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<SEC-DOCUMENT>0001005477-00-008542.txt : 20001218
<SEC-HEADER>0001005477-00-008542.hdr.sgml : 20001218
ACCESSION NUMBER:		0001005477-00-008542
CONFORMED SUBMISSION TYPE:	S-3/A
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20001215

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:		789960

	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. 5 TO FORM S-3
<TEXT>


As filed with the Securities and Exchange Commission on December 13, 2000
Registration No. 333-39784

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                 AMENDMENT NO. 5
                                       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>

                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.  Exhibits

Exhibit No.  Description
- -----------  -----------

4.1          Specimen Stock Certificate(1)

4.2          Form of Purchase Agreement dated March 2, 1999(2)

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

4.4          Form of Registration Rights Agreement dated March 2, 1999(2)

4.5          Form of Purchase Agreement dated January 31, 2000(2)

4.6          Form of Registration Rights Agreement dated January 31, 2000(2)

4.7          Form of Security Agreement dated January 31, 2000(2)

4.8          Form of Agreement to convert 3% Senior convertible notes dated
             January 31, 2000(2)

4.9          Form of Warrant dated January 31, 2000(2)

4.10         Form of 10% Senior Promissory Note dated January 31, 2000(2)

4.11         $200,000 8% Secured Promissory Note dated July 31, 2000(3)

4.12         $300,000 8% Secured Promissory Note dated July 31, 2000(3)

4.13         Warrant dated July 31, 2000(3)

4.14         20% Secured Promissory Notes to LongView Partners A, L.P. and
             Cumberland Benchmarked Partners, L.P. each dated August 28, 2000(3)

5.1          Opinion of Morse, Zelnick, Rose & Lander, LLP as to legality of the
             securities being registered(2)

10.1         Purchase and Line of Credit Agreement dated July 31, 2000(3)

10.2         Purchase Agreement dated August 25, 2000(3)

23.1         Consent of Grant Thornton LLP(2)

23.2         Consent of Morse, Zelnick, Rose & Lander, LLP (included in
             Exhibit 5.1)(2)

24.1         Power of Attorney (included in signature page)

- ----------

(1)   Incorporated by reference to Milestone's registration statement on Form
      SB-2 No. 333-92324.

(2)   Previously filed with this registration statement.

(3)   Filed with this Amendment.
<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 13th day of December, 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 December 13, 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-4.11
<SEQUENCE>2
<FILENAME>0002.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: /s/ Mitchell G. Kuhn
                                       -----------------------------------------
                                          Mitchell G. Kuhn,
                                          President


                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.12
<SEQUENCE>3
<FILENAME>0003.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: /s/ Mitchell G. Kuhn
                                       -----------------------------------------
                                           Mitchell G. Kuhn,
                                           President


                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.13
<SEQUENCE>4
<FILENAME>0004.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: /s/ Leonard Osser
                                        ----------------------------------------
                                        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>5
<FILENAME>0005.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: /s/ Mitchell G. Kuhn
                                           -------------------------------------
                                           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: /s/ Mitchell G. Kuhn
                                           -------------------------------------
                                            Mitchell G. Kuhn,
                                            President


                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>6
<FILENAME>0006.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: /s/ Leonard Osser
                                               -------------------------------
                                                   Leonard Osser, Chairman and
                                                   Chief Executive Officer


                                               /s/ K. TUCKER ANDERSEN
                                               -------------------------------
                                                   K. TUCKER ANDERSEN


                                       12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>7
<FILENAME>0007.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: /s/ Mitchell Kuhn
                                             -------------------------------
                                                 Mitchell Kuhn, President


                                         CUMBERLAND BENCHMARKED PARTNERS, L.P.

                                         By: CUMBERLAND ASSOCIATES

                                         By: /s/ Bruce Wilcox
                                             -------------------------------
                                                 Bruce Wilcox,
                                                 Chairman, Management Committee


                                         LONGVIEW PARTNERS A, L.P.

                                         By: CUMBERLAND ASSOCIATES

                                         By: /s/ Bruce Wilcox
                                             -------------------------------
                                                 Bruce Wilcox,
                                                 Chairman, Management Committee


                                       10

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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