are
different from or additional to those available to the indemnifying party or if
the interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying party, the indemnified parties shall have the
right to select one separate counsel and to assume such legal defenses and
otherwise to participate in the defense of such action, with the expenses and
fees of such separate counsel and other expenses related to such participation
to be reimbursed by the indemnifying party as incurred. No indemnifying


                                       5
<PAGE>

party, in the defense of any such claim or litigation shall, except with the
consent of the indemnified party, consent to the entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by claimant or plaintiff to such indemnified party as a release from all
liability in respect of such claim or litigation.

      (d) In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) a Purchaser,
exercising its rights under this Agreement, or any controlling person of such
Purchaser, makes a claim for indemnification pursuant to this Section 6 but it
is judicially determined, by the entry of a final judgment or decree by a court
of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal, that such indemnification may not be enforced in such
case, the fact that this Section 6 provides for indemnification in such case
notwithstanding, or (ii) contribution under the Securities Act may be required
on the part of a Purchaser or any controlling person with respect to such
Purchaser in circumstances for which indemnification is provided under this
Section 6, then and in each such case, the Company and such Purchaser will
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject, after contribution from others, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party, on the one
hand, and the indemnified party on the other in connection with the statements
or omissions which resulted in such losss, claim, damage or liability, as well
as any other equitable considerations. Relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or omission to state a material fact relates to the
information supplied by the indemnifying party or the indemnified party and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission; provided, however, that in any
such case, (x) such Purchaser will not be required to contribute any amount in
excess of the public offering price of all such Registerable Securities offered
by it pursuant to such registration statement; and (y) no person or entity
guilty of fraudulent misrepresentation, within the meaning of Section 11(f) of
the Securities Act, will be entitled to contribution from any person or entity
who was not guilty of such fraudulent misrepresentation.

      7. Changes in Common Stock. If, and as often as, there is any change in
the Common Stock by way of a stock split, stock dividend, combination or
reclassification, or through a merger, consolidation, reorganization or
recapitalization where the Company is the surviving entity, appropriate
adjustment shall be made in the provisions hereof so that the rights and
privileges granted hereby to Purchasers shall continue with respect to the
Common Stock as so changed.


                                       6
<PAGE>

      8. Miscellaneous.

      (a) The rights granted to Purchasers hereunder may not be assigned to any
other person, except to transferees of the Notes and/or the Warrants.

      (b) Except as otherwise expressly provided herein, any notice required or
desired to be served, given or delivered hereunder shall be in writing, and
shall be deemed to have been validly served, given or delivered upon the earlier
of (i) personal delivery to the address set forth below, or (ii) in the case of
notice by Federal Express or other reputable overnight courier service, two (2)
business days after delivery to such courier service, addressed to the party to
be notified as follows:

                  if to the Company or to a Purchaser, at the address of such
            party set forth in the Purchase Agreement.

      (c) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to conflict-of-laws principles
which would require the application of the laws of another jurisdiction.

      (d) This Agreement may not be amended or modified, and no provision hereof
may be waived, without the written consent of the Company and all of the
Purchasers.

      (e) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]


                                       7
<PAGE>

      (f) The provisions of Section 2 above to the contrary notwithstanding, the
Company's obligation to file a registration statement, or cause such
registration statement to become and remain effective, shall be suspended for a
period not to exceed 30 days in any 12-month period if there exists at the time
material non-public information relating to the Company which, in the reasonable
opinion of the Company, based on the advice of counsel, should not be disclosed.

      (g) If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of this Agreement, and
this Agreement shall be carried out as if any such illegal, invalid or
unenforceable provision were not contained herein.

      (h) As used in this Agreement, the masculine, feminine or neutral gender
and the singular or plural number shall be deemed to include the others whenever
the context so indicates or requires.

      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by a duly authorized officer, and each Purchaser has duly executed this
Agreement, as of the date first written above.

                                            MILESTONE SCIENTIFIC INC.

                                            ---------------------------------
                                            by: Leonard Osser, Chairman and
                                            Chief Executive Officer


                                            PURCHASER:

                                            --------------------------------
                                                   K. Tucker Andersen


                                       8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>SECURITY AGREEMENT
<TEXT>


                                   Exhibit 4.7

            SECURITY AGREEMENT dated as of the 31st day of January, 2000, among
MILESTONE SCIENTIFIC INC., a Delaware corporation (the "Borrower"), each of the
Lenders named on the signature page hereof ( each a "Lender" and collectively
the "Lenders"), and the agent for the Lenders named on the signature page
hereof.

            WHEREAS, simultaneously with the execution and delivery hereof, the
Borrower and each of the Lenders have entered into a Purchase Agreement (the
"Purchase Agreement") under which the Lenders have lent Borrower an aggregate of
$700,000 evidenced by Promissory Notes (the "Notes"); and,

            WHEREAS, Borrower has agreed to grant the Lenders a security
interest in certain collateral securing the Notes.

            NOW, THEREFORE, in consideration of the mutual covenants made herein
and other good and valuable consideration, the Borrower and the Lenders hereby
agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

            1.1 The term "Agent" means the agent for the Lenders appointed as
set forth in Section 5.8 hereof or any successor agent thereto.

            1.2 The term "Agreement" means and includes this Security Agreement,
any concurrent or subsequent rider hereto and any extensions, supplements,
amendments, modifications or replacements to this Security Agreement and any
such rider.

            1.3 The term "Collateral" means all of the raw material,
work-in-process and finished goods inventories of Borrower, all packing
materials, supplies and containers relating to or used in connection with any of
the foregoing, and all accounts receivable or monies generated on the sale of
inventories to the extent of $77.00 per "Wand" Unit and any and all products and
proceeds of the foregoing (including, without limitation, any claims of Borrower
against third parties, for loss or damage to or destruction of any or all of the
Collateral and insurance proceeds), now owned or hereafter acquired by Borrower,
and any and all records, papers and instruments relating to the Collateral.

            1.4 The term "Loan Documents" as used in this Agreement shall mean
this Agreement, the Notes, the Purchase Agreement, and all other documents which
evidence, secure or guaranty repayment of the Loan or other obligations, or
which are otherwise executed in connection therewith.

            1.5 The term "Obligations" as used in this Agreement means the Notes
together with interest accrued thereon, including, without limitation, all
interest, premiums, penalties and other sums, and all costs and expenses of the
Lender which the Borrower is required to pay or reimburse pursuant to this
Agreement or the other Loan Documents.

            1.6 Other capitalized terms used and not defined in this Agreement
shall have the meanings set forth in the Purchase Agreement.


                                       1
<PAGE>

                                    ARTICLE 2

                           GRANT OF SECURITY INTEREST

            2.1 As security for the prompt payment and performance of the
Obligations in accordance with the terms and conditions of the Loan Documents,
the Borrower hereby grants to the Lenders a security interest in, and a
continuing lien upon, the Collateral and a right of set-off against the
Borrower, and for purposes of this Agreement the Borrower hereby assign to the
Lenders the Collateral, and agree that such security interest and right of
set-off shall continue until all of the Obligations have been fully paid and
performed. An amount equal to $77.00 out of the proceeds from the sale of each
unit of "Wand" equipment unit (or the collection of an account receivable
generated upon the sale of such units) shall be deposited by Borrower in a
separate segregated account and shall be remitted to the Lenders as provided for
in the Notes.

            2.2 Borrower has executed and delivered to the Agent on behalf of
the Lenders and/or will execute and deliver to Agent on behalf of the Lenders at
its request at any time and from time to time, in form and substance reasonably
satisfactory to Lenders the following:

                  (a) Uniform Commercial Code financing statements naming the
applicable Collateral as collateral and naming the Borrower as debtor, and the
Lenders as secured parties;

                  (b) Any and all agreements, instruments or other documents as
any Lender shall require, evidencing the Lenders' security interest in the
Collateral;

                  (c) Such other instruments, financing statements, continuation
statements, security agreements, assignments, affidavits, reports, notices,
letters of authority and all other documents that the Lenders may reasonably
request, in form and substance reasonably satisfactory to the Lenders, to
perfect and maintain the perfection of the Lenders' security interest in the
Collateral and in order fully to consummate all of the transactions contemplated
under the Loan Documents. At any time and from time to time the Lenders shall be
entitled to file and/or record any or all such financing statements, instruments
and documents held by it and take all such other actions Lender deems
appropriate to perfect and maintain perfected the security interest granted in
Section 2.1 of this Agreement.

            2.3 In case of an Event of Default, in order to protect the Lenders
from a loss of, or other adverse effect upon their interests in, the Collateral
(whether direct or indirect), the Borrower hereby appoints the Agent as the
Borrower's lawful attorney-in-fact, with limited power: (a) to endorse the
Borrower's name on any checks, notes, acceptances, money orders, drafts or other
forms of payment or security that may come into the Lenders' possession; (b) to
sign the name of the Borrower on any financing statements, continuation
statements, security agreements, letters of authority, notices or similar
documents which must be executed, recorded and/or filed in order to perfect or
maintain the continued perfection of the Lenders' security interest in the
Collateral; (c) to demand, collect, receive payment of, receipt for and give
discharges and releases of any of the Collateral; (d) to commence and prosecute
any and all suits, actions or proceedings at law or in equity in any court of
competent jurisdiction to collect or otherwise realize on any of the Collateral
or to enforce any rights in respect thereof; (e) to initiate, settle,
compromise, compound, adjust or defend any actions, suits or proceedings
relating to or pertaining to any of the Collateral; (f) to sell, transfer,
assign, discount, negotiate or otherwise deal in all or any portion of the
Collateral and generally to perform all other acts necessary or desirable to
realize on, and obtain the benefits of, the Collateral and otherwise to carry
out the intention of this Agreement, as fully and effectively as though the
Lenders were the absolute owners thereof; and (g) to do all things necessary to


                                       2
<PAGE>

carry out the provisions of this Agreement and to perfect and enforce the
security interest of the Lenders in the Collateral. The Borrower hereby ratifies
and approves all lawful acts of the limited power granted in this Section. This
power, being coupled with an interest, is irrevocable until the Obligations have
been fully and finally satisfied and upon such full and final satisfaction shall
be revoked without any further action by the Borrower.

                                    ARTICLE 3

                 REPRESENTATIONS AND WARRANTIES OF THE BORROWER

            3.1 The Borrower represents and warrants to the Lenders that:

                  (a) The Borrower is duly organized, validly existing and in
good standing under the laws of the State of Delaware, and is duly qualified to
transact business in each state where the character of its properties or the
nature of its business makes such qualification necessary. The Borrower has the
power, authority, franchises and licenses (i) to own the Collateral and to carry
on and conduct its business as presently conducted and (ii) to execute and
deliver this Agreement and all other Loan Documents to which it is a party and
to perform each of its obligations hereunder and thereunder. The execution,
delivery and performance by the Borrower of this Agreement and the Loan
Documents has been duly authorized by all requisite corporate action;

                  (b) Neither the execution or delivery of this Agreement or the
Loan Documents, nor the consummation of the transactions contemplated hereby or
thereby, nor the compliance with or performance of the terms and conditions of
this Agreement or the Loan Documents (i) is prevented or limited by, conflicts
with, or will result in the breach or violation of, or a default under the
terms, conditions or provisions of (x) any mortgage, security agreement, lease,
indenture, evidence of indebtedness, loan or financing agreement, partnership
agreement, certificate of incorporation, by-laws or other agreement or
instrument to which the Borrower is a party or by which it is bound or (y) any
provision of law, any order of any court or administrative agency or any rule or
regulation applicable to the Borrower or its business; (ii) requires any consent
or approval of any of the stockholders of the Borrower; or (iii) will result in
the creation or imposition of any lien, upon or with respect to any assets now
owned or hereafter acquired by the Borrower, other than liens in favor of the
Lenders which are contemplated by this Agreement and the Loan Documents. The
Borrower is not in default under, or in violation of, any of its material
obligations under any material contract, agreement or undertaking to which it is
a party or by which it is bound;

                  (c) This Agreement and the other Loan Documents have been duly
executed and delivered by, and are the legal, valid and binding obligations of,
the Borrower, enforceable against it in accordance with their respective terms
except as the same may be limited by applicable bankruptcy, reorganization,
insolvency, moratorium, fraudulent conveyance or similar laws affecting the
enforcement of creditors' rights and the availability of equitable remedies
(regardless of whether such enforceability is considered in a proceeding at law
or in equity).

                  (d) The representations, statements and warranties of the
Borrower set forth in this Agreement in all material respects (i) are true,
correct and complete, (ii) do not contain any untrue statement of a material
fact, and (iii) do not omit to state a material fact necessary in order to make
the statements contained herein or therein not misleading or incomplete.
Borrower understands that all such statements, representations and warranties
have been relied upon as an inducement by the Lenders to enter into the Loan
Documents and the transactions contemplated thereby;


                                       3
<PAGE>

                  (e) Borrower has and will continue to have, except for the
security interests granted hereby, good and marketable title to the Collateral
owned by it or in its possession;

                  (f) The Collateral is free of all liens, security interests
and encumbrances.;

                  (g) This Agreement has been given for value and is hereby
declared to be irrevocable;

                  (h) The priority interest created in favor of the Lenders
pursuant to this Agreement will constitute, upon proper filing of the UCCs and
collateral assignment being given to the Lenders by the Borrower
contemporaneously herein, a first priority perfected security interest in all
Collateral, subject to no other security interest of any other person. Except
for the financing statements in favor of the Lenders, no financing statement
covering any of the Collateral or the proceeds thereof is on file in any public
office or held by any Person.

                  (i) The chief and other places of business of the Borrower,
the books and records relating to the Collateral, and the Collateral are located
at 220 South Orange Avenue, Livingston, New Jersey, 07039, and the Borrower will
not change any of the same without prior written notice to and consent of the
Lenders, which consent shall not be unreasonably withheld;

                  (j) The Collateral is and will be used only in Borrower's
business; and

                  (k) Borrower has made payments or deposits or otherwise
provided for the payments, when due, of all taxes, assessments or contributions
required by law which have been or may be levied or assessed against Borrower,
whether with respect to any of the Collateral, to any wages or salaries paid by
Borrower, or otherwise, and will deliver to the Lenders, on demand, certificates
or other evidence satisfactory to the Lenders attesting thereto.

                                    ARTICLE 4

                            COVENANTS OF THE BORROWER

            4.1 The Borrower will keep or will cause to be kept in a safe place
at its principal offices, at 220 South Orange Avenue, Livingston, New Jersey,
07039, proper and accurate books, records, ledgers, correspondence and other
instruments related to, or connected with, the Collateral. All such books,
records, ledgers, correspondence and other records shall be genuine, complete
and correct at all times. The Lenders shall, at all reasonable times, and upon
reasonable notice, have the right to inspect, audit, verify, check, make
abstracts from such books and records, and upon reasonable request, Borrower
shall deliver photocopies of requested portions thereof, and any correspondence
and other papers pertaining to the Collateral.

            4.2 The Borrower at its own expense shall at all times take all
steps necessary and prudent to preserve and protect the Collateral and the
security interest of the Lenders in the Collateral, including, without
limitation, the following:

                  (a) When necessary or desirable for the perfection or
maintenance of the Lenders' security interest in the Collateral or when
requested to do so by the Lenders, make, stamp or record such entries or legends
on any of the Borrower's books and records relating to the Collateral as the
Agent shall reasonably request from time to time;


                                       4
<PAGE>

                  (b) At the expense of the Borrower, defend the Collateral and
defend and indemnify the Lenders against all claims, liens, security interests,
demands and other encumbrances of third parties, at any time claiming an
interest in the Collateral which is adverse to any security interest granted to
the Lenders;

                  (c) Keep the Collateral free of all liens and encumbrances,
except the security interest granted hereunder and those liens authorized
hereunder;

                  (d) (i) Pay all taxes which are or may become a lien on the
Collateral, promptly when due, and reimburse the Lenders on demand for any such
reasonable expenses or taxes incurred by the Lenders in their sole discretion to
protect their interests, including the expenses of removing any such liens and
(ii) pay or cause to be paid all liens, taxes, assessments and governmental
charges levied, assessed, or imposed upon any of the Collateral when due;

                  (e) Insure the Collateral in the name of and with loss or
damage payable to the Lenders, as its interest may appear, against loss or
damage by fire and other hazards, and extended coverage, theft, burglary, bodily
injury and such other risks, with such companies and in such amounts, as is
reasonably required by the Lenders at any time (all such policies providing 30
days minimum written notice of cancellation to the Lenders), and the Borrower
will deliver to the Agent the original or duplicate policies, or binding
certificates or other evidence satisfactory to the Agent of compliance with the
foregoing insurance provisions, and the Borrower will promptly notify the Agent
of any loss or damage to any of the Collateral or arising from its use;

                  (f) Promptly notify the Agent of any claim, lien, security
interest, right or other encumbrance arising out of or with respect to the
Collateral or any substantial or material damage to any part of the Collateral;
and

                  (g) Promptly upon request of the Agent, at any time, and from
time to time, execute and deliver to the Agent one or more financing statements
and other papers, documents or instruments as may be requested by the Agent.

            4.3 Borrower will not, without the prior written consent of the
Agent, sell (except for sales of items of finished goods inventory in the
ordinary course of the business), assign, pledge, exchange or dispose of any of
the Collateral in any manner whatsoever or attempt to do any of the foregoing or
agree to any modification, waiver or cancellation of, or substitution for, or
any credit, adjustment or allowance on, any of the Collateral. In the event of
any disposition of any of the Collateral, except for sales of finished goods in
the ordinary course of business, the proceeds therefrom will remain Collateral
hereunder. The receipt by the Lenders of all or any part of the proceeds of any
sale, assignment, pledge exchange or disposition of any of the Collateral shall
not be deemed or construed to be a consent by the Lenders to any such sale,
assignment, pledge, exchange or other disposition.

            4.4 Borrower will make payment or deposit or otherwise provide for
the payment, when due, of all taxes, assessments or contributions required by
law which have been or may be levied or assessed against it with respect to any
of the Collateral, and will deliver to the Lenders, on demand, certificates or
other evidence satisfactory to the Lenders attesting thereto.

            4.5 Borrower will use the Collateral owned by it or in its
possession for lawful purposes only, with all reasonable care and caution and in
conformity with all applicable laws, ordinances and regulations. Borrower will
not use the Collateral in any way that will void or impair any insurance
required to be carried in connection therewith.


                                       5
<PAGE>

            4.6 Borrower will, at its expense, perform all acts and execute all
documents requested by the Agent at any time to evidence, perfect, maintain and
enforce the Lenders' security interest in the Collateral or otherwise in
furtherance of the provisions of this Agreement.

            4.7 Borrower hereby assumes all responsibility and liability arising
from its use of its Collateral.

            4.8 Borrower hereby agrees that Agent, may, in its discretion, for
the account and expense of Borrower, pay any amount or do any act required of
the Borrower hereunder or requested by the Lenders to preserve, protect,
maintain or enforce the Obligations, the Collateral or the security interest
granted herein, and which the Borrower fails to do or pay, and any such payment
shall be deemed a part of the Obligations of the Borrower hereunder payable on
demand.

            4.9 Borrower will promptly pay the Agent or the Lenders for any and
all sums, costs, and expenses which the Agent or the Lenders may pay or incur
pursuant to the provisions of this Agreement or in defending, protecting or
enforcing the security interest granted herein or in enforcing payment of the
Obligations, or otherwise, in connection with the provisions hereof, including
but not limited to all court costs, collection charges, travel, and reasonable
attorney's fees, all of which, shall be part of the Obligations and be payable
on demand.

            4.10 At any time the Agent, on behalf of the Lenders, may assign,
transfer and deliver to any transferee of any of the Obligations, any or all of
the Collateral, whereupon the Lenders shall be fully discharged from all
responsibility and the transferee shall be vested with all powers and rights of
the Lenders hereunder with respect thereto, but the Lenders shall retain all
rights and powers with respect to any Collateral not assigned, transferred or
delivered.

            4.11 None of the Collateral shall at any time or times be stored
with a bailee without the prior written consent of the Lenders.

            4.12 Borrower will, from time to time, promptly upon the Agent's
request, deliver to the Agent any and all evidence of ownership of, certificates
of title, or other documents evidencing any interest in, any and all of the
Collateral.

            4.13 Borrower hereby authorizes the Agent to execute and file at any
time or times one or more financing statements with respect to all or any part
of the Collateral, signed only by the Agent.

                                    ARTICLE 5

                      DEFAULT: LENDERS' RIGHTS AND REMEDIES

            5.1 Any one or more of the following events shall constitute an
Event of Default hereunder of Borrower:


                                       6
<PAGE>

                  (a) if any payment of any principal due on the Notes shall not
be paid when due (whether by scheduled maturity, required prepayment,
acceleration or otherwise) or if any payment of any of the Obligations (other
than the principal on the Notes), shall not be paid within three (3) days after
the due date thereof;

                  (b) if Borrower shall default in the performance or observance
of any other covenant, agreement or condition (other than such referred to in
Section 5.1(a) hereof or Sections 4.2 or 4.3 hereof) set forth herein for ten
(10) days or if Borrower shall default in the performance or observance of its
agreements as set forth in Section 4.2 or 4.3 hereof;

                  (c) if (i) any representation or warranty made by Borrower
herein or (ii) any certificate, financial statement, report or opinion delivered
pursuant hereto or, shall prove to have been false, incorrect or misleading in
any material respect on the date as of which made;

                  (d) if the Borrower makes an assignment for the benefit of
creditors, admits in writing its inability to pay its debts as they become due,
generally fails to pay its debts as they become due, files a voluntary petition
under the Federal Bankruptcy Code (as now or hereafter in effect), is
adjudicated bankrupt or insolvent, files any petition or answer seeking for
itself any reorganization, arrangement, composition, readjustment, liquidation
or similar relief under any present or future statute, law or regulation of any
jurisdiction, petitions or applies to any tribunal for any custodian, trustee,
receiver, liquidator or fiscal agent for all or a substantial part of its
properties, or there is commenced against the Borrower such case or proceeding
which is not dismissed within sixty (60) days, or the Borrower files any answer
admitting or not contesting the material allegations of a petition filed against
it in any such case or proceeding, or seeks, approves, consents to or acquiesces
in, any such case or proceeding or in the appointment of any custodian, trustee,
receiver, liquidator or fiscal agent of the Borrower for all or a substantial
part of its property or the board of directors of the Borrower or such Borrower
shall take any action looking to its dissolution or liquidation;

                  (e) if any judgment against a Guarantor or any attachment,
execution, levy or restraining notice against its property remains unpaid,
unstayed on appeal, undischarged, unbonded or undismissed for a period of thirty
(30) days;

                  (f) if Borrower shall default in any payment of principal or
interest on any material obligation for money borrowed (other than the
Obligations) or if any other default under any agreement under which any such
obligation is created or under any instrument securing or evidencing such
obligation, shall have occurred, if the effect of such other default is to
cause, or permit the holder of such obligation to cause, such obligation to
become due prior to its stated maturity;

                  (g) if at any time the Lenders' security interest in the
Collateral is impaired or invalidated, or does not constitute a first priority
perfected security interest;

                  (h) if the validity or enforceability of this Agreement, any
financing statement or any of the Loan Documents is contested or if Borrower
denies liability hereunder or thereunder;

                  (i) in the event of any loss, theft, substantial damage to or
destruction of any of the Collateral not substantially covered by insurance, or
the making or filing of any lien, levy, or execution on, or seizure, attachment
of or garnishment of, any of the Collateral; or

                  (j) there shall be any event or litigation pending or overtly
threatened other than as previously described in Borrower's Quarterly Report on
Form 10-QSB for the quarter ended


                                       7
<PAGE>

September 30, 1999 which has or in Lenders' good faith opinion could reasonably
have a material adverse effect on Borrower's results of operations or tangible
assets.

            5.2 Upon the occurrence of any Event of Default all of the
Obligations shall forthwith automatically be immediately due and payable, and
the Agent shall have all the rights and remedies set forth below in Subsection
5.2(a) through (h) and the Agent may, without further notice or demand and at
the expense of the Borrower, in addition to any one or more of the actions set
forth herein, take any one or more of the following actions:

                  (a) Declare any or all of the Obligations to be immediately
due and payable without presentment, demand, protest, or notice of any kind, all
of which are expressly waived, notwithstanding anything to the contrary
contained in any instrument evidencing any of the Obligations;

                  (b) Without notice to or demand upon Borrower, exercise the
Lenders' right of set-off in and to any and all Collateral;

                  (c) Without notice to or demand upon Borrower, perform such
acts as the Lenders consider necessary or reasonable to protect its security
interest in the Collateral;

                  (d) Demand, sue for, collect and give acquittance for any and
all monies due or to become due upon the Collateral; compromise, prosecute, or
defend any action, claim or proceeding with respect thereto; do any and all
things necessary and proper to carry out the purpose herein contemplated; and
exercise any remedies of a secured creditor under the Uniform Commercial Code as
in effect in the applicable jurisdictions or any other applicable law (including
the giving of any notice that may be required pursuant to the Uniform Commercial
Code as in effect in the applicable jurisdictions or any other applicable law,
at the time of the exercise by the Lenders of any of its remedies hereunder).

                  (e) Receive, endorse, assign or deliver, in its own name or
the name of the Borrower, any and all checks, drafts and other instruments for
the payment of money relating to or constituting part of the Collateral, and any
invoice, freight or express bill, bill of lading, storage or warehouse receipt,
assignment, verification or notice, and Borrower hereby waives notice of
presentment, protest and nonpayment of any instrument so endorsed. Borrower
hereby authorizes Agent to affix Borrower's endorsement to any instrument for
the payment of money and any collecting bank is hereby authorized to consider
such endorsement to be sufficient, valid and effective without duty of inquiry
or responsibility as to such matters. The Agent and the Lenders shall not be
responsible or liable for any loss of all or any part of the Collateral. The
Lenders shall not, under any circumstances, have any liability for any error or
omission made in the settlement, collection or payment or other disposition of
any or all of the Collateral or of any instrument received in payment therefor.
The costs of collection, sale or other disposition, notification and
enforcement, including but not limited to, reasonable counsel fees and
disbursements, shall be borne solely by, or reimbursable to the Lenders by,
Borrower;

                  (f) Notify or require the Borrower to notify any and all
account debtors or parties against which Borrower has a claim that the
Receivables have been assigned to the Lenders and that the Lenders have a
security interest therein and that all payments should be made to the Lenders;
send requests for verification to account debtors; notify post office
authorities to change the address for delivery of mail to the Borrower to an
address designated by the Lenders, and to receive, open, and dispose of all such
mail;

                  (g) With or without judicial process or the aid and assistance
of others, enter upon any premises in which any of the Collateral may be located
and, without resistance or interference


                                       8
<PAGE>

by the Borrower, take possession of any and all of the Collateral; and/or
dispose of any part or all the Collateral at any place and time designated by
the Agent which is reasonably convenient to the intended parties; and/or remove
any part or all of the Collateral from any premises on which any part may be
located for the purpose of effecting sale or other disposition thereof. Borrower
will, at Agent's request, assemble the Collateral and make it available to
Lender for the purpose of Lender's taking possession or removing or putting the
Collateral in saleable form; or

                  (h) With or without taking possession, sell or cause to be
sold, in a commercially reasonable manner upon five days written notice of such
sale (specifying the time and place of such sale) to the Borrower, in one or
more sales, at such price as the Agent may deem adequate, and for cash or on
credit or for future delivery, with or without assumption of any credit risk,
all or any portion of the Collateral, at public or private sale, without demand
or performance or notice of intention to sell or of time or place of sale
(except such notice as may be required by applicable statute and cannot be
waived), and any Lender may be the purchaser of all or any portion of the
Collateral so sold. The purchaser(s) at any such sale shall thereafter hold the
same absolutely, free from any claim or right of whatever kind, including any
equity of redemption, of the Borrower, any such demand, notice, claim, right or
equity being hereby expressly waived and released. The Agent and the Lenders
shall not under any circumstances incur any liability as a result of the sale of
the Collateral or any part thereof, at any sale conducted in accordance with the
foregoing. If any of the Collateral is sold by the Lender upon credit or for
future delivery, the Agent and the Lenders shall not be liable for the failure
of the purchaser to pay for same and in such event the Agent may resell such
Collateral. The Borrower hereby waives any claims against the Agent and the
Lenders arising by reason of the fact that the price at which the Collateral may
have been sold at any private sale was less than the price which might have been
obtained at a public sale or was less than the then total unpaid Obligations so
long as such sale was conducted in a commercially reasonable manner.

            5.3 All payments received after a default in this payment of the
obligation shall be applied as follows:

                  (a) First: to the payment of all fees, costs and expenses
incurred by the Agent or the Lenders as a result of or in connection with the
exercise of the remedies set forth herein;

                  (b) Second: to the payment in full of the Obligations; and

                  (c) Third: the balance, if any, of such proceeds remaining
after payment in full of the foregoing items, to the Borrower or as a court of
competent jurisdiction may otherwise direct. If the amount of the proceeds
received from the sale or other disposition of the Collateral shall be
insufficient to satisfy in full the amounts referred to in paragraphs (a) and
(b) above, the Borrower shall remain and be liable for any such deficiency.

            5.4 Borrower shall pay all costs and expenses, including reasonable
attorneys fees and disbursements incurred in connection with the Lenders'
enforcement and exercise of any of their rights and remedies as herein provided,
whether or not suit is commenced by the Lenders.

            5.5 Upon the default in the payment of an Obligation, the Agent
and/or its agents may immediately take possession of all documentation, records,
and files relating to the Collateral wherever they may be found, or require the
Borrower to assemble such documentation, records and files and make them
available to the Lender at a place designated by the Agent which is reasonably
convenient to the Borrower and the Agent.


                                       9
<PAGE>

            5.6 (a) No remedy conferred upon or reserved to the Agent or Lenders
hereunder is or shall be deemed to be exclusive of any other available remedy or
remedies. Each such remedy shall be distinct, separate and cumulative, shall not
be deemed to be inconsistent with or in exclusion of any other available remedy,
may be exercised in the discretion of the Lenders at any time (provided that it
is not the intention of the parties hereto to waive any applicable statute of
limitations as in effect from time to time), in any manner, and in any order,
and shall be in addition to and separate and distinct from every other remedy
given the Lenders hereunder, or any other security interest given to the
Lenders, by the Borrower with respect to the Collateral, or now or hereafter
existing in favor of the Lenders, at law or in equity or by statute. Without
limiting the generality of the foregoing, the Lenders shall have the right to
exercise any available remedy to recover any amount due and payable hereunder
without regard to whether any other amount is due and payable, and without
prejudice to the Lenders to exercise any available remedy for other Events of
Default existing at the time the earlier action was commenced. Lenders shall,
however, be under no duty or obligation whatsoever to take any action to
preserve any rights of or against any other parties in connection with the
Collateral or to take any action to protect or preserve the Collateral or any
rights of the Borrower therein, or to make collections or enforce payment
thereon, or to participate in any foreclosure or other proceeding in connection
therewith.

                  (b) Any delay, omission or failure by the Lenders to insist
upon the strict performance by the Borrower of any of the covenants, conditions
and agreements herein set forth or to exercise any right or remedy available to
it upon the occurrence of a default in the payment of the Obligations, shall not
impair any such right or remedy or be considered or taken as a waiver or
relinquishment for the future right to insist upon and to enforce, by injunction
or other appropriate legal or equitable remedy, strict compliance by the
Borrower with all of the covenants, conditions and agreements, under the Loan
Documents or otherwise, or of the right to exercise any such rights or remedies
if such default by the Borrower be continued or repeated.

            5.7 Upon the occurrence and during the continuance of an Event of
Default, at the option of the Agent, Borrower's right to make collections on and
receive proceeds of the Collateral and to use or dispose of such collections and
proceeds shall terminate, and any and all proceeds and collections then held or
thereafter received on or on account of the Collateral will be held or received
by Borrower in trust for the Lenders and immediately delivered to the Agent.

            5.8 Appointment of Agent. The Lenders hereby appoint Cumberland
Associates LLC ("Cumberland") to serve, at the expense of the Borrower, as the
Agent to act on behalf of the Lenders hereunder, and Cumberland hereby accepts
such appointment; provided, however, that Cumberland shall have the right, in
its sole discretion, to resign from serving as Agent and to appoint a successor
Agent at any time or from time to time to act on behalf of all of the Lenders at
the Borrower's expense. Each of the Lenders hereby acknowledges and agrees that,
in addition to serving as Agent hereunder, Cumberland is a Lender in connection
with the transactions contemplated in the Loan Documents and is the owner of an
equity interest in the Borrower and, as such, Cumberland shall have the right to
act in such a manner as to protect its own interests without breaching any duty
it may have to the other Lenders. The Lenders hereby waive the right to assert
any claims against Cumberland due to any conflict of interest or any other
matter in connection with its serving as, or appointing a successor as, Agent
hereunder. The Lenders hereby further agree that Cumberland shall not, under any
circumstances or in any event whatsoever, have any liability for any actions it
shall take, or failure or delay in taking action, in connection with serving as,
or appointing a successor as, Agent hereunder provided that Cumberland shall not
have acted in bad faith.

                                    ARTICLE 6


                                       10
<PAGE>

                                     NOTICES

            6.1 All notices, certificates or other communications permitted or
required hereunder shall be conclusively deemed to have been received and shall
be effective on the day on which delivered by hand or telecopier to the
respective address set forth for each party on the signature page(s) hereof or
if sent by registered or certified mail, return receipt requested, postage
prepaid, on the third Business Day after the day on which mailed, addressed to
the Borrower or the Lenders, as the case may be, at such address, or if sent by
overnight courier to the Lenders or the Borrower, as the case may be, the next
business day after being sent by overnight courier. Any party, by notice given
hereunder, may designate a further or different name or address to which
subsequent notices, certificates or communications shall be sent.

                                    ARTICLE 7

                                  MISCELLANEOUS

            7.1 THE BORROWER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS
SECURITY AGREEMENT IS A PART IS A COMMERCIAL TRANSACTION, AND HEREBY VOLUNTARILY
AND KNOWINGLY WAIVES ITS RIGHTS TO NOTICE AND HEARING AS ALLOWED UNDER NEW YORK
LAW, OR OTHERWISE UNDER ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT
REMEDY WHICH THE LENDER MAY DESIRE TO USE.

            7.2 The Borrower waives presentment, demand notice, protest, notice
of acceptance of this Security Agreement, the Loan Documents and the Note,
notice of loans made, credit extended, collateral received or delivered or other
action taken in reliance hereon and all other demands and notices of any
description.

            7.3 Neither the Agent nor the Lenders shall, under any circumstances
or in any event whatsoever, have any liability for any error or omission or
delay of any kind occurring in the liquidation of or realization upon any of the
Collateral, including any instrument received in payment thereof, or any damage
resulting therefrom. The Borrower shall indemnify and hold harmless the Agent
and the Lenders against any claim, loss or damage arising out of the liquidation
of or realization upon any of the Collateral, including any instrument received
in payment thereof.

            7.4 The Borrower hereby waives the right to assert a counterclaim in
any action or proceeding brought against it by the Agent or the Lenders and
waives trial by jury in any action or proceeding brought by any party hereto
against the other or in any counterclaim asserted by the Lenders against the
Borrower, or in any matters whatsoever arising out of or in any way connected
with this Agreement, the Loan Documents or any agreement related thereto.

            7.5 With respect to any claim or action arising under this Agreement
The Borrower hereby (a) irrevocably submits to the exclusive jurisdiction of the
courts of the State of New York and the United States District Court located in
the Borough of Manhattan in New York City, and (b) irrevocably waives any
objection which it may have at any time to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the other
Loan Documents brought in any such court, irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum and further irrevocably waives the right to object, with
respect to such claim, suit, action or proceeding brought in any such court,
that such court does not have


                                       11
<PAGE>

jurisdiction over such party. Nothing in this Agreement will be deemed to
preclude the Lender from bringing an action or proceeding in respect hereof in
any other jurisdiction.

            7.6 This Agreement evidences the entire agreement between the
Borrower and the Lenders with respect to the subject matter hereof. No waiver,
modification or addition to any of the terms hereof shall be deemed effective
unless made in writing, signed by each of the parties hereto. All rights and
obligations of the Borrower and the Lenders shall be governed by, construed
under and enforced in accordance with the laws of the State of New York.

            7.7 This Agreement shall be binding upon and inure to the benefit of
the legal representatives, successors and assigns of the parties.

            7.8 This Agreement may be executed in any number of counterparts,
all of which, when taken together, shall be deemed for all purposes to
constitute one agreement.

            7.9 Any provision of this Agreement which is prohibited by, or
unlawful or unenforceable under, any applicable law of any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition
without invalidating the remaining provisions hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first hereinabove written.


                                    BORROWER:
                                    MILESTONE SCIENTIFIC INC.
                                     A Delaware Corporation

                                    By:_____________________________________
                                          Leonard Osser, Chairman and
                                          Chief Executive Officer

                                    Address for notices:
                                    220 South Orange Avenue
                                    Livingston, New Jersey 07039


                                    AGENT:

                                    CUMBERLAND ASSOCIATES LLC

                                    By:______________________________________

                                    1114 Avenue of the Americas
                                    New York, NY 10036


                                    LENDERS


                                       12
<PAGE>

                                    ___________________________________________
                                          K. TUCKER ANDERSEN

                                    ___________________________________________
                                    CUMBERLAND PARTNERS
                                    by Cumberland Associates LLC, as its
                                    investment advisor

                                    By:_________________________________________


                                    LONGVIEW PARTNERS
                                    by Cumberland Associates LLC, as its
                                    investment advisor

                                    By: ________________________________________


                                    LONGVIEW PARTNERS B, L.P.
                                    by Cumberland Associates LLC, as its
                                    investment advisor

                                    By:_________________________________________


                                    LONGVIEW PARTNERS C, L.P.
                                    by Cumberland Associates LLC, as its
                                    investment advisor

                                    By:_________________________________________


                                    MORSE, ZELNICK, ROSE & LANDER

                                    ___________________________________________
                                    By: Stephen A. Zelnick

                                    450 Park Avenue
                                    New York, NY 10022

                                    ___________________________________________
                                          LEONARD OSSER

                                          c/o Milestone Scientific Inc.


                                       13
<PAGE>

                                          220 South Orange Avenue
                                          Livingston, New Jersey 07039

                                    ___________________________________________
                                          MITCHELL KUHN

                                          c/o Milestone Scientific Inc.
                                          220 South Orange Avenue
                                          Livingston, New Jersey 07039


                                    STRATEGIC RESTRUCTURING PARTNERSHIP LP

                                    By:________________________________________
                                          Richard Haydon

                                          1114 Avenue of the Americas
                                          New York, NY 10036


                                    DANIEL BURACK

                                    By:________________________________________
                                          Daniel Burack

                                          Osborne Road
                                          Harrison, NY 10528


                                       14
<PAGE>


                                    DAVID BIRKENRUTH

                                    By:________________________________________
                                          David Birkenruth

                                          28 Outrigger St., Apt. 5
                                          Marine-del-Rey, CA 90292


                                    EDWARD SCHWARZ and SARAH JANE JELIN

                                    By:_________________________________________
                                          Edward Schwarz

                                    and By:_____________________________________
                                           Sarah Jane Jelin

                                           4 Halsey Place
                                           South Orange, NJ 07079


                                    JAY NELSON

                                    By:_________________________________________
                                           Jay Nelson

                                           1928 Highland Oaks Boulevard
                                           Lutz, FL 33549


                                    KEITH MICHAEL JEREB

                                    By:_________________________________________
                                          Keith Michael Jereb

                                          5524 Alexandria Drive
                                          Lake In The hills, IL 60102


                                    TRICOR SYSTEMS INCORPORATED

                                    By:_________________________________________
                                          Jack Jereb

                                          1650 Todd Farm Drive
                                          Elgin, IL 60123


                                       15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.8
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>AGREEMENT
<TEXT>


                                   Exhibit 4.8

            AGREEMENT dated as of the 31st of January, 2000 between Milestone
Scientific, Inc. ("Milestone") and the undersigned holders of Milestone's
outstanding 3% Convertible Notes.

      1. Milestone hereby agrees to allow each of the undersigned holders of its
3% Convertible Notes to convert such Notes at $1.25 per share, i.e. one half of
the present conversion price, and each of the undersigned agrees to submit his
Notes to Milestone for conversion at that price not later than February 29,
2000.

      2. Each of the undersigned acknowledges that one half of the shares to be
issued on conversion of the Notes have not been registered under the Securities
Act of 1933, as amended, are being acquired for investment without a view to
distribution and will bear a suitable legend to such effect. Milestone hereby
agrees that the Shares issued on conversion of the Notes which are not presently
covered by a Registration Statement shall be deemed to be included within the
definition of "Registerable Securities" set forth in that certain Registration
Rights Agreement between Milestone and the undersigned and shall enjoy all of
the registration rights and other benefits provided for in such Registration
Rights Agreement.

            IN WITNESS WHEREOF the parties have executed this document as of the
day and year first above written.

                                    MILESTONE SCIENTIFIC, INC.


                                    by:________________________________
                                          Leonard Osser, Chairman and
                                          Chief Executive Officer

        Name                                  Face Amount of    No. of Shares
                                              3% Convertible
                                              Notes to be
                                              Converted
                                                   $

        ____________________________________
              K. TUCKER ANDERSEN                250,000           200,000

<PAGE>

        CUMBERLAND PARTNERS
        By Cumberland Associates LLC, as its
        investment advisor

        By:_____________________________         1,150,000         920,000


        LONGVIEW PARTNERS
        by Cumberland Associates LLC, as its
        investment advisor

        By: ________________________________     125,000           100,000


        LONGVIEW PARTNERS B, L.P.
        by Cumberland Associates LLC, as its
        investment advisor

        By:________________________________      165,000           132,000


        LONGVIEW PARTNERS C, L.P.
        by Cumberland Associates LLC, as its
        investment advisor

        By:_____________________________          60,000            48,000


        ________________________________
        LEONARD OSSER                            250,000           200,000


        STRATEGIC RESTRUCTURING PARTNERSHIP LP

        By:___________________________           250,000           200,000
           Richard Haydon

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.9
<SEQUENCE>9
<FILENAME>0009.txt
<DESCRIPTION>WARRANT
<TEXT>


                                   Exhibit 4.9

NEITHER THIS WARRANT NOR THE COMMON STOCK WHICH MAY BE ACQUIRED UPON THE
EXERCISE HEREOF ("WARRANT SHARES"), AS OF THE DATE OF ISSUANCE HEREOF, HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER
THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY
APPLICABLE STATE SECURITIES LAW, OR IN A TRANSACTION WHICH IS EXEMPT FROM
REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

                                                       For the Purchase of 3,571
                                                          shares of Common Stock

No. 0 - 9

                           WARRANT FOR THE PURCHASE OF
                             SHARES OF COMMON STOCK
                          OF MILESTONE SCIENTIFIC INC.
                            (A Delaware corporation)

            Milestone Scientific Inc., a Delaware corporation (the "Company"),
hereby certifies that for value received STRATEGIC RESTRUCTURING PARTNERSHIP LP,
having an address at 1114 Avenue of the Americas, New York, New York 10036, or
registered assigns ("Registered Holder"), is entitled, subject to the terms set
forth below, to purchase from the Company, at any time or from time to time
during the period commencing on January 1, 2000, and ending at 5:00 p.m. on
January 31, 2005, three thousand five hundred and seventy one shares of Common
Stock (subject to adjustment as provided herein), $.001 par value, of the
Company ("Common Stock"), at the following per share purchase prices:

                       Years         Purchase Price
                       2000              $1.75
                       2001              $2.50
                       2002              $5.00
                       2003              $6.00
                     2004 and            $7.00
                   January 2005          $7.00

<PAGE>

The number of shares of Common Stock purchasable upon exercise of this Warrant,
and the purchase price per share, each as adjusted from time to time pursuant to
the provisions of this Warrant, are hereinafter referred to as the "Warrant
Shares" and the "Purchase Price", respectively.

      1. Exercise and Redemption of Warrants.

      Unless the Warrants have been redeemed in accordance with this Section,
the Registered Holder of any Warrant Certificate may exercise the Warrants, in
whole or in part at any time or from time to time at or prior to the close of
business, on the Expiration Date, at which time the Warrant Certificates shall
be and become wholly void and of no value. Warrants may be exercised by their
holders or redeemed by the Company as follows:

      (a) This Warrant may be exercised by Registered Holder, in whole or in
part, by the surrender of this Warrant (with the Notice of Exercise Form
attached hereto as Exhibit I duly executed by Registered Holder) at the
principal office of the Company, or at such other office or agency as the
Company may designate, accompanied by payment in full of an amount equal to the
then applicable Purchase Price multiplied by the number of Warrant Shares then
being purchased upon such exercise.

      (b) Payment may be made either in lawful money of the United States or by
surrender of a Note with a balance of principal plus accrued interest to the
date of surrender equal to or greater than the payment required. If the
principal balance plus accrued interest on the surrendered Notes is greater than
payment required, the Company will promptly pay the difference to the Registered
Holder. Each exercise of this Warrant shall be deemed to have been effected
immediately prior to the close of business on the day on which this Warrant
shall have been surrendered to the Company as provided in subsection l(a) above.
At such time, the person or persons in whose name or names any certificates for
Warrant Shares shall be issuable upon such exercise as provided in subsection
l(c) below shall be deemed to have become the holder or holders of record of the
Warrant Shares represented by such certificates.

      (c) As soon as practicable after the exercise of the purchase right
represented by this Warrant, the Company at its expense will use its best
efforts to cause to be issued in the name of, and delivered to, Registered
Holder, or, subject to the terms and conditions hereof, to such other individual
or entity as Registered Holder (upon payment by Registered Holder of any
applicable transfer taxes) may direct:

                  (i) a certificate or certificates for the number of full
            shares of Warrant Shares to which Registered Holder shall be
            entitled upon such exercise plus, in lieu of any fractional share to
            which


                                       2
<PAGE>

            Registered Holder would otherwise be entitled, cash in an amount
            determined pursuant to Section 3 hereof; and

                  (ii) in case such exercise is in part only, a new warrant or
            warrants (dated the date hereof) of like tenor, stating on the face
            or faces thereof the number of shares currently stated on the face
            of this Warrant (subject to adjustment as provided herein) minus the
            number of such shares purchased by Registered Holder upon such
            exercise as provided in subsection l(a) above.

      (d) In case the registered holder of any Warrant certificate shall
exercise fewer than all of the Warrants evidenced by such certificate, the
Company shall promptly countersign and deliver to the registered holder of such
certificate, or to his duly authorized assigns, a new certificate evidencing the
number of Warrants that were not so exercised.

      (e) Each person in whose name any certificate for securities is issued
upon the exercise of Warrants shall for all purposes be deemed to have become
the holder of record of the securities represented thereby as of, and such
certificate shall be dated, the date upon which the Warrant certificate was duly
surrendered in proper form and payment of the Purchase Price (and of any
applicable taxes or other governmental charges) was made; provided, however,
that if the date of such surrender and payment is a date on which the stock
transfer books of the Company are closed, such person shall be deemed to have
become the record holder of such shares as of, and the certificate for such
shares shall be dated, the next succeeding business day on which the stock
transfer books of the Company are open (whether before, on or after the
Expiration Date) and the Company shall be under no duty to deliver the
certificate for such shares until such date. The Company covenants and agrees
that it shall not cause its stock transfer books to be closed for a period of
more than 10 consecutive business days except upon consolidation, merger, sale
of all or substantially all of its assets, dissolution or liquidation or as
otherwise provided by law. The Company shall pay all documentary, stamp or other
transactional taxes attributable to the issuance or delivery of shares upon
exercise of the Warrants.

      (f) All of the outstanding Warrants issued by the Company on the date
hereof may be redeemed in whole but not in part upon 30 days' written notice at
the option of the Company, commencing six months after the date hereof, if, at
the time notice of such redemption is given by the Company as provided in
Paragraph (g), below, the average Daily Price has exceeded 150% of the then
exercise price for the twenty consecutive trading days immediately preceding the
date of such notice, at a price equal to $.05 per Warrant (the "Redemption
Price"), provided, however, the Company shall not redeem any Warrants if the
underlying shares are not then covered by an effective Registration Statement
under the Securities Act of 1933, as amended. For the purpose of the foregoing
sentence, the term "Daily Price" shall mean, for any relevant day, the closing
price on that day (or if there is no closing price the last bid price) as
reported by the


                                       3
<PAGE>

principal exchange or quotation system on which prices for the Common Stock are
reported. On the redemption date the holders of record of redeemed Warrants
shall be entitled to payment of the Redemption Price upon surrender of such
redeemed Warrants to the Company at its principal office.

      (g) Notice of redemption of Warrants shall be given at least 30 days prior
to the redemption date by mailing, by registered or certified mail, return
receipt requested, a copy of such notice to all of the holders of record of
Warrants at their respective addresses appearing on the books or transfer
records of the Company or such other address designated in writing by the holder
of record to the Company.

      (h) From and after the redemption date, all rights of the Warrantholders
(except the right to receive the Redemption Price) shall terminate.

      2. Adjustments.

      (a) Split, Subdivision or Combination of Shares. If the outstanding shares
of the Company's Common Stock at any time while this Warrant remains outstanding
and unexpired shall be subdivided or split into a greater number of shares, or a
dividend in Common Stock shall be paid in respect of Common Stock, the Purchase
Price in effect immediately prior to such subdivision or at the record date of
such dividend, simultaneously with the effectiveness of such subdivision or
split or immediately after the record date of such dividend (as the case may
be), shall be proportionately decreased. If the outstanding shares of Common
Stock shall be combined or reverse-split into a smaller number of shares, the
Purchase Price in effect immediately prior to such combination or reverse split,
simultaneously with the effectiveness of such combination or reverse split,
shall be proportionately increased. When any adjustment is required to be made
in the Purchase Price, the number of shares of Warrant Shares purchasable upon
the exercise of this Warrant shall be changed to the number determined by
dividing (i) an amount equal to the number of shares issuable upon the exercise
of this Warrant immediately prior to such adjustment, multiplied by the Purchase
Price in effect immediately prior to such adjustment, by (ii) the Purchase Price
in effect immediately after such adjustment.

      (b) Reclassification, Reorganization, Consolidation or Merger. In the case
of any reclassification of the Common Stock (other than a change in par value or
a subdivision or combination as provided for in subsection 2(a) above), or any
reorganization, consolidation or merger of the Company with or into another
corporation (other than a merger or reorganization with respect to which the
Company is the continuing corporation and which does not result in any
reclassification of the Common Stock), or a transfer of all or substantially all
of the assets of the Company, or the payment of a liquidating distribution then,
as part of any such reorganization, reclassification, consolidation, merger,
sale or liquidating distribution, lawful provision shall be made so that
Registered Holder shall have the right thereafter to receive upon the exercise
hereof, the kind and amount of shares of stock or other securities or property


                                       4
<PAGE>

which Registered Holder would have been entitled to receive if, immediately
prior to any such reorganization, reclassification, consolidation, merger, sale
or liquidating distribution, as the case may be, Registered Holder had held the
number of shares of Common Stock which were then purchasable upon the exercise
of this Warrant. In any such case, appropriate adjustment (as reasonably
determined by the Board of Directors of the Company) shall be made in the
application of the provisions set forth herein with respect to the rights and
interests thereafter of Registered Holder such that the provisions set forth in
this Section 2 (including provisions with respect to the Purchase Price) shall
thereafter be applicable, as nearly as is reasonably practicable, in relation to
any shares of stock or other securities or property thereafter deliverable upon
the exercise of this Warrant.

      (c) Price Adjustment. No adjustment in the per share exercise price shall
be required unless such adjustment would require an increase or decrease in the
Purchase Price of at least $0.01, provided, however, that any adjustments which
by reason of this paragraph are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations under this
Section 2 shall be made to the nearest cent or to the nearest 1/lOOth of a
share, as the case may be.

      (d) Price Reduction. Notwithstanding any other provision set forth in this
Warrant, at any time and from time to time during the period that this Warrant
is exercisable, the Company in its sole discretion may reduce the Purchase Price
or extend the period during which this Warrant is exercisable.

      (e) No Impairment. The Company will not, by amendment of its Articles of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company but will at all times in good
faith assist in the carrying out of all the provisions of this Section 2 and in
the taking of all such actions as may be necessary or appropriate in order to
protect against impairment of the rights of Registered Holder to adjustments in
the Purchase Price.

      (f) Notice of Adjustment. Upon any adjustment of the Purchase Price,
number of shares the Warrants are exercisable for, or extension of the Warrant
exercise period, the Company shall forthwith give written notice thereto to
Registered Holder describing the event requiring the adjustment, stating the
adjusted Purchase Price and the adjusted number of shares purchasable upon the
exercise hereof resulting from such event, and setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is
based.

      3. Fractional Shares. The Company shall not be required upon the exercise
of this Warrant to issue any fractional shares, but shall make an adjustment
thereof in


                                       5
<PAGE>

cash on the basis of the last sale price of the Warrant Shares on the
over-the-counter market as reported by Nasdaq or on a national securities
exchange on the trading day immediately prior to the date of exercise, whichever
is applicable, or if neither is applicable, then on the basis of the then fair
market value of the Warrant Shares as shall be reasonably determined by the
Board of Directors of the Company.

      4. Limitation on Sales. Each holder of this Warrant acknowledges that this
Warrant and the Warrant Shares, as of the date of original issuance of this
Warrant, have not been registered under the Securities Act of 1933, as amended
("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or
otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise
in the absence of (a) an effective registration statement under the Act as to
this Warrant or such Warrant Shares or (b) an opinion of counsel, satisfactory
to the Company, that such registration and qualification are not required. The
Warrant Shares issued upon exercise thereof shall be imprinted with a legend in
substantially the following form:

      "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

      5. Certain Dividends. If the Company pays a dividend or makes a
distribution on the Common Stock ("Dividend"), other than a cash dividend or a
stock dividend payable in shares of Common Stock, then the Company will pay or
distribute to Registered Holder, upon the exercise hereof, in addition to the
Warrant Shares purchased upon such exercise, the Dividend which would have been
paid to such Registered Holder if it had been the owner of record of such
Warrant Shares immediately prior to the date on which a record is taken for such
Dividend or, if no record is taken, the date as of which the record holders of
Common Stock entitled to such Dividend are determined.

      6. Registration Rights of Registered Holder. The Company and Registered
Holder have entered into a Registration Rights Agreement, dated the date hereof,
with respect to the Warrant Shares, pursuant to which the Company has agreed to
use its best efforts to prepare and file a Registration Statement under the Act
("Registration Statement") with the Securities and Exchange Commission and in
such states as shall be reasonably specified by Registered Holder registering
for reoffer and resale the Warrant Shares no later than July 15, 2000.


                                       6
<PAGE>

      7. Notices of Record Date. In case:

                  (a) the Company shall take a record of the holders of its
            Common Stock (or other stock or securities at the time deliverable
            upon the exercise of this Warrant) for the purpose of entitling or
            enabling them to receive any dividend or other distribution, or to
            receive any right to subscribe for or purchase any shares of any
            class or any other securities, or to receive any other right, or

                  (b) of any capital reorganization of the Company, any
            reclassification of the capital stock of the Company, any
            consolidation or merger of the Company with or into another
            corporation (other than a consolidation or merger in which the
            Company is the surviving entity), or any transfer of all or
            substantially all of the assets of the Company, or

                  (c) of the voluntary or involuntary dissolution, liquidation
            or winding-up of the Company,

then, and in each such case, the Company will mail or cause to be mailed to
Registered Holder a notice specifying, as the case may be, (i) the date on which
a record is to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or right, or
(ii) the effective date on which such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation or winding-up is to
take place, and the time, if any is to be fixed, as of which the holders of
record of Common Stock (or such other stock or securities at the time
deliverable upon the exercise of this Warrant) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation or winding-up. Such
notice shall be mailed at least twenty (20) days prior to the record date or
effective date for the event specified in such notice, provided that the failure
to mail such notice shall not affect the legality or validity of any such
action.

      8. Reservation of Stock. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such shares of Common Stock and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant. The Company
shall apply for listing, and obtain such listing, for the Warrant Shares on The
Nasdaq Stock Market and each exchange on which the Common Stock is listed, at
the earliest time that such listing may be obtained in accordance with the rules
and regulations of The Nasdaq Stock Market and the exchange and maintain such
listing until the seventh anniversary of the date of original issuance of this
Warrant. All shares that may be issued upon exercise of this Warrant shall, at
the time of issuance, be duly authorized, fully paid and non-assessable.


                                       7
<PAGE>

      9. Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor. This Warrant is exchangeable for new Warrants (containing
the same terms as this Warrant) each representing the right to purchase such
number of shares as shall be designated by the Registered Holder at the time of
surrender (but not exceeding in the aggregate the remaining number of shares of
Common Stock which may be purchased hereunder.

      10. Participation and Additional Financing. In the event the Company
offers to sell shares of Common Stock, or securities convertible into or
exercisable for Common Stock, at a price per share less than the exercise price
of the Warrants in effect at the time of such proposed sale, other than shares
issued pursuant to employee stock options (the "Offering"), the Purchaser shall
have the right to purchase (the "Purchase Right") in connection with the
Offering, such number of shares of Common Stock as shall equal the product of
(a) the maximum number of shares of Common Stock being offered for sale by the
Company in the Offering and (b) a fraction, the numerator of which is the sum of
(i) the number of shares for which the Warrants held by the Purchaser are then
exercisable and (ii) the number of shares of Common Stock of the Company then
held by the Purchaser and the denominator of which is the total number of shares
of the Company issued and outstanding at such time (without taking into account
the shares of Common Stock being offered in the Offering). The Company shall
give the Purchaser written notice of the Offering and include therein detailed
information concerning the terms of the Offering, including, but not limited to,
the maximum number of shares being offered in the Offering, the purchase price
per share and the maximum number of shares of Common Stock which the Purchaser
has the right to purchase pursuant to this Section 10. The Purchaser shall then
have ten (10) business days within which to notify the Company in writing of its
intention to exercise such Purchaser's Purchase Right and the number of shares
of Common Stock which Purchaser intends to purchase (the "Subject Shares")
pursuant to the Purchase Right. If the Purchaser shall fail to provide the
Company with such written notification, the Company shall have no obligation to
sell, and the Purchaser shall have no right to purchase, any shares of Common
Stock being sold in the Offering. If the Purchaser shall notify the Company of
its intention to exercise such Purchaser's Purchase Right, the Company shall
sell and the Purchaser shall purchase the Subject Shares at such date and time
as shall be mutually agreed to by the parties.


                                       8
<PAGE>

      11. Transfers. etc.

      (a) The Company will maintain a register containing the names and
addresses of Registered Holders. Registered Holder may change its address as
shown on the warrant register by written notice to the Company requesting such
change.

      (b) Until any transfer of this Warrant is made in the warrant register,
the Company may treat Registered Holder as the absolute owner hereof for all
purposes, provided, however, that if and when this Warrant is properly assigned
in blank, the Company may (but shall not be obligated to) treat the bearer
hereof as the absolute owner hereof for all purposes, notwithstanding any notice
to the contrary.

      12. No Rights as Stockholder. Until the exercise of this Warrant,
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company.

      13. Successors. The rights and obligations of the parties to this Warrant
will inure to the benefit of and be binding upon the parties hereto and their
respective heirs, successors, assigns, pledgees, transferees and purchasers.
Without limiting the foregoing, the registration rights set forth in this
Warrant shall inure to the benefit of Registered Holder and Registered Holder's
successors, heirs, pledgees, assignees, transferees and purchasers of this
Warrant and the Warrant Shares.

      14. Change or Waiver. Any term of this Warrant may be changed or waived
only by an instrument in writing signed by the party against which enforcement
of the change or waiver is sought.

      15. Headings. The headings in this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.

      16. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York as such laws are applied to
contracts made and to be fully performed entirely within that state between
residents of that state.

      17. Jurisdiction and Venue. The Company and Registered Holder (i) agree
that any legal suit, action or proceeding arising out of or relating to this
Warrant shall be instituted exclusively in New York State Supreme Court, County
of New York or in the United States District Court for the Southern District of
New York, (ii) waives any objection to the venue of any such suit, action or
proceeding and the right to assert that such forum is not a convenient forum for
such suit, action or proceeding, and (iii) irrevocably consent to the
jurisdiction of the New York State Supreme Court, County of New York, and the
United States District Court for the Southern District of New York in any such
suit, action or proceeding, and the Company and Registered Holder further agree


                                       9
<PAGE>

to accept and acknowledge service or any and all process which may be served in
any such suit, action or proceeding in New York State Supreme Court, County of
New York or in the United States District Court for the Southern District of New
York and agrees that service of process upon it mailed by certified mail to its
address shall be deemed in every respect effective service of process upon it in
any suit, action or proceeding.

      18. Mailing of Notices. etc. All notices and other communications under
this Warrant (except payment) shall be in writing and shall be sufficiently
given if delivered to the addressees in person, by Federal Express or similar
receipt delivery, by facsimile delivery or, if mailed, postage prepaid, by
certified mail, return receipt requested, as follows:

      to Registered Holder:         Strategic Restructuring Partnership LP
                                    1114 Avenue of the Americas
                                    New York, New York 10036

      to the Company:               Milestone Scientific Inc.
                                    220 South Orange Avenue
                                    Livingston, New Jersey 07039
                                    Attention: Leonard Osser, President
                                    Fax: (201) 535-2829

      with a copy to:               Morse, Zelnick, Rose & Lander LLP
                                    450 Park Avenue
                                    New York, New York 10022
                                    Attention: Stephen Zelnick, Esq.
                                    Fax: (212) 838-9190

or to such other address as any of them, by notice to the other may designate
from time to time. Time shall be counted to, or from, as the case may be, the
delivery in person or by mailing.

Dated: January 31, 2000
                                        MILESTONE SCIENTIFIC INC.

                                     By:_________________________
                                        Leonard Osser, Chairman
                                        and Chief Executive Officer


                                       10
<PAGE>

                                    EXHIBIT I

                               NOTICE OF EXERCISE

TO:   Milestone Scientific Inc.
      220 South Orange Avenue
      Livingston, New Jersey 07039

      1. The undersigned hereby elects to purchase________shares of the Common
Stock of Milestone Scientific Inc., pursuant to terms of the attached Warrant,
and tenders herewith payment of the purchase price of such shares in full,
together with all applicable transfer taxes, if any.

      2. Please issue a certificate or certificates representing said shares of
the Common Stock in the name of the undersigned or in such other name as is
specified below. If the attached Warrant is exercisable for a greater number of
shares than the number set forth in paragraph 1, then please issue another
Warrant in the name of the undersigned or in such other name as is specified
below exercisable for the remaining number of shares.

      3. The undersigned represents that it will sell the shares of Common Stock
pursuant to an effective Registration Statement under the Securities Act of
1933, as amended, or an exemption from registration thereunder.

                                     (Name)

                                     (Address)

                                     (Taxpayer Identification Number)

[print name of Registered Holder]

By:

 Title:

 Date:


                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.10
<SEQUENCE>10
<FILENAME>0010.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>


                                  Exhibit 4.10

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL (I) A REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), SHALL HAVE BECOME EFFECTIVE
WITH RESPECT THERETO OR (II) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE
ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN
VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED
UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE.

THIS NOTE IS SUBJECT TO THE TERMS OF A PURCHASE AGREEMENT, DATED AS OF JANUARY
31, 2000, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICES OF MILESTONE
SCIENTIFIC INC.

                            MILESTONE SCIENTIFIC INC.
                       10% SENIOR SECURED PROMISSORY NOTE

$25,000                                                         January 31, 2000
                                                          Livingston, New Jersey

            FOR VALUE RECEIVED, MILESTONE SCIENTIFIC INC., a Delaware
corporation (the "Company" or "Maker") with its principal executive office at
220 South Orange Avenue, Livingston, New Jersey 07039, promises to pay to
STRATEGIC RESTRUCTURING PARTNERSHIP LP, having an address at 1114 Avenue of the
Americas, New York, New York (the "Payee" or the "holder of this Note"), or
registered assigns, the principal amount of TWENTY FIVE THOUSAND DOLLARS
($25,000) in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts, or such other form as shall be acceptable by the Payee in its sole and
absolute discretion together with interest as set forth in Section 1 of this
Note at such times and in such amounts as set forth in Section 2 of this Note,
at Payee's address designated above or at such other place as the Payee shall
have notified the Company in writing at least five (5) days before such payment
is due.

            This Note is one of a series of similar notes (collectively referred
to as the "Notes") issued pursuant to a Purchase Agreement between the Company
and Payee, dated as of January 31, 2000 (the "Agreement"), a copy of which is
available for inspection at the Company's principal office. This Note is
entitled to the benefit of certain terms, conditions, covenants and agreements
contained in the Agreement. Unless otherwise specifically provided herein to the
contrary, capitalized terms used herein shall have the same meaning ascribed to
such terms in the Agreement.

      1. Interest.

            A. Except as otherwise provided in Paragraph B of this Section 1,
interest on the principal amount hereof shall accrue at the rate of 10% per
annum (the "Basic Rate") from

<PAGE>

the date hereof until paid in full. Interest shall be payable semiannually in
arrears on June 15 and December 15 of each year commencing June 15, 2000 (each
such date, an "Interest Payment Date").

            B. (a) If an Event of Default (as defined in the Agreement) shall
have occurred and shall continue while this Note is outstanding, interest on the
unpaid principal balance of this Note shall accrue at a rate equal to the
greater of (i) 3% over the interest rate otherwise then in effect or (ii) the
maximum rate permitted by law (such rate is hereinafter referred to as the
"Default Rate").

                  (b) In the event a registration statement covering any shares
of the Company's Common Stock (as defined below) that may be issued as payment
of interest due on this Note or on exercise of certain warrants being issued
simultaneously with the Notes (collectively, the "Registerable Securities") is
not effective on or before July 15, 2000, in accordance with the terms of a
Registration Rights Agreement between the Company and the Payee, dated even date
herewith, interest on the principal amount hereof shall accrue at the rate of
16% per annum from such date until the earlier of (x) the effective date of a
registration statement covering the Registerable Securities or (y) the date on
which the Registerable Securities are salable pursuant to Rule 144 promulgated
under the Securities Act of 1933, as amended, during a period of not more than
90 days.

            C. Interest as aforesaid shall be calculated on the basis of actual
number of days elapsed over a year of 360 days.

            D. At the option of the Company, interest shall be payable either in
cash or in shares of the Company's common stock, par value $.001 per share (the
"Common Stock"), valued at the average closing bid price per share of Common
Stock for the five trading days ending the day prior to the Interest Payment
Date.

      2. Principal Payments. The Company shall, not later than 30 days after the
end of each calendar quarter, make principal payments on the Notes in an
aggregate amount equal to the number "Wand" equipment units sold during the
preceding calendar quarter multiplied by $77.00 per unit. The aggregate
principal amount payable on the Notes shall be allocated to each Note in the
ratio which the then outstanding balance on each Note bears to the total
outstanding balance of all Notes. The entire remaining outstanding principal
amount of this Note shall be due and payable on the Maturity Date (as defined
below).

      3. Maturity. This Note shall mature, and the entire unpaid principal
amount hereof and all accrued but unpaid interest thereon, shall be due in full
on June 30, 2001 (the "Maturity Date").

      4. Security. This Note is a secured by raw material, work in process and
finished goods inventories and certain proceeds thereof of the Company pursuant
to a Security Agreement dated even date herewith.


                                       2
<PAGE>

      5. Priority. The payment of the entire principal amount of this Note, and
the accrued but unpaid interest hereon, shall be senior in right of payment to
all other indebtedness of the Company whether incurred prior or subsequent to
the date hereof other than (i) any purchase money obligations incurred by the
Company in connection with the purchase of property in the ordinary course of
business, (ii) all payment obligations of the Company pursuant to any
capitalized lease entered into by the Company, (iii) all payables incurred by
the Company in the ordinary course of its business and (iv) the Company's 3%
Convertible Notes.

      6. Events of Default and Remedies.

            A. Events of Default. Each of the following events is herein
referred to as an Event of Default:

                  (i) if any representation or warranty made herein, or in the
Agreement, or in any report, certificate, financial statement or other
instrument furnished in connection with this Note or the Agreement, shall be
false, inaccurate or misleading in any material respect when made or when deemed
made hereunder;

                  (ii) any default in the payment of any principal or interest
hereunder when the same shall be due and payable, whether at the due date
thereof or by acceleration or otherwise;

                  (iii) any material default in the due observance or
performance of any other covenant, condition or agreement to be observed or
performed pursuant to the terms hereof or the Agreement, and the continuance of
such default unremedied for a period of twenty (20) days after written notice
thereof to the Company setting forth in reasonable detail the circumstances of
such Event of Default;

                  (iv) if the Company shall: (A) apply for or consent to the
appointment of a receiver, trustee, custodian or liquidator of it or any of its
properties, (B) admit in writing its inability to pay its debts as they mature,
(C) make a general assignment for the benefit of creditors, (D) be adjudicated a
bankrupt or insolvent or be the subject of an order for relief under Title 11 of
the United States Code, or (E) file a voluntary petition in bankruptcy, or a
petition or an answer seeking reorganization or an arrangement with creditors or
to take advantage or any bankruptcy, reorganization, insolvency, readjustment of
debt, dissolution or liquidation law or statute, or an answer admitting the
material allegations of a petition filed against him or it in any proceeding
under any such law, or (vi) take or permit to be taken any action in furtherance
of or for the purpose of effecting any of the foregoing;

                  (v) if any order, judgment or decree shall be entered, without
the application, approval or consent of the Company, by any court of competent
jurisdiction, approving a petition seeking reorganization of the Company, or
appointing a receiver, trustee, custodian or liquidator of any of the Company,
or of all or any substantial part of its assets, and such order, judgment or
decree shall continue unstayed and in effect for any period of sixty (60)
consecutive days;


                                       3
<PAGE>

                  (vi) there shall be a default (taking into account lapse of
notice, written notice to the Company or both) under any bond, debenture, note
or other evidence of indebtedness for money borrowed or under any mortgage,
indenture or other instrument under which there may be issued or by which there
may be secured or evidenced any indebtedness for money borrowed by the Company,
whether existing on the date hereof or created subsequent to the date hereof,
which default relates to the obligation to pay the principal of or interest on
any such indebtedness and the effect of such default is to cause such
indebtedness to become due prior to its stated maturity; or

                  (vii) if final judgment(s) for the payment of money in excess
of $200,000 individually or $250,000 in the aggregate shall be rendered against
the Company, and the same shall remain undischarged or unbonded for a period of
thirty (30) consecutive days, during which execution shall not be effectively
stayed.

            B. Remedies. Upon the occurrence of any Event of Default, and at all
times thereafter during the continuance thereof: (i) this Note shall, at the
option of the holder thereof, in accordance with Section 13.11 of the Agreement
(except in the case of Sections 7(A)(iv) and (v) hereof, the occurrence of which
shall automatically effect acceleration, regardless of any action or forbearance
in respect of any prior or ongoing default or event of default which may be
inconsistent with such automatic acceleration), become immediately due and
payable, both as to principal, interest and premium, without presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived,
anything contained herein or in the Agreement to the contrary notwithstanding,
(ii) all outstanding obligations under this Note, and all other outstanding
obligations on which the applicable interest rate is determined by reference to
the interest rate under this Note, shall bear interest at the default rate of
interest provided herein, (iii) the holder of this Note may file suit against
the Company on the Note and/or seek specific performance or injunctive relief
hereunder (whether or not a remedy exists at law or is adequate), (iv) the
holder of this Note shall have the right, in accordance with this Note to
exercise any and all remedies as such holder may determine in such holder's
discretion (without any requirement of marshalling of assets, or other such
requirement).

      7. Miscellaneous.

            A. Parties in Interest. All covenants, agreements and undertakings
in this Note binding upon the Company or the Payee shall bind and inure to the
benefit of the permitted successors and assigns of the Company and the Payee,
respectively, whether so expressed or not. Any transferee or transferees of this
Note, by their acceptance hereof, assume the obligations of the Payee in the
Agreement with respect to the conditions and procedures for transfer of this
Note.

            B. Notices. All notices, requests, consents and demands shall be
given or made, and shall become effective, in accordance with the Agreement
executed by the Payee and the Company.

            C. Construction. This Note shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York and


                                       4
<PAGE>

any applicable laws of the United States of America, without giving effect to
the conflicts or choice of law principles thereof.

            D. Enforceability. Maker acknowledges that this Note and Maker's
obligations hereunder are and shall at all times continue to be absolute and
unconditional in all respects, and shall at all times be valid and enforceable
irrespective of any other agreements or circumstances of any nature whatsoever
which might otherwise constitute a defense to this Note and the obligations of
Maker evidenced hereby, unless otherwise expressly evidenced in a writing duly
executed by the holder hereof.

            E. Payment. If the date for any payment due hereunder would
otherwise fall on a day which is not a Business Day, such payment or expiration
date shall be extended to the next following Business Day with interest payable
at the applicable rate specified herein during such extension. "Business Day"
shall mean any day other than a Saturday, Sunday, or any day which shall be in
the City of New York a legal holiday or a day on which banking institutions are
authorized by law to close.

            F. Waiver and Set-off. Maker hereby waives diligence, presentment,
demand, protest and notice of any kind whatsoever. The nonexercise by Payee of
any of its rights hereunder in any particular instance shall not constitute a
waiver thereof in that or any subsequent instance. The Payee, in addition to any
other right available to it under applicable law, shall have the right, at its
option, to immediately set off against this Note any monies owed by the Payee in
any capacity to Maker, whether or not due, upon the occurrence of any Event of
Default, even though such charge is made or entered on the books of Payee
subsequent to those events.

            G. Lost Documents. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Note or
any Note exchanged for it, and (i) in the case of loss, theft or destruction, of
indemnity satisfactory to it and (ii) in the case of mutilation, of surrender
for cancellation of such Note, and, in any case, upon reimbursement to the
Company of all reasonable expenses incidental thereto, the Company will make and
deliver in lieu of such Note a new Note of like tenor and principal amount and
dated as of the original date of this Note.


                                       5
<PAGE>

      IN WITNESS WHEREOF, this Note has been executed and delivered on the date
specified above by the duly authorized representative of the Company.

                                    MILESTONE SCIENTIFIC INC.


                                    by: _____________________________
                                          Leonard Osser, Chairman and
                                          Chief Executive Officer


                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.11
<SEQUENCE>11
<FILENAME>0011.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>


                                  Exhibit 4.11

                            MILESTONE SCIENTIFIC INC.
                           8% SECURED PROMISSORY NOTE

$200,000                                                           July 31, 2000
                                                          Livingston, New Jersey

            FOR VALUE RECEIVED, MILESTONE SCIENTIFIC INC., a Delaware
corporation (the "Company" or "Maker") with its principal executive office at
220 South Orange Avenue, Livingston, New Jersey 07039, promises to pay to K.
Tucker Andersen, having an address at c/o Cumberland Associates LLC, 1114 Avenue
of the Americas, New York, N.Y. 10036 (the "Payee" or the "holder of this Note")
or permitted successors and assigns of the Payee, the principal amount of TWO
HUNDRED THOUSAND DOLLARS AND NO CENTS ($200,000.00) (the "Principal Amount"), in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, or such other
form as shall be acceptable by the Payee in his sole and absolute discretion
together with interest as set forth in Section 1 of this Note at such times and
in such amounts as set forth in Section 2 of this Note, at Payee's address
designated above or at such other place as the Payee shall have notified the
Company before such payment is due.

      1. Interest.

            A. Except as otherwise provided in Paragraph B of this Section 1,
interest on the Principal Amount hereof shall accrue at the rate of 8% per annum
from the date hereof until paid in full. Interest shall be payable quarterly in
arrears on the 1st day of each quarter commencing October 1, 2000 (each such
date, an "Interest Payment Date").

            B. If an Event of Default (as defined in Paragraph 6 below) shall
have occurred and shall continue while this Note is outstanding, interest on
this Note shall accrue at a rate equal to the maximum rate permitted by law
(such rate is hereinafter referred to as the "Default Rate").

            C. Interest as aforesaid shall be calculated on the basis of actual
number of days elapsed over a year of 360 days.

      2. Principal Payments. The Principal Amount of this Note shall be due and
payable on the Maturity Date (as defined in Paragraph 3 below). The Principal
Amount, with interest to date, shall be prepayable at any time without penalty.
On any prepayment interest shall be paid to the date of prepayment.

      3. Maturity. This Note shall mature, and the Principal Amount and all
accrued but unpaid interest thereon, shall be due in full on June 30, 2003 (the
"Maturity Date").

<PAGE>

      4. Security. Subject and subordinate to the security interests granted to
the holders of the series of notes (the "Series Note Holders") issued pursuant
to a Purchase Agreement between the Company and Series Note Holders, dated as of
January 31, 2000 (the "10% Series Notes"), the Company hereby grants to the
Payee a security interest in all the assets of the Company including the raw
material, work in process and finished goods inventories and certain proceeds
thereof, as security for the prompt payment of the principal and accrued
interest on this Note.

      5. Priority. The payment of the Principal Amount, and the accrued but
unpaid interest hereon, shall be subordinate in right of payment to the 10%
Series Notes and senior in right of payment to all other indebtedness of the
Company whether incurred prior or subsequent to the date hereof other than (i)
any purchase money obligations incurred by the Company in connection with the
purchase of property in the ordinary course of business, (ii) all payment
obligations of the Company pursuant to any capitalized lease entered into by the
Company. and (iii) all payables incurred by the Company in the ordinary course
of its business.

      6. Events of Default and Remedies.

            A. Events of Default. Each of the following events is herein
referred to as an Event of Default:

                  (i) any default in the payment of any principal hereunder when
the same shall be due and payable, whether at the Maturity Date or by
acceleration or otherwise;

                  (ii) any default in the payment of any interest hereunder when
the same shall be due and payable not remedied within three (3) days of written
notice given pursuant to Paragraph 7(B) herein, whether at the Interest Payment
Date or by acceleration or otherwise;

                  (iii) any material default in the due observance or
performance of any other covenant, condition or agreement to be observed or
performed pursuant to the terms hereof, and the continuance of such default
unremedied for a period of twenty (20) days after written notice thereof to the
Company setting forth in reasonable detail the circumstances of such Event of
Default;

                  (iv) if the Company shall: (A) apply for or consent to the
appointment of a receiver, trustee, custodian or liquidator of it or any of its
properties, (B) admit in writing its inability to pay its debts as they mature,
(C) make a general assignment for the benefit of creditors, (D) be adjudicated a
bankrupt or insolvent or be the subject of an order for relief under Title 11 of
the United States Code, or (E) file a voluntary petition in bankruptcy, or a
petition or an answer seeking reorganization or an arrangement with creditors or
to take advantage or any bankruptcy, reorganization, insolvency, readjustment of
debt, dissolution or liquidation law or statute, or an answer admitting the
material allegations of a petition filed against him or it in any proceeding
under any such law, or (vi) take or permit to be taken any action in furtherance
of or for the purpose of effecting any of the foregoing;


                                       2
<PAGE>

                  (v) if any order, judgment or decree shall be entered, without
the application, approval or consent of the Company, by any court of competent
jurisdiction, approving a petition seeking reorganization of the Company, or
appointing a receiver, trustee, custodian or liquidator of any of the Company,
or of all or any substantial part of its assets, and such order, judgment or
decree shall continue unstayed and in effect for any period of sixty (60)
consecutive days;

                  (vi) there shall be a default (taking into account lapse of
notice, written notice to the Company or both) under any bond, debenture, note
or other evidence of indebtedness for money borrowed or under any mortgage,
indenture or other instrument under which there may be issued or by which there
may be secured or evidenced any indebtedness for money borrowed by the Company,
whether existing on the date hereof or created subsequent to the date hereof,
which default relates to the obligation to pay the principal of or interest on
any such indebtedness and the effect of such default is to cause such
indebtedness to become due prior to its stated maturity; or

                  (vii) if final judgment(s) for the payment of money in excess
of $200,000 individually or $250,000 in the aggregate shall be rendered against
the Company, and the same shall remain undischarged or unbonded for a period of
thirty (30) consecutive days, during which execution shall not be effectively
stayed.

            B. Remedies. Upon the occurrence of any Event of Default, and at all
times thereafter during the continuance thereof: (i) this Note shall, at the
option of the holder of this Note, become immediately due and payable, both as
to principal, interest and premium, without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived, anything contained
herein to the contrary notwithstanding; (ii) all outstanding obligations under
this Note, and all other outstanding obligations on which the applicable
interest rate is determined by reference to the interest rate under this Note,
shall bear interest at the Default Rate; (iii) the holder of this Note may file
suit against the Company on the Note and/or seek specific performance or
injunctive relief hereunder (whether or not a remedy exists at law or is
adequate); (iv) the holder of this Note shall have the right, in accordance with
this Note to exercise any and all remedies as such holder may determine in such
holder's discretion (without any requirement of marshalling of assets, or other
such requirement).

      7. Conversion.

            If at any time on or after July __, 2000 and on or before May 31,
2003, the Company should complete the sale of any shares of its capital stock
(either in one transaction or a series of related transactions) wherein the
Company raises gross proceeds of at least $1,800,000 (an "Equity Sale"), then,
and in such event, at any time on or after the day on which the Company has
completed such Equity Sale to and including the 30th day after the completion of
such Equity Sale, the Company may upon 3 days prior written notice to the Payee
(and without any further action on the part of the Payee) cause the then unpaid
principal and accrued interest on the Note to be converted into the type of
securities sold in such Equity Sale at a price per share, and on such other
terms and conditions, as are substantially similar to the price per


                                       3
<PAGE>

share and the terms and conditions of such Equity Sale. Upon delivery of this
Note to the Company, the Company will issue such securities to the Payee.

      8. Miscellaneous.

            A. Parties in Interest. All covenants, agreements and undertakings
in this Note binding upon the Company or the Payee shall bind and inure to the
benefit of the permitted successors and assigns of the Company and the Payee,
respectively, whether so expressed or not.

            B. Notice Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed or
sent by certified, registered, or express mail, postage prepaid, and shall be
deemed given when so delivered personally, telegraphed or, if mailed, five days
after the date of deposit in the United States mail as follows:

(i) if to the Maker:          Milestone Scientific Inc.
                              220 South Orange Avenue
                              Livingston, NJ  07039
                              Attn: Thomas M. Stuckey, Chief Financial Officer

(ii) if to the Payee:         K. Tucker Andersen
                              c/o Cumberland Associates LLC
                              1114 Avenue of the Americas
                              New York, N.Y. 10036

            C. Construction. This Note shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York and any applicable laws of the United States of America,
without giving effect to the conflicts or choice of law principles thereof.

            D. Enforceability. Maker acknowledges that this Note and Maker's
obligations hereunder are and shall at all times continue to be absolute and
unconditional in all respects, and shall at all times be valid and enforceable
irrespective of any other agreements or circumstances of any nature whatsoever
which might otherwise constitute a defense to this Note and the obligations of
Maker evidenced hereby, unless otherwise expressly evidenced in a writing duly
executed by the holder of this Note.

            E. Payment. If the date for any payment due hereunder would
otherwise fall on a day which is not a Business Day, such payment or expiration
date shall be extended to the next following Business Day with interest payable
at the applicable rate specified herein during such extension. "Business Day"
shall mean any day other than a Saturday, Sunday, or any day which shall be in
the City of New York a legal holiday or a day on which banking institutions are
authorized by law to close.

            F. Waiver and Set-off. Maker hereby waives diligence, presentment,
demand, protest and notice of any kind whatsoever. The nonexercise by Payee of
any of its


                                       4
<PAGE>

rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance. The Payee, in addition to any other
right available to it under applicable law, shall have the right, at its option,
to immediately set off against this Note any monies owed by the Payee in any
capacity to Maker, whether or not due, upon the occurrence of any Event of
Default, even though such charge is made or entered on the books of Payee
subsequent to those events.

            G. Lost Documents. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Note or
any Note exchanged for it, and (i) in the case of loss, theft or destruction, of
indemnity satisfactory to it and (ii) in the case of mutilation, of surrender
for cancellation of such Note, and, in any case, upon reimbursement to the
Company of all reasonable expenses incidental thereto, the Company will make and
deliver in lieu of such Note a new Note of like tenor and principal amount and
dated as of the original date of this Note.

      IN WITNESS WHEREOF, this Note has been executed and delivered on the date
specified above by the duly authorized representative of the Company.

                                    MILESTONE SCIENTIFIC INC.


                                    By: _____________________________
                                          Mitchell G. Kuhn,
                                          President


                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.12
<SEQUENCE>12
<FILENAME>0012.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>


                                  Exhibit 4.12

                            MILESTONE SCIENTIFIC INC.
                           8% SECURED PROMISSORY NOTE

$300,000                                                           July 31, 2000
                                                          Livingston, New Jersey

            FOR VALUE RECEIVED, MILESTONE SCIENTIFIC INC., a Delaware
corporation (the "Company" or "Maker") with its principal executive office at
220 South Orange Avenue, Livingston, New Jersey 07039, promises to pay to K.
Tucker Andersen, having an address at c/o Cumberland Associates LLC, 1114 Avenue
of the Americas, New York, N.Y. 10036 (the "Payee" or the "holder of this Note")
or permitted successors and assigns of the Payee, the principal amount of THREE
HUNDRED THOUSAND DOLLARS AND NO CENTS ($300,000.00) (the "Principal Amount"), in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, or such other
form as shall be acceptable by the Payee in his sole and absolute discretion
together with interest as set forth in Section 1 of this Note at such times and
in such amounts as set forth in Section 2 of this Note, at Payee's address
designated above or at such other place as the Payee shall have notified the
Company before such payment is due.

      1. Interest.

            A. Except as otherwise provided in Paragraph B of this Section 1,
interest on the Principal Amount hereof shall accrue at the rate of 8% per annum
from the date hereof until paid in full. Interest shall be payable quarterly in
arrears on the 1st day of each quarter commencing October 1, 2000 (each such
date, an "Interest Payment Date").

            B. If an Event of Default (as defined in Paragraph 6 below) shall
have occurred and shall continue while this Note is outstanding, interest on
this Note shall accrue at a rate equal to the maximum rate permitted by law
(such rate is hereinafter referred to as the "Default Rate").

            C. Interest as aforesaid shall be calculated on the basis of actual
number of days elapsed over a year of 360 days.

      2. Principal Payments. The Principal Amount of this Note shall be due and
payable on the Maturity Date (as defined in Paragraph 3 below). The Principal
Amount, with interest to date, shall be prepayable at any time without penalty.
On any prepayment interest shall be paid to the date of prepayment.

      3. Maturity. This Note shall mature, and the Principal Amount and all
accrued but unpaid interest thereon, shall be due in full on June 30, 2003 (the
"Maturity Date").

<PAGE>

      4. Security. Subject and subordinate to the security interests granted to
the holders of the series of notes (the "Series Note Holders") issued pursuant
to a Purchase Agreement between the Company and Series Note Holders, dated as of
January 31, 2000 (the "10% Series Notes"), the Company hereby grants to the
Payee a security interest in all the assets of the Company including the raw
material, work in process and finished goods inventories and certain proceeds
thereof, as security for the prompt payment of the principal and accrued
interest on this Note.

      5. Priority. The payment of the Principal Amount, and the accrued but
unpaid interest hereon, shall be subordinate in right of payment to the 10%
Series Notes and senior in right of payment to all other indebtedness of the
Company whether incurred prior or subsequent to the date hereof other than (i)
any purchase money obligations incurred by the Company in connection with the
purchase of property in the ordinary course of business, (ii) all payment
obligations of the Company pursuant to any capitalized lease entered into by the
Company. and (iii) all payables incurred by the Company in the ordinary course
of its business.

      6. Events of Default and Remedies.

            A. Events of Default. Each of the following events is herein
referred to as an Event of Default:

                  (i) any default in the payment of any principal hereunder when
the same shall be due and payable, whether at the Maturity Date or by
acceleration or otherwise;

                  (ii) any default in the payment of any interest hereunder when
the same shall be due and payable not remedied within three (3) days of written
notice given pursuant to Paragraph 7(B) herein, whether at the Interest Payment
Date or by acceleration or otherwise;

                  (iii) any material default in the due observance or
performance of any other covenant, condition or agreement to be observed or
performed pursuant to the terms hereof, and the continuance of such default
unremedied for a period of twenty (20) days after written notice thereof to the
Company setting forth in reasonable detail the circumstances of such Event of
Default;

                  (iv) if the Company shall: (A) apply for or consent to the
appointment of a receiver, trustee, custodian or liquidator of it or any of its
properties, (B) admit in writing its inability to pay its debts as they mature,
(C) make a general assignment for the benefit of creditors, (D) be adjudicated a
bankrupt or insolvent or be the subject of an order for relief under Title 11 of
the United States Code, or (E) file a voluntary petition in bankruptcy, or a
petition or an answer seeking reorganization or an arrangement with creditors or
to take advantage or any bankruptcy, reorganization, insolvency, readjustment of
debt, dissolution or liquidation law or statute, or an answer admitting the
material allegations of a petition filed against him or it in any proceeding
under any such law, or (vi) take or permit to be taken any action in furtherance
of or for the purpose of effecting any of the foregoing;


                                       2
<PAGE>

                  (v) if any order, judgment or decree shall be entered, without
the application, approval or consent of the Company, by any court of competent
jurisdiction, approving a petition seeking reorganization of the Company, or
appointing a receiver, trustee, custodian or liquidator of any of the Company,
or of all or any substantial part of its assets, and such order, judgment or
decree shall continue unstayed and in effect for any period of sixty (60)
consecutive days;

                  (vi) there shall be a default (taking into account lapse of
notice, written notice to the Company or both) under any bond, debenture, note
or other evidence of indebtedness for money borrowed or under any mortgage,
indenture or other instrument under which there may be issued or by which there
may be secured or evidenced any indebtedness for money borrowed by the Company,
whether existing on the date hereof or created subsequent to the date hereof,
which default relates to the obligation to pay the principal of or interest on
any such indebtedness and the effect of such default is to cause such
indebtedness to become due prior to its stated maturity; or

                  (vii) if final judgment(s) for the payment of money in excess
of $200,000 individually or $250,000 in the aggregate shall be rendered against
the Company, and the same shall remain undischarged or unbonded for a period of
thirty (30) consecutive days, during which execution shall not be effectively
stayed.

            B. Remedies. Upon the occurrence of any Event of Default, and at all
times thereafter during the continuance thereof: (i) this Note shall, at the
option of the holder of this Note, become immediately due and payable, both as
to principal, interest and premium, without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived, anything contained
herein to the contrary notwithstanding; (ii) all outstanding obligations under
this Note, and all other outstanding obligations on which the applicable
interest rate is determined by reference to the interest rate under this Note,
shall bear interest at the Default Rate; (iii) the holder of this Note may file
suit against the Company on the Note and/or seek specific performance or
injunctive relief hereunder (whether or not a remedy exists at law or is
adequate); (iv) the holder of this Note shall have the right, in accordance with
this Note to exercise any and all remedies as such holder may determine in such
holder's discretion (without any requirement of marshalling of assets, or other
such requirement).

      7. Miscellaneous.

            A. Parties in Interest. All covenants, agreements and undertakings
in this Note binding upon the Company or the Payee shall bind and inure to the
benefit of the permitted successors and assigns of the Company and the Payee,
respectively, whether so expressed or not.


                                       3
<PAGE>

            B. Notice Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed or
sent by certified, registered, or express mail, postage prepaid, and shall be
deemed given when so delivered personally, telegraphed or, if mailed, five days
after the date of deposit in the United States mail as follows:

(i) if to the Maker:          Milestone Scientific Inc.
                              220 South Orange Avenue
                              Livingston, NJ  07039
                              Attn: Thomas M. Stuckey, Chief Financial Officer

(ii) if to the Payee:         K. Tucker Andersen
                              c/o Cumberland Associates LLC
                              1114 Avenue of the Americas
                              New York, N.Y. 10036

            C. Construction. This Note shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York and any applicable laws of the United States of America,
without giving effect to the conflicts or choice of law principles thereof.

            D. Enforceability. Maker acknowledges that this Note and Maker's
obligations hereunder are and shall at all times continue to be absolute and
unconditional in all respects, and shall at all times be valid and enforceable
irrespective of any other agreements or circumstances of any nature whatsoever
which might otherwise constitute a defense to this Note and the obligations of
Maker evidenced hereby, unless otherwise expressly evidenced in a writing duly
executed by the holder of this Note.

            E. Payment. If the date for any payment due hereunder would
otherwise fall on a day which is not a Business Day, such payment or expiration
date shall be extended to the next following Business Day with interest payable
at the applicable rate specified herein during such extension. "Business Day"
shall mean any day other than a Saturday, Sunday, or any day which shall be in
the City of New York a legal holiday or a day on which banking institutions are
authorized by law to close.

            F. Waiver and Set-off. Maker hereby waives diligence, presentment,
demand, protest and notice of any kind whatsoever. The nonexercise by Payee of
any of its rights hereunder in any particular instance shall not constitute a
waiver thereof in that or any subsequent instance. The Payee, in addition to any
other right available to it under applicable law, shall have the right, at its
option, to immediately set off against this Note any monies owed by the Payee in
any capacity to Maker, whether or not due, upon the occurrence of any Event of
Default, even though such charge is made or entered on the books of Payee
subsequent to those events.


                                       4
<PAGE>

            G. Lost Documents. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Note or
any Note exchanged for it, and (i) in the case of loss, theft or destruction, of
indemnity satisfactory to it and (ii) in the case of mutilation, of surrender
for cancellation of such Note, and, in any case, upon reimbursement to the
Company of all reasonable expenses incidental thereto, the Company will make and
deliver in lieu of such Note a new Note of like tenor and principal amount and
dated as of the original date of this Note.

      IN WITNESS WHEREOF, this Note has been executed and delivered on the date
specified above by the duly authorized representative of the Company.

                                    MILESTONE SCIENTIFIC INC.


                                    By: _____________________________
                                          Mitchell G. Kuhn,
                                          President


                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.13
<SEQUENCE>13
<FILENAME>0013.txt
<DESCRIPTION>WARRANT
<TEXT>


                                  Exhibit 4.13

NEITHER THIS WARRANT NOR THE COMMON STOCK WHICH MAY BE ACQUIRED UPON THE
EXERCISE HEREOF ("WARRANT SHARES"), AS OF THE DATE OF ISSUANCE HEREOF, HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER
THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY
APPLICABLE STATE SECURITIES LAW, OR IN A TRANSACTION WHICH IS EXEMPT FROM
REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

                                                      For the Purchase of 70,000
                                                          shares of Common Stock

No. KTA-1

                           WARRANT FOR THE PURCHASE OF
                             SHARES OF COMMON STOCK
                          OF MILESTONE SCIENTIFIC INC.
                            (A Delaware corporation)

      Milestone Scientific Inc., a Delaware corporation (the "Company"), hereby
certifies that for value received K. TUCKER ANDERSEN, having an address at c/o
Cumberland Associates LLC, 1114 Avenue of the Americas, New York, New York
10036, or registered assigns ("Registered Holder"), is entitled, subject to the
terms set forth below, to purchase from the Company, at any time or from time to
time during the period commencing on August 1, 2000, and ending at 5:00 p.m. on
July 31, 2005, seventy thousand shares of Common Stock (subject to adjustment as
provided herein), $.001 par value, of the Company ("Common Stock"), at a per
share purchase price of $3.00. The number of shares of Common Stock purchasable
upon exercise of this Warrant, and the purchase price per share, each as
adjusted from time to time pursuant to the provisions of this Warrant, are
hereinafter referred to as the "Warrant Shares" and the "Purchase Price",
respectively.

      1. Exercise and Redemption of Warrants.

      Unless the Warrants have been redeemed in accordance with this Section,
the Registered Holder of any Warrant Certificate may exercise the Warrants, in
whole or in part at any time or from time to time at or prior to the close of
business, on the Expiration Date, at which time the Warrant Certificates shall
be and become wholly void and of no

<PAGE>

value. Warrants may be exercised by their holders or redeemed by the Company as
follows:

      (a) This Warrant may be exercised by Registered Holder, in whole or in
part, by the surrender of this Warrant (with the Notice of Exercise Form
attached hereto as Exhibit I duly executed by Registered Holder) at the
principal office of the Company, or at such other office or agency as the
Company may designate, accompanied by payment in full of an amount equal to the
then applicable Purchase Price multiplied by the number of Warrant Shares then
being purchased upon such exercise.

      (b) Payment may be made either in lawful money of the United States or by
surrender of a note made by the Company and payable to the Registered Holder
with a balance of principal plus accrued and unpaid interest to the date of
surrender equal to the payment required. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
day on which this Warrant shall have been surrendered to the Company as provided
in subsection l(a) above. At such time, the person or persons in whose name or
names any certificates for Warrant Shares shall be issuable upon such exercise
as provided in subsection l(c) below shall be deemed to have become the holder
or holders of record of the Warrant Shares represented by such certificates.

      (c) As soon as practicable after the exercise of the purchase right
represented by this Warrant, the Company at its expense will use its best
efforts to cause to be issued in the name of, and delivered to, Registered
Holder, or, subject to the terms and conditions hereof, to such other individual
or entity as Registered Holder (upon payment by Registered Holder of any
applicable transfer taxes) may direct:

                  (i) a certificate or certificates for the number of full
            shares of Warrant Shares to which Registered Holder shall be
            entitled upon such exercise plus, in lieu of any fractional share to
            which Registered Holder would otherwise be entitled, cash in an
            amount determined pursuant to Section 3 hereof; and

                  (ii) in case such exercise is in part only, a new warrant or
            warrants (dated the date hereof) of like tenor, stating on the face
            or faces thereof the number of shares currently stated on the face
            of this Warrant (subject to adjustment as provided herein) minus the
            number of such shares purchased by Registered Holder upon such
            exercise as provided in subsection l(a) above.

      (d) In case the registered holder of any Warrant certificate shall
exercise fewer than all of the Warrants evidenced by such certificate, the
Company shall promptly countersign and deliver to the registered holder of such
certificate, or to his duly


                                       2
<PAGE>

authorized assigns, a new certificate evidencing the number of Warrants that
were not so exercised.

      (e) Each person in whose name any certificate for securities is issued
upon the exercise of Warrants shall for all purposes be deemed to have become
the holder of record of the securities represented thereby as of, and such
certificate shall be dated, the date upon which the Warrant certificate was duly
surrendered in proper form and payment of the Purchase Price (and of any
applicable taxes or other governmental charges) was made; provided, however,
that if the date of such surrender and payment is a date on which the stock
transfer books of the Company are closed, such person shall be deemed to have
become the record holder of such shares as of, and the certificate for such
shares shall be dated, the next succeeding business day on which the stock
transfer books of the Company are open (whether before, on or after the
Expiration Date) and the Company shall be under no duty to deliver the
certificate for such shares until such date. The Company covenants and agrees
that it shall not cause its stock transfer books to be closed for a period of
more than 10 consecutive business days except upon consolidation, merger, sale
of all or substantially all of its assets, dissolution or liquidation or as
otherwise provided by law. The Company shall pay all documentary, stamp or other
transactional taxes attributable to the issuance or delivery of shares upon
exercise of the Warrants.

      (f) All of the outstanding Warrants issued by the Company on the date
hereof may be redeemed in whole but not in part upon 30 days' written notice at
the option of the Company, commencing six months after the date hereof, if, at
the time notice of such redemption is given by the Company as provided in
Paragraph (g), below, the average Daily Price has exceeded 150% of the then
exercise price for the twenty consecutive trading days immediately preceding the
date of such notice, at a price equal to $.05 per Warrant (the "Redemption
Price"), provided, however, the Company shall not redeem any Warrants if the
underlying shares are not then covered by an effective Registration Statement
under the Securities Act of 1933, as amended. For the purpose of the foregoing
sentence, the term "Daily Price" shall mean, for any relevant day, the closing
price on that day (or if there is no closing price the last bid price) as
reported by the principal exchange or quotation system on which prices for the
Common Stock are reported. On the redemption date the holders of record of
redeemed Warrants shall be entitled to payment of the Redemption Price upon
surrender of such redeemed Warrants to the Company at its principal office.

      (g) Notice of redemption of Warrants shall be given at least 30 days prior
to the redemption date by mailing, by registered or certified mail, return
receipt requested, a copy of such notice to all of the holders of record of
Warrants at their respective addresses appearing on the books or transfer
records of the Company or such other address designated in writing by the holder
of record to the Company.

      (h) From and after the redemption date, all rights of the Warrantholders
(except the right to receive the Redemption Price) shall terminate.


                                       3
<PAGE>

      2. Adjustments.

      (a) Split, Subdivision or Combination of Shares. If the outstanding shares
of the Company's Common Stock at any time while this Warrant remains outstanding
and unexpired shall be subdivided or split into a greater number of shares, or a
dividend in Common Stock shall be paid in respect of Common Stock, the Purchase
Price in effect immediately prior to such subdivision or at the record date of
such dividend, simultaneously with the effectiveness of such subdivision or
split or immediately after the record date of such dividend (as the case may
be), shall be proportionately decreased. If the outstanding shares of Common
Stock shall be combined or reverse-split into a smaller number of shares, the
Purchase Price in effect immediately prior to such combination or reverse split,
simultaneously with the effectiveness of such combination or reverse split,
shall be proportionately increased. When any adjustment is required to be made
in the Purchase Price, the number of shares of Warrant Shares purchasable upon
the exercise of this Warrant shall be changed to the number determined by
dividing (i) an amount equal to the number of shares issuable upon the exercise
of this Warrant immediately prior to such adjustment, multiplied by the Purchase
Price in effect immediately prior to such adjustment, by (ii) the Purchase Price
in effect immediately after such adjustment.

      (b) Reclassification, Reorganization, Consolidation or Merger. In the case
of any reclassification of the Common Stock (other than a change in par value or
a subdivision or combination as provided for in subsection 2(a) above), or any
reorganization, consolidation or merger of the Company with or into another
corporation (other than a merger or reorganization with respect to which the
Company is the continuing corporation and which does not result in any
reclassification of the Common Stock), or a transfer of all or substantially all
of the assets of the Company, or the payment of a liquidating distribution then,
as part of any such reorganization, reclassification, consolidation, merger,
sale or liquidating distribution, lawful provision shall be made so that
Registered Holder shall have the right thereafter to receive upon the exercise
hereof, the kind and amount of shares of stock or other securities or property
which Registered Holder would have been entitled to receive if, immediately
prior to any such reorganization, reclassification, consolidation, merger, sale
or liquidating distribution, as the case may be, Registered Holder had held the
number of shares of Common Stock which were then purchasable upon the exercise
of this Warrant. In any such case, appropriate adjustment (as reasonably
determined by the Board of Directors of the Company) shall be made in the
application of the provisions set forth herein with respect to the rights and
interests thereafter of Registered Holder such that the provisions set forth in
this Section 2 (including provisions with respect to the Purchase Price) shall
thereafter be applicable, as nearly as is reasonably practicable, in relation to
any shares of stock or other securities or property thereafter deliverable upon
the exercise of this Warrant.

      (c) Reset. If at any time while this Warrant remains outstanding the
Company should issue in excess of 100,000 shares of Common Stock (including,
upon


                                       4
<PAGE>

conversion of any note or exercise of any option or warrant granted after the
date hereof) and/or any preferred stock which is convertible into in excess of
100,000 shares of Common Stock (either in one transaction or a series of related
transactions) and the equivalent price per share of Common Stock (the "Per Share
Issuance Price") received by the Company for the issuance of such securities is
less than the Purchase Price, then in effect, then, and in such event, the
Purchase Price shall be reduced to the Per Share Issuance Price; provided
however that no adjustment shall be made in the number of Warrant Shares to
which this Warrant applies. The provisions of the preceding sentence shall not
apply to the issuance of any shares of Common Stock in connection with (i) any
options granted to employees, directors or consultants or (ii) the acquisition
of any business or assets.

      (d) Price Adjustment. No adjustment in the per share exercise price shall
be required unless such adjustment would require an increase or decrease in the
Purchase Price of at least $0.01, provided, however, that any adjustments which
by reason of this paragraph are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations under this
Section 2 shall be made to the nearest cent or to the nearest 1/lOOth of a
share, as the case may be.

      (e) Price Reduction. Notwithstanding any other provision set forth in this
Warrant, at any time and from time to time during the period that this Warrant
is exercisable, the Company in its sole discretion may reduce the Purchase Price
or extend the period during which this Warrant is exercisable.

      (f) No Impairment. The Company will not, by amendment of its Articles of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company but will at all times in good
faith assist in the carrying out of all the provisions of this Section 2 and in
the taking of all such actions as may be necessary or appropriate in order to
protect against impairment of the rights of Registered Holder to adjustments in
the Purchase Price.

      (g) Notice of Adjustment. Upon any adjustment of the Purchase Price,
number of shares the Warrants are exercisable for, or extension of the Warrant
exercise period, the Company shall forthwith give written notice thereto to
Registered Holder describing the event requiring the adjustment, stating the
adjusted Purchase Price and the adjusted number of shares purchasable upon the
exercise hereof resulting from such event, and setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is
based.

      3. Fractional Shares. The Company shall not be required upon the exercise
of this Warrant to issue any fractional shares, but shall make an adjustment
thereof in cash on the basis of the last sale price of the Warrant Shares on the
over-the-counter


                                       5
<PAGE>

market as reported by Nasdaq or on a national securities exchange on the trading
day immediately prior to the date of exercise, whichever is applicable, or if
neither is applicable, then on the basis of the then fair market value of the
Warrant Shares as shall be reasonably determined by the Board of Directors of
the Company.

      4. Limitation on Sales. Each holder of this Warrant acknowledges that this
Warrant and the Warrant Shares, as of the date of original issuance of this
Warrant, have not been registered under the Securities Act of 1933, as amended
("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or
otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise
in the absence of (a) an effective registration statement under the Act as to
this Warrant or such Warrant Shares or (b) an opinion of counsel, satisfactory
to the Company, that such registration and qualification are not required. The
Warrant Shares issued upon exercise thereof shall be imprinted with a legend in
substantially the following form:

      "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

      5. Certain Dividends. If the Company pays a dividend or makes a
distribution on the Common Stock ("Dividend"), other than a cash dividend or a
stock dividend payable in shares of Common Stock, then the Company will pay or
distribute to Registered Holder, upon the exercise hereof, in addition to the
Warrant Shares purchased upon such exercise, the Dividend which would have been
paid to such Registered Holder if it had been the owner of record of such
Warrant Shares immediately prior to the date on which a record is taken for such
Dividend or, if no record is taken, the date as of which the record holders of
Common Stock entitled to such Dividend are determined.

      6. Registration Rights of Registered Holder. The Company and Registered
Holder have entered into a Registration Rights Agreement, dated the date hereof,
with respect to the Warrant Shares, pursuant to which the Company has agreed to
use its reasonable best efforts to prepare and file a Registration Statement
under the Act ("Registration Statement") with the Securities and Exchange
Commission and in such states as shall be reasonably specified by Registered
Holder registering for reoffer and resale the Warrant Shares no later than
January 15, 2001.


                                       6
<PAGE>

7. Notices of Record Date. In case:

                  (a) the Company shall take a record of the holders of its
            Common Stock (or other stock or securities at the time deliverable
            upon the exercise of this Warrant) for the purpose of entitling or
            enabling them to receive any dividend or other distribution, or to
            receive any right to subscribe for or purchase any shares of any
            class or any other securities, or to receive any other right, or

                  (b) of any capital reorganization of the Company, any
            reclassification of the capital stock of the Company, any
            consolidation or merger of the Company with or into another
            corporation (other than a consolidation or merger in which the
            Company is the surviving entity), or any transfer of all or
            substantially all of the assets of the Company, or

                  (c) of the voluntary or involuntary dissolution, liquidation
            or winding-up of the Company,

then, and in each such case, the Company will mail or cause to be mailed to
Registered Holder a notice specifying, as the case may be, (i) the date on which
a record is to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or right, or
(ii) the effective date on which such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation or winding-up is to
take place, and the time, if any is to be fixed, as of which the holders of
record of Common Stock (or such other stock or securities at the time
deliverable upon the exercise of this Warrant) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation or winding-up. Such
notice shall be mailed at least twenty (20) days prior to the record date or
effective date for the event specified in such notice, provided that the failure
to mail such notice shall not affect the legality or validity of any such
action.

      8. Reservation of Stock. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such shares of Common Stock and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant. The Company
shall apply for listing, and obtain such listing, for the Warrant Shares on The
Nasdaq Stock Market and each exchange on which the Common Stock is listed, at
the earliest time that such listing may be obtained in accordance with the rules
and regulations of The Nasdaq Stock Market and the exchange and maintain such
listing until the seventh anniversary of the date of original issuance of this
Warrant. All shares that may be issued upon exercise of this Warrant shall, at
the time of issuance, be duly authorized, fully paid and non-assessable.


                                       7
<PAGE>

      9. Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor. This Warrant is exchangeable for new Warrants (containing
the same terms as this Warrant) each representing the right to purchase such
number of shares as shall be designated by the Registered Holder at the time of
surrender (but not exceeding in the aggregate the remaining number of shares of
Common Stock which may be purchased hereunder.

      10. Participation and Additional Financing. In the event the Company
offers to sell shares of Common Stock, or securities convertible into or
exercisable for Common Stock, at a price per share less than the exercise price
of the Warrants in effect at the time of such proposed sale, other than shares
issued pursuant to employee stock options (the "Offering"), the Purchaser shall
have the right to purchase (the "Purchase Right") in connection with the
Offering, such number of shares of Common Stock as shall equal the product of
(a) the maximum number of shares of Common Stock being offered for sale by the
Company in the Offering and (b) a fraction, the numerator of which is the sum of
(i) the number of shares for which the Warrants held by the Purchaser are then
exercisable and (ii) the number of shares of Common Stock of the Company then
held by the Purchaser and the denominator of which is the total number of shares
of the Company issued and outstanding at such time (without taking into account
the shares of Common Stock being offered in the Offering). The Company shall
give the Purchaser written notice of the Offering and include therein detailed
information concerning the terms of the Offering, including, but not limited to,
the maximum number of shares being offered in the Offering, the purchase price
per share and the maximum number of shares of Common Stock which the Purchaser
has the right to purchase pursuant to this Section 10. The Purchaser shall then
have ten (10) business days within which to notify the Company in writing of its
intention to exercise such Purchaser's Purchase Right and the number of shares
of Common Stock which Purchaser intends to purchase (the "Subject Shares")
pursuant to the Purchase Right. If the Purchaser shall fail to provide the
Company with such written notification, the Company shall have no obligation to
sell, and the Purchaser shall have no right to purchase, any shares of Common
Stock being sold in the Offering. If the Purchaser shall notify the Company of
its intention to exercise such Purchaser's Purchase Right, the Company shall
sell and the Purchaser shall purchase the Subject Shares at such date and time
as shall be mutually agreed to by the parties.

      11. Transfers. etc.

      (a) The Company will maintain a register containing the names and
addresses of Registered Holders. Registered Holder may change its address as
shown on the warrant register by written notice to the Company requesting such
change.


                                       8
<PAGE>

      (b) Until any transfer of this Warrant is made in the warrant register,
the Company may treat Registered Holder as the absolute owner hereof for all
purposes, provided, however, that if and when this Warrant is properly assigned
in blank, the Company may (but shall not be obligated to) treat the bearer
hereof as the absolute owner hereof for all purposes, notwithstanding any notice
to the contrary.

      12. No Rights as Stockholder. Until the exercise of this Warrant,
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company.

      13. Successors. The rights and obligations of the parties to this Warrant
will inure to the benefit of and be binding upon the parties hereto and their
respective heirs, successors, assigns, pledgees, transferees and purchasers.
Without limiting the foregoing, the registration rights set forth in this
Warrant shall inure to the benefit of Registered Holder and Registered Holder's
successors, heirs, pledgees, assignees, transferees and purchasers of this
Warrant and the Warrant Shares.

      14. Change or Waiver. Any term of this Warrant may be changed or waived
only by an instrument in writing signed by the party against which enforcement
of the change or waiver is sought.

      15. Headings. The headings in this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.

      16. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York as such laws are applied to
contracts made and to be fully performed entirely within that state between
residents of that state.

      17. Jurisdiction and Venue. The Company and Registered Holder (i) agree
that any legal suit, action or proceeding arising out of or relating to this
Warrant shall be instituted exclusively in New York State Supreme Court, County
of New York or in the United States District Court for the Southern District of
New York, (ii) waives any objection to the venue of any such suit, action or
proceeding and the right to assert that such forum is not a convenient forum for
such suit, action or proceeding, and (iii) irrevocably consent to the
jurisdiction of the New York State Supreme Court, County of New York, and the
United States District Court for the Southern District of New York in any such
suit, action or proceeding, and the Company and Registered Holder further agree
to accept and acknowledge service or any and all process which may be served in
any such suit, action or proceeding in New York State Supreme Court, County of
New York or in the United States District Court for the Southern District of New
York and agrees that service of process upon it mailed by certified mail to its
address shall be deemed in every respect effective service of process upon it in
any suit, action or proceeding.


                                       9
<PAGE>

      18. Mailing of Notices. etc. All notices and other communications under
this Warrant (except payment) shall be in writing and shall be sufficiently
given if delivered to the addressees in person, by Federal Express or similar
receipt delivery, by facsimile delivery or, if mailed, postage prepaid, by
certified mail, return receipt requested, as follows:

      to Registered Holder:        K. Tucker Andersen
                                   c/o Cumberland Associates LLC
                                   1114 Avenue of the Americas
                                   New York, New York 10036

      to the Company:              Milestone Scientific Inc.
                                   220 South Orange Avenue
                                   Livingston, New Jersey 07039
                                   Attention: Leonard Osser, President
                                   Fax: (201) 535-2829

      with a copy to:              Morse, Zelnick, Rose & Lander LLP
                                   450 Park Avenue
                                   New York, New York 10022
                                   Attention: Stephen Zelnick, Esq.
                                   Fax: (212) 838-9190

or to such other address as any of them, by notice to the other may designate
from time to time. Time shall be counted to, or from, as the case may be, the
delivery in person or by mailing.

Dated: July 31, 2000
                                        MILESTONE SCIENTIFIC INC.

                                    By:_________________________
                                       Leonard Osser, Chairman
                                       and Chief Executive Officer


                                       10
<PAGE>

                                    EXHIBIT I

                               NOTICE OF EXERCISE

TO:   Milestone Scientific Inc.
      220 South Orange Avenue
      Livingston, New Jersey 07039

      1. The undersigned hereby elects to purchase________shares of the Common
Stock of Milestone Scientific Inc., pursuant to terms of the attached Warrant,
and tenders herewith payment of the purchase price of such shares in full,
together with all applicable transfer taxes, if any.

      2. Please issue a certificate or certificates representing said shares of
the Common Stock in the name of the undersigned or in such other name as is
specified below. If the attached Warrant is exercisable for a greater number of
shares than the number set forth in paragraph 1, then please issue another
Warrant in the name of the undersigned or in such other name as is specified
below exercisable for the remaining number of shares.

      3. The undersigned represents that it will sell the shares of Common Stock
pursuant to an effective Registration Statement under the Securities Act of
1933, as amended, or an exemption from registration thereunder.

                                    (Name)

                                    (Address)

                                    (Taxpayer Identification Number)

[print name of Registered Holder]

By:

Title:

Date:


                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.14
<SEQUENCE>14
<FILENAME>0014.txt
<DESCRIPTION>SECURED PROMISSORY NOTES
<TEXT>


                            MILESTONE SCIENTIFIC INC.
                           20% SECURED PROMISSORY NOTE

$60,000.00                                                       August 28, 2000
                                                          Livingston, New Jersey

            FOR VALUE RECEIVED, MILESTONE SCIENTIFIC INC., a Delaware
corporation (the "Company" or "Maker") with its principal executive office at
220 South Orange Avenue, Livingston, New Jersey 07039, promises to pay to:

                        LongView Partners A, L.P.
                        c/o Cumberland Associates
                        1114 Avenue of the Americas
                        New York, NY  10036

(the "Payee" or the "Holder of this Note") or permitted successors and assigns
of the Payee, the principal amount of:

                  Sixty Thousand and 00/100 Dollars ($60,000.00)

(the "Principal Amount"), together with interest thereon, each as set forth in
Sections 1 and 2 of this Note, payable at Payee's address set forth in the
Purchase Agreement for this Note, or at such other place as the Payee shall have
notified the Company before any principal or interest payment date.

      1. Interest.

            A. Except as otherwise provided in Paragraph B of this Section 1,
interest on the Principal Amount hereof shall accrue at the rate of 20% per
annum from the date hereof until paid in full. Interest shall be payable
quarterly in arrears on the 1st day of each quarter commencing October 1, 2000
(each such date, an "Interest Payment Date"), in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts, or, at the option of the Maker, through
issuance to the Payee of a new secured promissory note ( an "Interest Payment
Note") in the face amount of such interest payment. Interest Payment Notes shall
be identical in form to this Note, except that interest thereon shall be due at
the Maturity Date, as defined below.

            B. If an Event of Default (as defined in Paragraph 6 below) shall
have occurred and shall continue while this Note is outstanding, interest on
this Note and any Interest Payment Note shall accrue at a rate equal to the
maximum rate permitted by law (such rate is hereinafter referred to as the
"Default Rate").

            C. Interest shall be calculated on the basis of actual number of
days elapsed over a year of 360 days.

      2. Principal Payments. The Principal Amount of this Note and any Interest
Payment Note and any accrued interest thereon, shall be due and payable on the
Maturity Date (as defined in Paragraph 3 below) in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts, or, at the option of the Maker, through the
issuance after March 31, 2001 of shares of Common Stock, valued as set forth in
Section 7. The Principal Amount

<PAGE>

and the Principal Amount of all related Interest Payment Notes, if any, together
with accrued interest on all such notes to the payment date, shall be prepayable
at any time without penalty.

      3. Maturity. This Note shall mature, and the Principal Amount and all
accrued but unpaid interest thereon shall be due in full, on October 1, 2002
(the "Maturity Date").

      4. Security. Subject and subordinate to the security interests granted to
the holders of the Maker's 10% Secured Notes (the "Series Note Holders") issued
pursuant to a Purchase Agreement dated as of January 31, 2000 the Company hereby
grants to the Payee a security interest in all the tangible and intangible
assets of the Company including the raw material, work in process and finished
goods inventories and certain proceeds thereof, as security for the prompt
payment of the principal and accrued interest on this Note and all Interest
Payment Notes. The security interest granted hereunder shall be shared,
pro-rata, based upon the amounts then owed, including accrued interest, to the
Payee, all other payees under notes in similar form in the aggregate amount,
together with this Note, of $1,000,000, the payees under the Interest Payment
Notes, the holder of the Maker's 9% Secured Note in the face amount of $200,000
and the holder of the Maker's 8% Secured Note and related line of credit in the
aggregate amount of $1,000,000. The Company will execute all documents and make
all filings and take any other actions necessary to perfect the security
interest granted herein.

      5. Priority. The payment of the Principal Amount, the principal amount
under any Interest Payment Note and any accrued but unpaid interest on either
amount, and the principal amounts under obligations sharing the security
interest with this Note on a pro rata basis, together with the accrued but
unpaid interest thereon, shall be subordinate in right of payment to the 10%
Secured Notes and senior in right of payment to all other indebtedness of the
Company whether incurred prior or subsequent to the date hereof other than (i)
any purchase money obligations incurred by the Company in connection with the
purchase of property in the ordinary course of business, (ii) all payment
obligations of the Company pursuant to any capitalized lease entered into by the
Company, and (iii) all payables incurred by the Company in the ordinary course
of its business.

      6. Events of Default and Remedies.

            A. Events of Default. Each of the following events is herein
referred to as an Event of Default:

                  (i) any default in the payment of any principal hereunder when
the same shall be due and payable, whether at the Maturity Date or by
acceleration or otherwise;

                  (ii) any default in the payment of any interest hereunder when
the same shall be due and payable not remedied within three (3) days of written
notice given pursuant to Paragraph 6 (B) herein, whether at the Interest Payment
Date or by acceleration or otherwise;

                  (iii) any material default in the due observance or
performance of any other covenant, condition or agreement to be observed or
performed pursuant to the terms hereof, and the continuance of such default
unremedied for a period of twenty (20) days after written notice thereof to the
Company setting forth in reasonable detail the circumstances of such Event of
Default;

                  (iv) if the Company shall: (A) apply for or consent to the
appointment of a receiver, trustee, custodian or liquidator of it or any of its
properties, (B) admit in writing its inability to pay its debts as they mature,
(C) make a general assignment for the benefit of creditors, (D) be adjudicated a
bankrupt or insolvent or be the subject of an order for relief under Title 11 of
the United


                                       2
<PAGE>

States Code, or (E) file a voluntary petition in bankruptcy, or a petition or an
answer seeking reorganization or an arrangement with creditors or to take
advantage or any bankruptcy, reorganization, insolvency, readjustment of debt,
dissolution or liquidation law or statute, or an answer admitting the material
allegations of a petition filed against him or it in any proceeding under any
such law, or (vi) take or permit to be taken any action in furtherance of or for
the purpose of effecting any of the foregoing;

                  (v) if any order, judgment or decree shall be entered, without
the application, approval or consent of the Company, by any court of competent
jurisdiction, approving a petition seeking reorganization of the Company, or
appointing a receiver, trustee, custodian or liquidator of any of the Company,
or of all or any substantial part of its assets, and such order, judgment or
decree shall continue unstayed and in effect for any period of sixty (60)
consecutive days;

                  (vi) there shall be a default (taking into account lapse of
notice, written notice to the Company or both) under any bond, debenture, note
or other evidence of indebtedness for money borrowed or under any mortgage,
indenture or other instrument under which there may be issued or by which there
may be secured or evidenced any indebtedness for money borrowed by the Company,
whether existing on the date hereof or created subsequent to the date hereof,
which default relates to the obligation to pay the principal of or interest on
any such indebtedness and the effect of such default is to cause such
indebtedness to become due prior to its stated maturity; or

                  (vii) if final judgment(s) for the payment of money in excess
of $200,000 individually or $250,000 in the aggregate shall be rendered against
the Company, and the same shall remain undischarged or unbonded for a period of
thirty (30) consecutive days, during which execution shall not be effectively
stayed.

            B. Remedies. Upon the occurrence of any Event of Default, and at all
times thereafter during the continuance thereof: (i) this Note shall, at the
option of the holder of this Note, become immediately due and payable, both as
to principal, interest and premium, without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived, anything contained
herein to the contrary notwithstanding; (ii) all outstanding obligations under
this Note, and all other outstanding obligations on which the applicable
interest rate is determined by reference to the interest rate under this Note,
shall bear interest at the Default Rate; (iii) the holder of this Note may file
suit against the Company on the Note and/or seek specific performance or
injunctive relief hereunder (whether or not a remedy exists at law or is
adequate); (iv) the holder of this Note shall have the right, in accordance with
this Note to exercise any and all remedies as such holder may determine in such
holders' discretion (without any requirement of marshalling of assets, or other
such requirement).

      7. Issuance of Shares in Payment of Principal and Interest. At any time
after March 31, 2001, the Company may, at its option and upon twenty (20)
trading days prior written notice, pay the principal and accrued interest on the
Note and any Interest Payment Notes by issuing shares of Common Stock valued at
eighty-five (85) percent of the average closing price of the shares during the
first fifteen (15) of the eighteen (18) trading days immediately preceding the
date of payment. If the Company issues shares pursuant to this paragraph then it
will use its reasonable best efforts to file with the Securities and Exchange
Commission no later than sixty (60) days after issuance, a registration
statement under the Securities Act of 1933, as amended, and any applicable state
securities laws registering for reoffer and resale all such shares and shall
further use its best efforts to secure the effectiveness of such registration
statement at the earliest date thereafter and to maintain its effectiveness
until all of the shares covered thereby have been sold, provided, however, that
the Company shall not be obligated to file a registration statement, or keep a
registration statement effective, if all the shares issued pursuant to this
section and


                                       3
<PAGE>

held by the Payee can be sold under Rule 144 within a period of ninety (90) days
from the filing of the applicable form.

      8. Miscellaneous.

            A. Parties in Interest. All covenants, agreements and undertakings
in this Note binding upon the Company or the Payee shall bind and inure to the
benefit of the permitted successors and assigns of the Company and the Payee,
respectively, whether so expressed or not.

            B. Notice Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed or
sent by certified, registered, or express mail, postage prepaid, and shall be
deemed given when so delivered personally, telegraphed or, if mailed, five days
after the date of deposit in the United States mail as follows:

(i) if to the Maker:          Milestone Scientific Inc.
                              220 South Orange Avenue
                              Livingston, NJ  07039
                              Attn: Thomas M. Stuckey, Chief Financial Officer

(ii) if to the Payee:         at the address set forth
                              on Exhibit A to the Purchase
                              Agreement

            C. Construction. This Note shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York and any applicable laws of the United States of America,
without giving effect to the conflicts or choice of law principles thereof.

            D. Enforceability. Maker acknowledges that this Note and Maker's
obligations hereunder are and shall at all times continue to be absolute and
unconditional in all respects, and shall at all times be valid and enforceable
irrespective of any other agreements or circumstances of any nature whatsoever
which might otherwise constitute a defense to this Note and the obligations of
Maker evidenced hereby, unless otherwise expressly evidenced in a writing duly
executed by the holder of this Note.

            E. Payment. If the date for any payment due hereunder would
otherwise fall on a day which is not a Business Day, such payment or expiration
date shall be extended to the next following Business Day with interest payable
at the applicable rate specified herein during such extension. "Business Day"
shall mean any day other than a Saturday, Sunday, or any day which shall be in
the City of New York a legal holiday or a day on which banking institutions are
authorized by law to close.

            F. Waiver and Set-off. Maker hereby waives diligence, presentment,
demand, protest and notice of any kind whatsoever. The nonexercise by Payee of
any of its rights hereunder in any particular instance shall not constitute a
waiver thereof in that or any subsequent instance. The Payees, in addition to
any other right available to it under applicable law, shall have the right, at
its option, to immediately set off against this Note any monies owed by the
Payee in any capacity to Maker, whether or not due, upon the occurrence of any
Event of Default, even though such charge is made or entered on the books of
Payees subsequent to those events.

            G. Lost Documents. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Note or
any Note exchanged for it, and (i) in the case of


                                       4
<PAGE>

loss, theft or destruction, of indemnity satisfactory to it and (ii) in the case
of mutilation, of surrender for cancellation of such Note, and, in any case,
upon reimbursement to the Company of all reasonable expenses incidental thereto,
the Company will make and deliver in lieu of such Note a new Note of like tenor
and principal amount and dated as of the original date of this Note.

      IN WITNESS WHEREOF, this Note has been executed and delivered on the date
specified above by the duly authorized representative of the Company.

                                       MILESTONE SCIENTIFIC INC.


                                       By: _____________________________
                                           Mitchell G. Kuhn,
                                           President


                                       5
<PAGE>

                            MILESTONE SCIENTIFIC INC.
                           20% SECURED PROMISSORY NOTE

$940,000.00                                                      August 28, 2000
                                                          Livingston, New Jersey

            FOR VALUE RECEIVED, MILESTONE SCIENTIFIC INC., a Delaware
corporation (the "Company" or "Maker") with its principal executive office at
220 South Orange Avenue, Livingston, New Jersey 07039, promises to pay to:

                  Cumberland Benchmarked Partners, L.P.,
                  c/o Cumberland Associates
                  1114 Avenue of the Americas
                  New York, NY  10036

(the "Payee" or the "Holder of this Note") or permitted successors and assigns
of the Payee, the principal amount of:

                  Nine Hundred Forty Thousand and 00/100 Dollars ($940,000.00)

(the "Principal Amount"), together with interest thereon, each as set forth in
Sections 1 and 2 of this Note, payable at Payee's address set forth in the
Purchase Agreement for this Note, or at such other place as the Payee shall have
notified the Company before any principal or interest payment date.

      1. Interest.

            A. Except as otherwise provided in Paragraph B of this Section 1,
interest on the Principal Amount hereof shall accrue at the rate of 20% per
annum from the date hereof until paid in full. Interest shall be payable
quarterly in arrears on the 1st day of each quarter commencing October 1, 2000
(each such date, an "Interest Payment Date"), in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts, or, at the option of the Maker, through
issuance to the Payee of a new secured promissory note ( an "Interest Payment
Note") in the face amount of such interest payment. Interest Payment Notes shall
be identical in form to this Note, except that interest thereon shall be due at
the Maturity Date, as defined below.

            B. If an Event of Default (as defined in Paragraph 6 below) shall
have occurred and shall continue while this Note is outstanding, interest on
this Note and any Interest Payment Note shall accrue at a rate equal to the
maximum rate permitted by law (such rate is hereinafter referred to as the
"Default Rate").

            C. Interest shall be calculated on the basis of actual number of
days elapsed over a year of 360 days.

      2. Principal Payments. The Principal Amount of this Note and any Interest
Payment Note and any accrued interest thereon, shall be due and payable on the
Maturity Date (as defined in Paragraph 3 below) in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts, or, at the option of the Maker, through the
issuance after March 31, 2001 of shares of Common Stock, valued as set forth in
Section 7. The Principal Amount

<PAGE>

and the Principal Amount of all related Interest Payment Notes, if any, together
with accrued interest on all such notes to the payment date, shall be prepayable
at any time without penalty.

      3. Maturity. This Note shall mature, and the Principal Amount and all
accrued but unpaid interest thereon shall be due in full, on October 1, 2002
(the "Maturity Date").

      4. Security. Subject and subordinate to the security interests granted to
the holders of the Maker's 10% Secured Notes (the "Series Note Holders") issued
pursuant to a Purchase Agreement dated as of January 31, 2000 the Company hereby
grants to the Payee a security interest in all the tangible and intangible
assets of the Company including the raw material, work in process and finished
goods inventories and certain proceeds thereof, as security for the prompt
payment of the principal and accrued interest on this Note and all Interest
Payment Notes. The security interest granted hereunder shall be shared,
pro-rata, based upon the amounts then owed, including accrued interest, to the
Payee, all other payees under notes in similar form in the aggregate amount,
together with this Note, of $1,000,000, the payees under the Interest Payment
Notes, the holder of the Maker's 9% Secured Note in the face amount of $200,000
and the holder of the Maker's 8% Secured Note and related line of credit in the
aggregate amount of $1,000,000. The Company will execute all documents and make
all filings and take any other actions necessary to perfect the security
interest granted herein.

      5. Priority. The payment of the Principal Amount, the principal amount
under any Interest Payment Note and any accrued but unpaid interest on either
amount, and the principal amounts under obligations sharing the security
interest with this Note on a pro rata basis, together with the accrued but
unpaid interest thereon, shall be subordinate in right of payment to the 10%
Secured Notes and senior in right of payment to all other indebtedness of the
Company whether incurred prior or subsequent to the date hereof other than (i)
any purchase money obligations incurred by the Company in connection with the
purchase of property in the ordinary course of business, (ii) all payment
obligations of the Company pursuant to any capitalized lease entered into by the
Company, and (iii) all payables incurred by the Company in the ordinary course
of its business.

      6. Events of Default and Remedies.

            A. Events of Default. Each of the following events is herein
referred to as an Event of Default:

                  (i) any default in the payment of any principal hereunder when
the same shall be due and payable, whether at the Maturity Date or by
acceleration or otherwise;

                  (ii) any default in the payment of any interest hereunder when
the same shall be due and payable not remedied within three (3) days of written
notice given pursuant to Paragraph 6 (B) herein, whether at the Interest Payment
Date or by acceleration or otherwise;

                  (iii) any material default in the due observance or
performance of any other covenant, condition or agreement to be observed or
performed pursuant to the terms hereof, and the continuance of such default
unremedied for a period of twenty (20) days after written notice thereof to the
Company setting forth in reasonable detail the circumstances of such Event of
Default;

                  (iv) if the Company shall: (A) apply for or consent to the
appointment of a receiver, trustee, custodian or liquidator of it or any of its
properties, (B) admit in writing its inability to pay its debts as they mature,
(C) make a general assignment for the benefit of creditors, (D) be adjudicated a
bankrupt or insolvent or be the subject of an order for relief under Title 11 of
the United


                                       2
<PAGE>

States Code, or (E) file a voluntary petition in bankruptcy, or a petition or an
answer seeking reorganization or an arrangement with creditors or to take
advantage or any bankruptcy, reorganization, insolvency, readjustment of debt,
dissolution or liquidation law or statute, or an answer admitting the material
allegations of a petition filed against him or it in any proceeding under any
such law, or (vi) take or permit to be taken any action in furtherance of or for
the purpose of effecting any of the foregoing;

                  (v) if any order, judgment or decree shall be entered, without
the application, approval or consent of the Company, by any court of competent
jurisdiction, approving a petition seeking reorganization of the Company, or
appointing a receiver, trustee, custodian or liquidator of any of the Company,
or of all or any substantial part of its assets, and such order, judgment or
decree shall continue unstayed and in effect for any period of sixty (60)
consecutive days;

                  (vi) there shall be a default (taking into account lapse of
notice, written notice to the Company or both) under any bond, debenture, note
or other evidence of indebtedness for money borrowed or under any mortgage,
indenture or other instrument under which there may be issued or by which there
may be secured or evidenced any indebtedness for money borrowed by the Company,
whether existing on the date hereof or created subsequent to the date hereof,
which default relates to the obligation to pay the principal of or interest on
any such indebtedness and the effect of such default is to cause such
indebtedness to become due prior to its stated maturity; or

                  (vii) if final judgment(s) for the payment of money in excess
of $200,000 individually or $250,000 in the aggregate shall be rendered against
the Company, and the same shall remain undischarged or unbonded for a period of
thirty (30) consecutive days, during which execution shall not be effectively
stayed.

            B. Remedies. Upon the occurrence of any Event of Default, and at all
times thereafter during the continuance thereof: (i) this Note shall, at the
option of the holder of this Note, become immediately due and payable, both as
to principal, interest and premium, without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived, anything contained
herein to the contrary notwithstanding; (ii) all outstanding obligations under
this Note, and all other outstanding obligations on which the applicable
interest rate is determined by reference to the interest rate under this Note,
shall bear interest at the Default Rate; (iii) the holder of this Note may file
suit against the Company on the Note and/or seek specific performance or
injunctive relief hereunder (whether or not a remedy exists at law or is
adequate); (iv) the holder of this Note shall have the right, in accordance with
this Note to exercise any and all remedies as such holder may determine in such
holders' discretion (without any requirement of marshalling of assets, or other
such requirement).

      7. Issuance of Shares in Payment of Principal and Interest. At any time
after March 31, 2001, the Company may, at its option and upon twenty (20)
trading days prior written notice, pay the principal and accrued interest on the
Note and any Interest Payment Notes by issuing shares of Common Stock valued at
eighty-five (85) percent of the average closing price of the shares during the
first fifteen (15) of the eighteen (18) trading days immediately preceding the
date of payment. If the Company issues shares pursuant to this paragraph then it
will use its reasonable best efforts to file with the Securities and Exchange
Commission no later than sixty (60) days after issuance, a registration
statement under the Securities Act of 1933, as amended, and any applicable state
securities laws registering for reoffer and resale all such shares and shall
further use its best efforts to secure the effectiveness of such registration
statement at the earliest date thereafter and to maintain its effectiveness
until all of the shares covered thereby have been sold, provided, however, that
the Company shall not be obligated to file a registration statement, or keep a
registration statement effective, if all the shares issued pursuant to this
section and


                                       3
<PAGE>

held by the Payee can be sold under Rule 144 within a period of ninety (90) days
from the filing of the applicable form.

      8. Miscellaneous.

            A. Parties in Interest. All covenants, agreements and undertakings
in this Note binding upon the Company or the Payee shall bind and inure to the
benefit of the permitted successors and assigns of the Company and the Payee,
respectively, whether so expressed or not.

            B. Notice Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed or
sent by certified, registered, or express mail, postage prepaid, and shall be
deemed given when so delivered personally, telegraphed or, if mailed, five days
after the date of deposit in the United States mail as follows:

(i) if to the Maker:          Milestone Scientific Inc.
                              220 South Orange Avenue
                              Livingston, NJ  07039
                              Attn: Thomas M. Stuckey, Chief Financial Officer

(ii) if to the Payee:         at the address set forth
                              on Exhibit A to the Purchase
                              Agreement

            C. Construction. This Note shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York and any applicable laws of the United States of America,
without giving effect to the conflicts or choice of law principles thereof.

            D. Enforceability. Maker acknowledges that this Note and Maker's
obligations hereunder are and shall at all times continue to be absolute and
unconditional in all respects, and shall at all times be valid and enforceable
irrespective of any other agreements or circumstances of any nature whatsoever
which might otherwise constitute a defense to this Note and the obligations of
Maker evidenced hereby, unless otherwise expressly evidenced in a writing duly
executed by the holder of this Note.

            E. Payment. If the date for any payment due hereunder would
otherwise fall on a day which is not a Business Day, such payment or expiration
date shall be extended to the next following Business Day with interest payable
at the applicable rate specified herein during such extension. "Business Day"
shall mean any day other than a Saturday, Sunday, or any day which shall be in
the City of New York a legal holiday or a day on which banking institutions are
authorized by law to close.

            F. Waiver and Set-off. Maker hereby waives diligence, presentment,
demand, protest and notice of any kind whatsoever. The nonexercise by Payee of
any of its rights hereunder in any particular instance shall not constitute a
waiver thereof in that or any subsequent instance. The Payees, in addition to
any other right available to it under applicable law, shall have the right, at
its option, to immediately set off against this Note any monies owed by the
Payee in any capacity to Maker, whether or not due, upon the occurrence of any
Event of Default, even though such charge is made or entered on the books of
Payees subsequent to those events.

            G. Lost Documents. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Note or
any Note exchanged for it, and (i) in the case of


                                       4
<PAGE>

loss, theft or destruction, of indemnity satisfactory to it and (ii) in the case
of mutilation, of surrender for cancellation of such Note, and, in any case,
upon reimbursement to the Company of all reasonable expenses incidental thereto,
the Company will make and deliver in lieu of such Note a new Note of like tenor
and principal amount and dated as of the original date of this Note.

      IN WITNESS WHEREOF, this Note has been executed and delivered on the date
specified above by the duly authorized representative of the Company.

                                       MILESTONE SCIENTIFIC INC.


                                       By: _____________________________
                                           Mitchell G. Kuhn,
                                           President


                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>15
<FILENAME>0015.txt
<DESCRIPTION>PURCHASE AND LINE OF CREDIT AGREEMENT
<TEXT>


                                  Exhibit 10.1

                      PURCHASE AND LINE OF CREDIT AGREEMENT

      PURCHASE AGREEMENT (this "Agreement") is made as of July 31, 2000 between
MILESTONE SCIENTIFIC INC., a Delaware corporation, with its principal offices at
220 South Orange Avenue, Livingston, New Jersey 07039 (the "Company"), and K.
Tucker Andersen having an address c/o Cumberland Associates LLC, 1114 Avenue of
the Americas, New York, New York 10036 (the "Purchaser").

      WHEREAS, the Company desires to sell to Purchaser and Purchaser desires to
purchase from the Company (a) $300,000 face amount of its 8% Secured Notes, (the
"Secured Notes"), (b) $200,000 face amount of its 8% Convertible Secured Notes
(the "Convertible Notes" and the Secured Notes are hereinafter collectively
called the "Notes") and (c) warrants to purchase 70,000 shares of Common Stock
(the "Warrants"), substantially in the form annexed hereto as Exhibits A, B, and
C respectively; and

      WHEREAS, the purchaser desires to provide the Company with a $500,000 line
of credit.

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

      1. Purchase and Sale of Notes and Warrants.

            (a) Subject to the terms and conditions hereinafter set forth,
Purchaser hereby subscribes for and agrees to purchase from the Company the
Notes and the Warrants.

            (b) The purchase price for the Notes and Warrants shall be $500,000
(the "Purchase Price"). The Purchase Price is payable by check made payable to
the Company or by wire transfer of funds, contemporaneously with the execution
and delivery of this Agreement. The Notes and Warrants being purchased by
Purchaser will be delivered by the Company on the Closing Date (as defined
below).

      2. Terms of the Notes and Warrants. Except as otherwise set forth in this
Agreement, the terms of the Secured Notes, the Convertible Notes and the
Warrants shall be as set forth in the Secured Notes, the Convertible Notes and
the Warrants, respectively.

      3. Closing. The closing of the transactions contemplated hereby
("Closing") shall take place on a date (the "Closing Date") within three (3)
business days following the satisfaction of the conditions set forth herein and
at such times as shall be determined by the Company at the offices of Morse,
Zelnick, Rose & Lander, LLP, 450 Park Avenue, New York, New York 10022.

      4. Representations and Warranties of the Company. The Company hereby
represents and warrants to Purchaser, which representations and warranties shall
be true and correct as of the date hereof and as of the Closing Date, as
follows:

<PAGE>

            4.1 Organization; Standing and Power. The Company and its
      subsidiaries (a) are corporations duly organized, existing and in good
      standing under the laws of the state of their incorporation, (b) have all
      requisite corporate power and authority to own its properties and to carry
      on their businesses as now conducted and as proposed hereafter to be
      conducted, (c) are duly qualified to do business as foreign corporations
      in each and every jurisdiction where such qualification is necessary
      except where the failure to so qualify would not have a material adverse
      effect on the financial condition, business, operations, assets or
      prospects of the Company and its subsidiaries as a whole and (d) the
      Company has all requisite corporate power and authority to execute and
      deliver, and perform all of its obligations under this Agreement.

            4.2 Capitalization. The total authorized capital stock of the
      Company consists of 25,000,000 shares of Common Stock and no shares of
      preferred stock. As of June 30, 2000, the Company has outstanding
      10,652,898 shares of Common Stock. In addition, there are 1,000,000 shares
      of Common Stock reserved for issuance under the Company's 1997 Stock
      Option Plan of which 850,000 shares are issuable pursuant to the exercise
      of outstanding stock options ranging in exercise price from $1.00 to
      $23.00 per share. The Company also has outstanding other compensatory
      options for 136,000 shares with exercise prices ranging from $5.125 to
      $23.00 per share and warrants and options in connection with financing
      transactions for 226,190 shares at exercise prices ranging from $1.75 to
      $7.00 per share of Common Stock.

            4.3 Authorization. The execution, delivery and performance by the
      Company of its obligations under this Agreement has been duly authorized
      by all requisite corporate action and will not, either prior to or as a
      result of the consummation of the transactions contemplated by this
      Agreement: (a) violate any law, any order of any court or other agency of
      government, any provision of the Certificate of Incorporation or Bylaws of
      the Company or any contract, indenture, agreement or other instrument to
      which the Company is a party, or by which the Company or any of its assets
      or properties are bound, or (b) be in conflict with, result in a breach
      of, or constitute (after the giving of notice or lapse of time or both) a
      default under, or result in the creation or imposition of any lien of any
      nature whatsoever upon any of the property or assets of any Company
      pursuant to, or result in the acceleration of, any such contract,
      indenture, agreement or other instrument. The Company is not required to
      obtain any government approval, consent or authorization from, or to file
      any declaration or statement with, any governmental instrumentality or
      agency in connection with or as a condition to the execution, delivery or
      performance of any of this Agreement other than the filings which have
      heretofore been made. This Agreement is valid, binding and enforceable
      against the Company in accordance with its terms.

            4.4 Non-contravention. To the best of its knowledge, the Company is
      not in violation or breach of or in default with respect to, complying
      with any material provision of any contract, agreement, instrument, lease,
      license, arrangement or understanding to which it is a party, and each
      such contract, agreement, instrument, lease, license,


                                       2
<PAGE>

      arrangement and understanding is in full force and effect and is the
      legal, valid and binding obligation of the Company enforceable as to the
      Company in accordance with its terms (subject to applicable bankruptcy,
      insolvency and other laws affecting the enforceability of creditors'
      rights generally and to general equitable principals). Neither the
      execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will (a) violate any constitution,
      statute, regulation, rule, injunction, judgment, order, decree, ruling,
      charge, or other restriction of any government, governmental agency, or
      court to which the Company is subject or (b) conflict with, result in a
      breach of, constitute a default under, result in the acceleration of,
      create in any party the right to accelerate, terminate, modify, or cancel,
      or require any notice under any agreement, contract, lease, license,
      instrument, or other arrangement to which the Company is a party or by
      which the Company is bound or to which any of the Company's assets are
      subject.

            4.5 Litigation. There is no action, suit or proceeding at law or in
      equity or by or before any governmental instrumentality or other agency
      now pending or, to the knowledge of the Company, threatened in writing
      against the Company, or any of its assets, which, if adversely determined,
      might reasonably be expected to have a material adverse effect on the
      Company's business, operations and financial condition.

            4.6 SEC Filings. The information set forth in the Form 10-KSB for
      the year ended December 31, 1999 and Form 10-QSB for the three month
      period ended March 31, 2000 (collectively, the "SEC Filings") as filed by
      the Company with the Securities and Exchange Commission (the "SEC") is
      true, correct and complete in all material respects as of the respective
      date of each such filing and does not omit to state any material fact
      necessary in order to make the statements therein not misleading. The
      financial statements of the Company as set forth in the SEC Filings have
      been prepared in accordance with GAAP applied on a consistent basis
      throughout the periods covered thereby and fairly present in all material
      respects the financial condition and results of operations of the Company
      as of their respective dates. Since September 30, 1999, there has not been
      any material adverse change in the business, financial condition or
      results of operations of the Company except that the Company has continued
      to operate at a loss. Except for the liabilities set forth in the
      financial statements included in the SEC Filings and liabilities which
      have arisen after March 31, 2000 in the ordinary course of business, the
      Company has no material liability.

            4.7 Due Authorization. The issuance of the Notes has been duly
      authorized by all necessary corporate action and when issued will be the
      legal and binding obligations of the Company enforceable in accordance
      with their terms. The shares of Common Stock issuable upon exercise of the
      Warrants or in respect of interest payable on the Notes have been duly
      authorized and reserved for issuance and, when issued in accordance with
      the terms of the Warrants or issued in respect of interest payable on the
      Notes, as applicable, will be fully paid and non-assessable, free and
      clear of any restrictions on transfer (other than any restrictions under
      the Securities Act of 1933, as amended (the "Securities Act") and state
      securities laws), taxes, security interests,


                                       3
<PAGE>

      options, warrants, purchase rights, contracts, commitments, equities,
      claims, and demands.

            4.8 Securities Law Exemption. Assuming the accuracy of Purchaser's
      representations and warranties set forth herein, the sale of the Notes and
      Warrants pursuant to this Agreement has been made in accordance with the
      provisions and requirements of Regulation D ("Regulation D") or ss.4(6)
      under the Securities Act and any applicable state law.

            4.9 Use of Proceeds. The proceeds from the sale of the Notes and
      Warrants will be used for working capital.

            4.10 Compliance with Laws. The Company is in compliance in all
      material respects with all occupational safety, health, wage and hour,
      employment discrimination, environmental, flammability, labeling, usury
      and other applicable laws which are material to its businesses, and the
      Company is not aware of any state of facts, events, conditions or
      occurrences which may now or hereafter constitute or result in a violation
      of any of such applicable laws, or which may give rise to the assertion of
      any such violation, the effect of which could have a material adverse
      effect on the Company's business, operations and financial condition.

            4.11 Licenses and Permits. The Company has obtained all federal,
      state and local licenses and permits required to be maintained in
      connection with and material to its operations, and all such licenses and
      permits obtained are valid and in full force and effect.

            4.12 Existing Registration Rights. Except for the Registration
      Rights Agreement referred to in Section 7 hereof and (i) the registration
      rights given to the holders of the Company's 3% Senior Convertible Notes,
      (ii) the registration rights given to the holders of the Company's 10%
      Senior Secured Notes and (iii) the registration rights granted to Dr. and
      Mr. Spinello for 88,000 shares the Company is not a party to any agreement
      under which it is obligated to register any of its securities under the
      Securities Act.

            4.13 Patents, Trademarks, Copyrights, Etc. The Company owns or
      validly licenses all patents, patent rights, patent applications,
      licenses, shop rights, trademarks, trademark applications, tradenames,
      copyrights and other proprietary information (collectively "Rights") used
      in the conduct of its business as currently being conducted. To the actual
      knowledge of the Company, the conduct of its business as currently being
      conducted does not conflict with valid rights of others in any way, nor
      has any material use been made of the Rights, except by the Company or by
      other entities duly licensed to use the same.

            4.14 No Other Representations. The Company shall not be deemed to
      have made any representations, warranties, covenants, agreements or
      indemnifications


                                       4
<PAGE>

      pertaining to the subject matter of this Agreement, whether express or
      implied, except to the extent that such representations, warranties,
      covenants, agreements or indemnifications are made in this Agreement or
      the Schedules hereto or in any certificate or other agreement, document or
      instrument delivered pursuant to the provisions of this Agreement.

      5. Representations and Warranties of the Purchasers. The Purchaser hereby
represents and warrants to the Company, which representations and warranties
shall be true and correct as of the date hereof and the Closing Date, as
follows:

            5.1 Authorization of Agreement. The execution, delivery and
      performance of this Agreement has been duly authorized by all necessary
      action on the part of Purchaser, does not violate any laws or regulations
      applicable to Purchaser and is the valid binding and enforceable
      obligation of Purchaser in accordance with its terms.

            5.2 Non-contravention. Neither the execution and the delivery of
      this Agreement, nor the consummation of the transactions contemplated
      hereby, will (a) violate any constitution, statute, regulation, rule,
      injunction, judgment, order, decree, ruling, charge, or other restriction
      of any government, governmental agency, or court to which Purchaser is
      subject or (b) conflict with, result in a breach of, constitute a default
      under, result in the acceleration of, create in any party the right to
      accelerate, terminate, modify, or cancel, or require any notice under any
      agreement, contract, lease, license, instrument, or other arrangement to
      which Purchaser is a party or by which Purchaser is bound or to which any
      of Purchaser's assets are subject.

            5.3 Accredited Investor. Purchaser is an "accredited investor" as
      that term is defined in Rule 501(a) of the Securities Act, and the rules
      promulgated thereunder.

            5.4 Investment. Purchaser acknowledges that this offering of Notes
      and Warrants has not been reviewed by the United States Securities and
      Exchange Commission ("SEC") and that the sale of the Notes and Warrants
      pursuant hereto is intended to be a nonpublic offering pursuant to
      Sections 4(2), 4(6) or 3(b) of the Securities Act. Purchaser represents
      that the Notes or Warrants are being purchased for his own account, for
      investment and not for distribution or resale to others. Purchaser agrees
      that Purchaser will not sell or otherwise transfer the Notes, Warrants or
      the shares of the Common Stock issuable upon exercise of the Warrants
      unless such securities, as the case may be, are registered under the
      Securities Act or unless an exemption from such registration is available.
      Purchaser understands that neither the Notes, Warrants nor the shares of
      Common Stock issuable upon exercise of the Warrants have been registered
      under the Securities Act and they are or will be issued pursuant to a
      specific exemption from the registration provisions of the Securities Act
      which depends upon, among other things, the bona fide nature of the
      investment intent as expressed herein.

            5.5 Access to Data. Purchaser has been given copies of the SEC
      Filings and has had an opportunity to review same. Purchaser has had an
      opportunity to discuss the


                                       5
<PAGE>

      SEC Filings and the Company's business, management and financial affairs
      with the Company's management and the opportunity to review the Company's
      facilities, each to Purchaser's satisfaction. Purchaser understands that
      such discussions, as well as any written information issued or provided by
      the Company, were intended to describe the aspects of the Company's
      business and prospects which the Company believes to be material but were
      not necessarily a thorough or exhaustive description thereof.

            5.6 Speculative Nature of Investment. Purchaser acknowledges that
      the purchase of the Notes and Warrants involves a high degree of risk and
      that (i) an investment in the Company is highly speculative and only
      investors who can afford the loss of their entire investment should
      consider investing in the Company and purchasing Notes and Warrants; (ii)
      Purchaser may not be able to liquidate his investment; (iii)
      transferability of the Notes, Warrants and the shares of Common Stock
      issuable upon exercise of the Warrants is extremely limited; and (iv)
      Purchaser could sustain the loss of his entire investment.

            5.7 Experience. Purchaser acknowledges that he has prior investment
      experience, including investment in non-listed and non-registered
      securities, or has employed the services of an investment advisor,
      attorney or accountant to review all of the documents furnished or made
      available by the Company and to evaluate the merits and risks of such an
      investment on Purchaser's behalf.

            5.8 Lack of Liquidity. Purchaser understands that there is no public
      market for the Notes or Warrants.

            5.9 Legends. Purchaser consents to the placement of a legend on the
      Notes, Warrants, and shares of Common Stock issued on exercise of the
      Warrants, provided they are not then covered by an effective Registration
      Statement, all as set forth in Section 6 of this Agreement.

            5.10 Address. Purchaser hereby represents that the address of
      Purchaser furnished by him in this Agreement is Purchaser's principal
      residence.

            5.11 Registered Representative. Purchaser acknowledges that if he is
      a Registered Representative of a National Association of Securities
      Dealers, Inc. ("NASD") member firm, he must give such firm the notice
      required by the NASD Conduct Rules, or any applicable successor rules of
      the NASD receipt of which must be acknowledged by such firm on the
      signature page hereof.

            5.12 No Other Representations. Purchaser hereby represents that,
      except as set forth herein, no representations or warranties have been
      made to the Purchaser by the Company or any agent, employee or affiliate
      of the Company and in entering into this transaction, Purchaser is not
      relying on any information, other than that contained herein, that
      contained in the SEC Filings and the results of independent investigation
      by the Purchaser. The Purchaser shall not be deemed to have made any
      representations,


                                       6
<PAGE>

      warranties, covenants, agreements or indemnifications pertaining to the
      subject matter of this Agreement, whether express or implied, except to
      the extent that such representations, warranties, covenants, agreements or
      indemnifications are made in this Agreement or the Schedules hereto or in
      any certificate or other agreement, document or instrument delivered
      pursuant to the provisions of this Agreement.

            5.13 No Broker. There is no firm, corporation, agency or other
      entity or person that is entitled to a finder's fee or any type of
      commission in relation to or in connection with the transactions
      contemplated by this Agreement as a result of any agreement or
      understanding with Purchaser or any of its directors, officers, employees
      or agents.

            6. Legends. The Notes and Warrants shall be endorsed with the
      following legend:

      THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT
      BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL (I) A REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") SHALL
      HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (II) RECEIPT BY THE COMPANY
      OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE
      EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH
      SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE
      SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN
      EXCHANGE FOR THIS NOTE.

      THIS SECURITY IS SUBJECT TO THE TERMS OF A PURCHASE AGREEMENT, DATED AS OF
      JULY ____, 2000, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICES OF
      MILESTONE SCIENTIFIC INC.

      7. Registration Rights. The Company and the Purchaser will enter into a
registration rights agreement, substantially in the form annexed hereto as
Exhibit D.

      7A. Line of Credit. The Purchaser hereby agrees to provide to the Company
up to an additional $500,000 principal amount of loans upon the following terms
and conditions:

            (a) Upon 7 days prior written notice from the Company to the
Purchaser specifying the amount requested by the Company (which amount must be
for at least $100,000 of or any multiple thereof) the Purchaser shall loan to
the Company the amount set forth in such request (the "Draw Down Amount").

            (b) Upon receipt of the Draw Down Amount and in consideration
thereof, the Company shall deliver to the Purchaser the following:


                                       7
<PAGE>

                  (i) A note (a "Draw Down Note") in the form annexed hereto as
Exhibit E, which note shall (A) be dated the date of receipt by the Company of
the Draw Down Amount (the "Note Date"), (B) be in the principal amount of the
Draw Down Amount and (C) require interest be payable commencing on the first day
of the month subsequent to the Note Date.

                  (ii) A warrant (the "Draw Down Warrant") in the form annexed
hereto as Exhibit C except that the warrant (A) shall be for the purchase of
that number of shares of Common Stock as is equal to 20,000 for each $100,000
principal amount of the Draw Down Note, (B) shall be exercisable commencing on
the Note Date to and including the 5th anniversary of the Note Date, (C) shall
be at a per share purchase price equal to the closing price of a share of Common
Stock on the trading day immediately preceding the Note Date and (D) the date in
section 6 thereof shall be the 155th date after the Note Date.

                  (iii) A registration rights agreement in the form annexed
hereto as Exhibit D except that such registration rights agreement shall (A) be
dated the Note Date, (B) shall refer to the Draw Down Note and the Draw Down
Warrant and, (C) in Section 2 thereof shall provide that the registration
statement should be filed no later than the 90th day after the Note Date and
that the interest rate on the Draw Down Note shall be increased if the
registration statement has not been declared effective on the 155th day after
the Note Date.

            (c) In no event shall the Purchaser be required to loan more than
$500,000 to the Company pursuant to the provisions of this Section 7A

      8. Confidentiality. Purchaser covenants and agrees that none of Purchaser,
his agents and representatives will use for their own benefit, convey or
disclose to any third party any information provided by the Company concerning
its current or proposed business, operations and financial conditions, other
than information which is already publicly available, was already known to
Purchaser or is obtained from a source other than the Company and to the extent
required by law.

      9. Affirmative Covenants. The Company covenants and agrees with the
Purchaser that, from the date hereof and until the Notes have been paid in full,
it shall:

                  9.1 Corporate. Do or cause to be done all things necessary to
            at all times (a) other than mergers solely among the Company and any
            of its subsidiaries, preserve, renew and keep in full force and
            effect its corporate existence, patents, trademarks, rights,
            licenses, permits and franchises, (b) comply with this Agreement,
            (c) maintain and preserve all of its material property used or
            useful in the conduct of their respective businesses, and (d) comply
            with all applicable laws material to its businesses, including the
            reporting requirements of the Securities Exchange Act of 1934,
            whether now in effect or hereafter enacted, promulgated or issued.


                                       8
<PAGE>

                  9.2 Notice of Proceedings. Give prompt written notice to the
            Purchaser of any proceeding instituted against the Company in any
            federal or state court or before any commission or other regulatory
            body, whether federal, state or local, which, if adversely
            determined, could have a material adverse effect upon their
            business, operations, properties, assets or condition, financial or
            otherwise when taken as a whole.

                  9.3 Books and Records; Inspection. Maintain true and accurate
            books and records respecting all of their business operations, and
            permit agents or representatives of the Purchasers to inspect, at
            any time during normal business hours, upon reasonable notice, and
            without undue material disruption of their business operations, all
            of such books and records and to visit the properties and operations
            of the Company and consult with the employees and officers of the
            Company.

                  9.4 Notice of Default or Material Adverse Change. Promptly
            advise the Purchaser of any event which could have a material
            adverse effect on the Company's business, operation, property,
            assets or condition, financial or otherwise, or the existence or
            occurrence of any Event of Default (as defined in the Notes), any
            breach of this Section 9 or any default of the Company under any
            agreement or instrument to which it is a party.

                  9.5 Notice of Filings with SEC. Promptly advise the Purchaser
            of any filing of a registration statement under the Securities Act
            with the SEC covering any of the Company's securities.

                  9.6 Delivery of Financial Statements and other Reports. The
            Company will deliver to each holder of Notes promptly upon
            transmission thereof, copies of all financial statements,
            information circulars, proxy statements and reports as the Company
            shall send to its stockholders and copies of all registration
            statements, prospectuses and all reports which it shall file with
            the Securities and Exchange Commission or with any securities
            exchange on which any of its securities is listed or with NASDAQ and
            copies of all press releases and other statements made available to
            the public concerning material developments in the business of the
            Company.

                  9.7 Stock to be Reserved. The Company covenants that all
            shares of Common Stock that may be issued upon exercise of the
            Warrants or in respect of interest payable on the Notes will, upon
            issuance, be validly issued, fully paid and nonassessable and free
            from all taxes, liens and charges with respect to the issuance
            thereof. The Company covenants that during the period in which the
            Warrants are outstanding it will at all times have authorized and
            reserved a sufficient number of shares of Common Stock to permit the
            exercise of the Warrants.


                                       9
<PAGE>

      10. Conditions Precedent to the Obligations of the Company. The
obligations of the Company pursuant to this Agreement are subject to the
satisfaction at the Closing of each of the following conditions; provided,
however, that the Company may, in its sole discretion, waive any of such
conditions and proceed with the transactions contemplated hereby.

            10.1 Accuracy of Representations and Warranties. The representations
      and warranties of the Purchaser contained in this Agreement or in any
      document or certificate delivered in connection with the transactions
      contemplated hereby shall be true and correct in all material respects on
      and as of the Closing Date, as if made on and as of the Closing Date.

            10.2 Performance of Agreements. Each Purchaser shall have duly
      executed and delivered this Agreement to the Company and shall have
      performed and complied in all material respects with all covenants,
      obligations and agreements to be performed or complied with by any of them
      on or before the Closing Date pursuant to this Agreement.

      11. Conditions Precedent to the Obligations of the Purchaser. The
obligations of the Purchaser under this Agreement is subject to the satisfaction
at the Closing of each of the following conditions; provided, however, that the
Purchaser may, in Purchaser's sole discretion, waive any of such conditions and
proceed with the transactions contemplated hereby.

            11.1 Accuracy of Representations and Warranties. The representations
      and warranties of the Company contained in this Agreement or in any
      document or certificate delivered in connection with the transactions
      contemplated hereby shall be true and correct in all material respects on
      and as of the Closing Date, as if made on and as of the Closing Date.

            11.2 Performance of Agreements. The Company shall have duly executed
      and delivered this Agreement and the Registration Rights Agreement and
      shall have performed and complied in all material respects with all
      covenants, obligations and agreements to be performed or complied with by
      it on or before the Closing Date pursuant to this Agreement.

            11.3 Litigation, Material Changes, Defaults, etc. No claim, action,
      suit, proceeding, arbitration or hearing or notice of hearing shall be
      pending (and no action or investigation by any governmental authority
      shall be threatened) which seeks to enjoin, prevent or adversely affect
      the consummation of the transactions contemplated by this Agreement. There
      shall not have been any changes in the business of the Company which have
      or could reasonably be expected to have a material adverse effect on the
      business, operations, properties, assets or condition, financial or
      otherwise, of the Company. There shall exist no defaults under the
      provisions of any instrument evidencing indebtedness of the Company.

            11.4 Purchase Permitted by Applicable Laws. The purchase of and
      payment for the Notes and Warrants shall not be prohibited by any
      applicable law or governmental


                                       10
<PAGE>

      regulation (including without limitation Regulations G, T and X of the
      Board of Governors of the Federal Reserve System) and shall not subject
      the holders of the Notes and Warrants to any tax, penalty or liability
      under any applicable law or governmental regulation.

      12. General Provisions.

            12.1 Survival of Representations, Warranties, Covenants, and
      Agreements. The representations, warranties, covenants and agreements
      contained in this Agreement shall survive the execution of this Agreement.

            12.2 Notices. All notices, requests, demands and other
      communications which are required to be or may be given under this
      Agreement to any party to any of the other parties shall be in writing and
      shall be deemed to have been duly given when (a) delivered in person, (b)
      the day following dispatch by an overnight courier service (such as
      Federal Express or UPS, etc.) or (c) five (5) days after dispatch by
      certified or registered first class mail, postage prepaid, return receipt
      requested, to the party to whom the same is so given or made. Any notice
      or other communication given hereunder shall be addressed to the Company,
      at its principal offices as set forth above and to the Purchaser at his
      address indicated on the signature page hereto.

            12.3 Counterparts. This Agreement may be executed in two or more
      counterparts, each of which shall be deemed an original and all of which
      together shall constitute one and the same instrument.

            12.4 Headings. All headings are inserted for convenience of
      reference only and shall not affect the meaning or interpretation of any
      such provisions or of this Agreement, taken as an entirety.

            12.5 Severability. If and to the extent that any court of competent
      jurisdiction holds any provision (or any part thereof) of this Agreement
      to be invalid or unenforceable, such holding shall in no way affect the
      validity of the remainder of this Agreement.

            12.6 Changes, Waivers, Etc. Neither this Agreement nor any provision
      hereof may be changed, waived, discharged or terminated orally, but rather
      may only be changed by a statement in writing signed by the party against
      which enforcement of the change, waiver, discharge or termination is
      sought. It is agreed that a waiver by either party of a breach of any
      provision of this Agreement shall not operate, or be construed, as a
      waiver of any subsequent breach by that same party.

            12.7 Governing Law. This Agreement shall be governed by and
      construed in accordance with the laws of the State of New York. The
      parties hereby agree that any dispute which may arise between them arising
      out of or in connection with this Agreement shall be adjudicated before a
      court located in New York City and they hereby


                                       11
<PAGE>

      submit to the exclusive jurisdiction of the courts of the State of New
      York located in New York, New York and of the federal courts in the
      Southern District of New York with respect to any action or legal
      proceeding commenced by any party, and irrevocably waive any objection
      they now or hereafter may have respecting the venue of any such action or
      proceeding brought in such a court or respecting the fact that such court
      is an inconvenient forum, relating to or arising out of this Agreement or
      any acts or omissions relating to the sale of the securities hereunder,
      and consent to the service of process in any such action or legal
      proceeding by means of registered or certified mail, return receipt
      requested, in care of the address set forth below or such other address as
      the undersigned shall furnish in writing to the other.

            12.8 Binding Effects. This Agreement shall be binding upon and inure
      to the benefit of the parties hereto and their respective successors,
      legal representatives and assigns.

            12.9 Entire Agreement. This Agreement sets forth the entire
      agreement and understanding between the parties as to the subject matter
      thereof and incorporates and supersedes all prior discussions, agreements
      and understandings of any and every nature among them.

            12.10 Further Assurances. The parties agree to execute and deliver
      all such further documents, agreements and instruments and take such other
      and further action as may be necessary or appropriate to carry out the
      purposes and intent of this Agreement.

            12.11. Expenses. Each party hereto shall pay all of its own fees and
      expenses in connection with the transactions contemplated hereby.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

                                           MILESTONE SCIENTIFIC INC.


                                           By: _____________________________
                                                  Leonard Osser, Chairman and
                                                  Chief Executive Officer


                                               _____________________________
                                               K. TUCKER ANDERSEN


                                       12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>16
<FILENAME>0016.txt
<DESCRIPTION>PURCHASE AGREEMENT
<TEXT>


                                  Exhibit 10.2

                               PURCHASE AGREEMENT

      PURCHASE AGREEMENT (the "Agreement") made as of August 25, 2000 between
MILESTONE SCIENTIFIC INC., a Delaware corporation, with its principal offices at
220 South Orange Avenue, Livingston, New Jersey 07039 (the "Company"), and each
of the Purchasers identified on Exhibit A (collectively the "Purchasers" and
individually a "Purchaser").

      WHEREAS, the Company desires to sell to Purchasers and Purchasers desire
to purchase from the Company an aggregate of $1,000,000 face amount of its 20%
Secured Notes (collectively the "Notes"), substantially in the form annexed as
Exhibit B;

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

      1. Purchase and Sale of Notes.

            (a) Subject to the terms and conditions hereinafter set forth, each
of the Purchasers hereby subscribes for and agrees to purchase from the Company
the face amount of the Notes set forth opposite the Purchaser's name on Exhibit
A.

            (b) The aggregate purchase price for the Notes shall be $1,000,000
and each Note shall be purchased at the face amount thereof. Each of the
Purchasers shall be obligated to pay the amount of the face value of the Notes
set forth opposite his name on Exhibit A. The purchase price for each Note is
payable by good bank or certified check or by wire transfer of funds to the
Company, contemporaneously with the execution and delivery of this Agreement.
The Notes will be delivered by the Company on the Closing Date (as defined
below).

      2. Terms of the Notes. Except as otherwise set forth in this Agreement,
the terms of the Notes shall be as set forth in the Notes.

      3. Closing. The closing of each of the several Note purchases contemplated
hereby (each a "Closing") shall each take place on a date (the "Closing Date")
within three (3) business days following the satisfaction of the conditions set
forth herein for the purchase of that Note and at such times as shall be
determined by the Company at the offices of Morse, Zelnick, Rose & Lander, LLP,
450 Park Avenue, New York, New York 10022.

      4. Representations and Warranties of the Company. The Company hereby
represents and warrants to each Purchaser, which representations and warranties
shall be true and correct as of the date hereof and as of each Closing Date, as
follows:

            4.1 Organization; Standing and Power. The Company and its
      subsidiaries (a) are corporations duly organized, existing and in good
      standing under the laws of the state of their incorporation, (b) have all
      requisite corporate power and authority to own their properties and to
      carry on their businesses as now conducted and as proposed hereafter to be
      conducted, (c) are duly qualified to do business as foreign corporations
      in each and every jurisdiction where such qualification is necessary
      except where the failure to so qualify would not have a material adverse
      effect on the financial condition, business, operations, assets or
      prospects of the

<PAGE>

      Company and its subsidiaries as a whole and (d) the Company has all
      requisite corporate power and authority to execute and deliver, and
      perform all of its obligations under this Agreement.

            4.2 Capitalization. The total authorized capital stock of the
      Company consists of 25,000,000 shares of Common Stock and no shares of
      preferred stock. As of June 30, 2000, the Company has outstanding
      10,652,898 shares of Common Stock. In addition, there are 1,000,000 shares
      of Common Stock reserved for issuance under the Company's 1997 Stock
      Option Plan of which 850,000 shares are issuable pursuant to the exercise
      of outstanding stock options ranging in exercise price from $1.00 to
      $23.00 per share. The Company also has outstanding other compensatory
      options for 136,000 shares with exercise prices ranging from $5.125 to
      $23.00 per share and warrants and options in connection with financing
      transactions for 226,190 shares at exercise prices ranging from $1.75 to
      $7.00 per share of Common Stock.

            4.3 Authorization. The execution, delivery and performance by the
      Company of its obligations under this Agreement has been duly authorized
      by all requisite corporate action and will not, either prior to or as a
      result of the consummation of the transactions contemplated by this
      Agreement or the Notes: (a) violate any law, any order of any court or
      other agency of government, any provision of the Certificate of
      Incorporation or Bylaws of the Company or any contract, indenture,
      agreement or other instrument to which the Company is a party, or by which
      the Company or any of its assets or properties are bound, or (b) be in
      conflict with, result in a breach of, or constitute (after the giving of
      notice or lapse of time or both) a default under, or result in the
      creation or imposition of any lien of any nature whatsoever upon any of
      the property or assets of any Company pursuant to, or result in the
      acceleration of, any such contract, indenture, agreement or other
      instrument. The Company is not required to obtain any government approval,
      consent or authorization from, or to file any declaration or statement
      with, any governmental instrumentality or agency in connection with or as
      a condition to the execution, delivery or performance of any of this
      Agreement or the Notes other than the filings which have heretofore been
      made. This Agreement and each of the Notes is valid, binding and
      enforceable against the Company in accordance with its terms.

            4.4 Non-contravention. To the best of its knowledge, the Company is
      not in violation or breach of or in default with respect to, complying
      with any material provision of any contract, agreement, instrument, lease,
      license, arrangement or understanding to which it is a party, and each
      such contract, agreement, instrument, lease, license, arrangement and
      understanding is in full force and effect and is the legal, valid and
      binding obligation of the Company enforceable as to the Company in
      accordance with its terms (subject to applicable bankruptcy, insolvency
      and other laws affecting the enforceability of creditors' rights generally
      and to general equitable principals). Neither the execution and the
      delivery of this Agreement, the issuance of the Notes, nor the
      consummation of the transactions contemplated hereby or thereby, will (a)
      violate any constitution, statute, regulation, rule, injunction, judgment,
      order, decree, ruling, charge, or other restriction of any government,
      governmental agency, or court to which the Company is subject or (b)
      conflict with, result in a breach of, constitute a default under, result
      in the acceleration of, create in any party the right to accelerate,
      terminate, modify, or cancel, or require any notice under any agreement,
      contract, lease, license, instrument, or other arrangement to which the
      Company is a party or by which the Company is bound or to which any of the
      Company's assets are subject.


                                       2
<PAGE>

            4.5 Litigation. There is no action, suit or proceeding at law or in
      equity or by or before any governmental instrumentality or other agency
      now pending or, to the knowledge of the Company, threatened in writing
      against the Company, or any of its assets, which, if adversely determined,
      might reasonably be expected to have a material adverse effect on the
      Company's business, operations and financial condition.

            4.6 SEC Filings. The information set forth in the Form 10-KSB for
      the year ended December 31, 1999 and Form 10-QSB for the six month period
      ended June 30, 2000 (collectively, the "SEC Filings") as filed by the
      Company with the Securities and Exchange Commission (the "SEC") is true,
      correct and complete in all material respects as of the respective date of
      each such filing and does not omit to state any material fact necessary in
      order to make the statements therein not misleading. The financial
      statements of the Company as set forth in the SEC Filings have been
      prepared in accordance with GAAP applied on a consistent basis throughout
      the periods covered thereby and fairly present in all material respects
      the financial condition and results of operations of the Company as of
      their respective dates. Since June 30, 2000, there has not been any
      material adverse change in the business, financial condition or results of
      operations of the Company except that the Company has continued to operate
      at a loss. Except for the liabilities set forth in the financial
      statements included in the SEC Filings, or otherwise disclosed in the SEC
      Filings and liabilities which have arisen after June 30, 2000 in the
      ordinary course of business, the Company has no material liability.

            4.7 Due Authorization. The issuance of the Notes has been duly
      authorized by all necessary corporate action and each Note when issued
      will be the legal and binding obligation of the Company enforceable in
      accordance with its terms.

            4.8 Securities Law Exemption. Assuming the accuracy of Purchasers'
      representations and warranties set forth herein, the sale of the Notes
      pursuant to this Agreement has been made in accordance with the provisions
      and requirements of ss.4(2), Regulation D or ss.4(6) under the Securities
      Act of 1933, as amended (the "Securities Act") and any applicable state
      law.

            4.9 Use of Proceeds. The proceeds from the sale of the Notes will be
      used for working capital, including the payment of all amounts currently
      due and owing to the Company's auditors.

            4.10 Compliance with Laws. The Company is in compliance in all
      material respects with all occupational safety, health, wage and hour,
      employment discrimination, environmental, flammability, labeling, usury
      and other applicable laws which are material to its businesses, and the
      Company is not aware of any state of facts, events, conditions or
      occurrences which may now or hereafter constitute or result in a violation
      of any of such applicable laws, or which may give rise to the assertion of
      any such violation, the effect of which could have a material adverse
      effect on the Company's business, operations and financial condition.

            4.11 Licenses and Permits. The Company has obtained all federal,
      state and local licenses and permits required to be maintained in
      connection with and material to its operations, and all such licenses and
      permits obtained are valid and in full force and effect.


                                       3
<PAGE>

            4.12 Patents, Trademarks, Copyrights, Etc. The Company owns or
      validly licenses all patents, patent rights, patent applications,
      licenses, shop rights, trademarks, trademark applications, tradenames,
      copyrights and other proprietary information (collectively "Rights") used
      in the conduct of its business as currently being conducted. To the actual
      knowledge of the Company, the conduct of its business as currently being
      conducted does not conflict with valid rights of others in any way, nor
      has any material use been made of the Rights, except by the Company or by
      other entities duly licensed to use the same.

            4.13 No Other Representations. The Company shall not be deemed to
      have made any representations, warranties, covenants, agreements or
      indemnifications pertaining to the subject matter of this Agreement,
      whether express or implied, except to the extent that such
      representations, warranties, covenants, agreements or indemnifications are
      made in this Agreement or the Schedules hereto or in any certificate or
      other agreement, document or instrument delivered pursuant to the
      provisions of this Agreement.

      5. Representations and Warranties of the Purchasers. Each of the
      Purchasers hereby severally represents and warrants to the Company as to
      that Purchaser, which representations and warranties shall be true and
      correct as of the date hereof and the Closing Date, as follows:

            5.1 Authorization of Agreement. The execution, delivery and
      performance of this Agreement has been duly authorized by all necessary
      action on the part of the Purchaser, does not violate any laws or
      regulations applicable to Purchaser and is the valid binding and
      enforceable obligation of Purchaser in accordance with its terms.

            5.2 Non-contravention. Neither the execution and the delivery of
      this Agreement, nor the consummation of the transactions contemplated
      hereby, will (a) violate any constitution, statute, regulation, rule,
      injunction, judgment, order, decree, ruling, charge, or other restriction
      of any government, governmental agency, or court to which the Purchaser is
      subject or (b) conflict with, result in a breach of, constitute a default
      under, result in the acceleration of, create in any party the right to
      accelerate, terminate, modify, or cancel, or require any notice under any
      agreement, contract, lease, license, instrument, or other arrangement to
      which Purchaser is a party or by which Purchaser is bound or to which any
      of Purchaser's assets are subject.

            5.3 Accredited Investor. Purchaser is an "accredited investor" as
      that term is defined in Rule 501(a) of the Securities Act, and the rules
      promulgated thereunder.

            5.4 Investment. Purchaser acknowledges that the offering of this
      Notes has not been reviewed by the United States Securities and Exchange
      Commission ("SEC") and that the sale of the Notes pursuant hereto is
      intended to be a nonpublic offering pursuant to ss.4(2), Regulation D or
      ss.4(6) of the Securities Act. Purchaser represents that the Note is being
      purchased for its own account, for investment and not for distribution or
      resale to others. Purchaser agrees that Purchaser will not sell or
      otherwise transfer the Notes unless it is registered under the Securities
      Act or unless an exemption from such registration is available. Purchaser
      understand that the Notes has not been registered under the Securities Act
      and it or will be issued pursuant to a specific exemption from the
      registration provisions of the Securities Act which depends upon, among
      other things, the bona fide nature of the investment intent as expressed
      herein.

            5.5 Access to Data. Purchaser has been given copies of the SEC
      Filings and has had an opportunity to review same. Purchaser has had an
      opportunity to discuss the SEC Filings and


                                       4
<PAGE>

      the Company's business, management and financial affairs with the
      Company's management and the opportunity to review the Company's
      facilities, each to Purchaser's satisfaction. Purchaser understands that
      such discussions, as well as any written information issued or provided by
      the Company, were intended to describe the aspects of the Company's
      business and prospects which the Company believes to be material but were
      not necessarily a thorough or exhaustive description thereof.

            5.6 Speculative Nature of Investment. Purchaser acknowledges that
      the purchase of the Notes involves a high degree of risk and that (i) an
      investment in the Company is highly speculative and only investors who can
      afford the loss of their entire investment should consider investing in
      the Company and purchasing Notes; (ii) Purchaser may not be able to
      liquidate its investment; (iii) transferability of the Notes is extremely
      limited; and (iv) Purchaser could sustain the loss of its entire
      investment.

            5.7 Experience. Purchaser acknowledges that it has prior investment
      experience, including investment in non-listed and non-registered
      securities, or has employed the services of an investment advisor,
      attorney or accountant to review all of the documents furnished or made
      available by the Company and to evaluate the merits and risks of such an
      investment on Purchaser's behalf.

            5.8 Lack of Liquidity. Purchaser understands that there is no public
      market for the Notes.

            5.9 Legends. Purchaser consents to the placement of a legend on the
      Notes, provided it is not then covered by an effective Registration
      Statement, all as set forth in Section 6 of this Agreement.

            5.10 Address. Purchaser hereby represents that its address,
      appearing on Exhibit A, is, if an individual, his principal residence or
      if a business entity, its principal place of business.

            5.11 Registered Representative. Purchaser acknowledges that if he is
      a Registered Representative of a National Association of Securities
      Dealers, Inc. ("NASD") member firm, he must give such firm the notice
      required by the NASD Conduct Rules, or any applicable successor rules of
      the NASD receipt of which must be acknowledged by such firm on the
      signature page hereof.

            5.12 No Other Representations. Purchaser hereby represent that,
      except as set forth herein, no representations or warranties have been
      made to the Purchaser by the Company or any agent, employee or affiliate
      of the Company and in entering into this transaction, Purchaser are not
      relying on any information, other than that contained herein, that
      contained in the SEC Filings and the results of independent investigation
      by the Purchaser. The Purchaser shall not be deemed to have made any
      representations, warranties, covenants, agreements or indemnifications
      pertaining to the subject matter of this Agreement, whether express or
      implied, except to the extent that such representations, warranties,
      covenants, agreements or indemnifications are made in this Agreement or
      the Exhibits hereto or in any certificate or other agreement, document or
      instrument delivered pursuant to the provisions of this Agreement.

            5.13 No Broker. There is no firm, corporation, agency or other
      entity or person that is entitled to a finder's fee or any type of
      commission in relation to or in connection with the


                                       5
<PAGE>

      transactions contemplated by this Agreement as a result of any agreement
      or understanding with the Purchaser or any of their employees or agents.

            5.14 Limitation of Market Activity. Upon receipt of the foregoing
      notice as to the issuance of shares in payment of principle and interest,
      the holder of this Note shall cease all market activity, directly or
      indirectly, in shares of the Company's common stock and shall not resume
      such activity until the expiration of the 15 trading day pricing period
      provided for in the preceding sentence.

            6. Legends. The Notes shall be endorsed with the following legend:

      THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT
      BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL (I) A REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") SHALL
      HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (II) RECEIPT BY THE COMPANY
      OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE
      EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH
      SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE
      SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN
      EXCHANGE FOR THIS NOTE.

      THIS SECURITY IS SUBJECT TO THE TERMS OF A PURCHASE AGREEMENT, DATED AS OF
      AUGUST 25, 2000, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICES OF
      MILESTONE SCIENTIFIC INC.

      7. Confidentiality. Purchaser covenants and agrees that Purchaser, its
agents and representatives will use for its own benefit, convey or disclose to
any third party any information provided by the Company concerning its current
or proposed business, operations and financial conditions, other than
information which is already publicly available, was already known to the
Purchaser or is obtained from a source other than the Company and to the extent
required by law.

      8. Affirmative Covenants. The Company covenants and agrees with the
Purchaser that, from the date hereof and until the Notes have been paid in full,
it shall:

                  9.1 Corporate. Do or cause to be done all things necessary to
            at all times (a) other than mergers solely among the Company and any
            of its subsidiaries, preserve, renew and keep in full force and
            effect its corporate existence, patents, trademarks, rights,
            licenses, permits and franchises, (b) comply with this Agreement,
            (c) maintain and preserve all of its material property used or
            useful in the conduct of their respective businesses, and (d) comply
            with all applicable laws material to its businesses, including the
            reporting requirements of the Securities Exchange Act of 1934,
            whether now in effect or hereafter enacted, promulgated or issued.

                  9.2 Notice of Proceedings. Give prompt written notice to each
            of the Purchasers of any proceeding instituted against the Company
            in any federal or state court or before any commission or other
            regulatory body, whether federal, state or local, which, if
            adversely determined, could have a material adverse effect upon
            their business, operations, properties, assets or condition,
            financial or otherwise when taken as a whole.


                                       6
<PAGE>

                  9.3 Books and Records; Inspection. Maintain true and accurate
            books and records respecting all of their business operations, and
            permit agents or representatives of the Purchasers to inspect, at
            any time during normal business hours, upon reasonable notice, and
            without undue material disruption of their business operations, all
            of such books and records and to visit the properties and operations
            of the Company and consult with the employees and officers of the
            Company.

                  9.4 Notice of Default or Material Adverse Change. Promptly
            advise the Purchasers of any event which could have a material
            adverse effect on the Company's business, operation, property,
            assets or condition, financial or otherwise, or the existence or
            occurrence of any Event of Default (as defined in the Notes), any
            breach of this Section 9 or any default of the Company under any
            agreement or instrument to which it is a party.

                  9.5 Shares Which May Be Issued. The Company covenants that all
            shares issued in payment of principal or interest on the Notes will,
            upon issuance, be validly issued, fully paid and nonassessable and
            free from all taxes, liens and charges with respect to the issuance
            thereof.

      10. Conditions Precedent to the Obligations of the Company. The
obligations of the Company pursuant to this Agreement are subject to the
satisfaction at the Closing of each of the following conditions; provided,
however, that the Company may, in its sole discretion, waive any of such
conditions and proceed with the transactions contemplated hereby.

            10.1 Accuracy of Representations and Warranties. The representations
      and warranties of the Purchasers contained in this Agreement or in any
      document or certificate delivered in connection with the transactions
      contemplated hereby shall be true and correct in all material respects on
      and as of the Closing Date, as if made on and as of the Closing Date.

            10.2 Performance of Agreements. The Purchasers shall have duly
      executed and delivered this Agreement to the Company and shall have
      performed and complied in all material respects with all covenants,
      obligations and agreements to be performed or complied with by any of them
      on or before the Closing Date pursuant to this Agreement.

      11. Conditions Precedent to the Obligations of the Purchasers. The
obligations of each of the Purchasers under this Agreement are subject to the
satisfaction at the Closing of each of the following conditions; provided,
however, that the Purchasers may, in their sole discretion, waive any of such
conditions and proceed with the transactions contemplated hereby.

            11.1 Accuracy of Representations and Warranties. The representations
      and warranties of the Company contained in this Agreement or in any
      document or certificate delivered in connection with the transactions
      contemplated hereby shall be true and correct in all material respects on
      and as of the Closing Date, as if made on and as of the Closing Date.

            11.2 Performance of Agreements. The Company shall have duly executed
      and delivered this Agreement and the Registration Rights Agreement and
      shall have performed and complied in all material respects with all
      covenants, obligations and agreements to be performed or complied with by
      it on or before the Closing Date pursuant to this Agreement.


                                       7
<PAGE>

            11.3 Litigation, Material Changes, Defaults, etc. No claim, action,
      suit, proceeding, arbitration or hearing or notice of hearing shall be
      pending (and no action or investigation by any governmental authority
      shall be threatened) which seeks to enjoin, prevent or adversely affect
      the consummation of the transactions contemplated by this Agreement. There
      shall not have been any changes in the business of the Company which have
      or could reasonably be expected to have a material adverse effect on the
      business, operations, properties, assets or condition, financial or
      otherwise, of the Company. There shall exist no defaults under the
      provisions of any instrument evidencing indebtedness of the Company.

            11.4 Purchase Permitted by Applicable Laws. The purchase of and
      payment for the Notes shall not be prohibited by any applicable law or
      governmental regulation (including without limitation Regulations G, T and
      X of the Board of Governors of the Federal Reserve System) and shall not
      subject the holders of the Notes to any tax, penalty or liability under
      any applicable law or governmental regulation.

      12. General Provisions.

            12.1 Survival of Representations, Warranties, Covenants, and
      Agreements. The representations, warranties, covenants and agreements
      contained in this Agreement shall survive the execution of this Agreement.

            12.2 Notices. All notices, requests, demands and other
      communications which are required to be or may be given under this
      Agreement to any party to any of the other parties shall be in writing and
      shall be deemed to have been duly given when (a) delivered in person, (b)
      the day following dispatch by an overnight courier service (such as
      Federal Express or UPS, etc.) or (c) five (5) days after dispatch by
      certified or registered first class mail, postage prepaid, return receipt
      requested, to the party to whom the same is so given or made. Any notice
      or other communication given hereunder shall be addressed to the Company,
      at its principal offices as set forth above and to the Purchasers at the
      addresses indicated on Exhibit A hereto.

            12.3 Counterparts. This Agreement may be executed in two or more
      counterparts, each of which shall be deemed an original and all of which
      together shall constitute one and the same instrument.

            12.4 Headings. All headings are inserted for convenience of
      reference only and shall not affect the meaning or interpretation of any
      such provisions or of this Agreement, taken as an entirety.

            12.5 Severability. If and to the extent that any court of competent
      jurisdiction holds any provision (or any part thereof) of this Agreement
      to be invalid or unenforceable, such holding shall in no way affect the
      validity of the remainder of this Agreement.

            12.6 Changes, Waivers, Etc. Neither this Agreement nor any provision
      hereof may be changed, waived, discharged or terminated orally, but rather
      may only be changed by a statement in writing signed by the party against
      which enforcement of the change, waiver, discharge or termination is
      sought. It is agreed that a waiver by either party of a breach of any
      provision of this Agreement shall not operate, or be construed, as a
      waiver of any subsequent breach by that same party.


                                       8
<PAGE>

            12.7 Governing Law. This Agreement shall be governed by and
      construed in accordance with the laws of the State of New York. The
      parties hereby agree that any dispute which may arise between them arising
      out of or in connection with this Agreement shall be adjudicated before a
      court located in New York City and they hereby submit to the exclusive
      jurisdiction of the courts of the State of New York located in New York,
      New York and of the federal courts in the Southern District of New York
      with respect to any action or legal proceeding commenced by any party, and
      irrevocably waive any objection they now or hereafter may have respecting
      the venue of any such action or proceeding brought in such a court or
      respecting the fact that such court is an inconvenient forum, relating to
      or arising out of this Agreement or any acts or omissions relating to the
      sale of the securities hereunder, and consent to the service of process in
      any such action or legal proceeding by means of registered or certified
      mail, return receipt requested, in care of the address set forth below or
      such other address as the undersigned shall furnish in writing to the
      other.

            12.8 Binding Effects. This Agreement shall be binding upon and inure
      to the benefit of the parties hereto and their respective successors,
      legal representatives and assigns.

            12.9 Entire Agreement. This Agreement sets forth the entire
      agreement and understanding between the parties as to the subject matter
      thereof and incorporates and supersedes all prior discussions, agreements
      and understandings of any and every nature among them.

            12.10 Further Assurances. The parties agree to execute and deliver
      all such further documents, agreements and instruments and take such other
      and further action as may be necessary or appropriate to carry out the
      purposes and intent of this Agreement.


                                       9
<PAGE>

            12.11 Expenses. Each party hereto shall pay all of its own fees and
      expenses in connection with the transactions contemplated hereby.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

                                         MILESTONE SCIENTIFIC INC.

                                         By: __________________________________
                                             Mitchell Kuhn, President


                                         CUMBERLAND BENCHMARKED PARTNERS, L.P.

                                         By: CUMBERLAND ASSOCIATES

                                         By: __________________________________
                                             Bruce Wilcox,
                                             Chairman, Management Committee


                                         LONGVIEW PARTNERS A, L.P.

                                         By: CUMBERLAND ASSOCIATES

                                         By: __________________________________
                                             Bruce Wilcox,
                                             Chairman, Management Committee


                                       10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>17
<FILENAME>0017.txt
<DESCRIPTION>CONSENT GRANT THORNTON LLP
<TEXT>


                                  EXHIBIT 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated March 27, 2000, except for Note A for which date
is April 5, 2000, accompanying the consolidated financial statements of
Milestone Scientific Inc. and subsidiaries appearing in the Annual Report on
Form 10-KSB for the year ended December 31, 1999 which are incorporated by
reference in this registration statement. We consent to the incorporation by
reference in the registration statement of the aforementioned report and to the
use of our name as it appears under the caption "Experts."

New York, New York
December 7, 2000

                                       /s/ Grant Thornton LLP

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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