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<SEC-DOCUMENT>0001169232-03-005321.txt : 20030819
<SEC-HEADER>0001169232-03-005321.hdr.sgml : 20030819
<ACCEPTANCE-DATETIME>20030819123957
ACCESSION NUMBER:		0001169232-03-005321
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		10
CONFORMED PERIOD OF REPORT:	20030630
FILED AS OF DATE:		20030819

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:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14053
		FILM NUMBER:		03854935

	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>10QSB
<SEQUENCE>1
<FILENAME>d56674_10-qsb.txt
<DESCRIPTION>QUARTERLY REPORT
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

Mark One

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2003

                                       OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number 001-14053

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

Delaware                                                             13-3545623
State or other jurisdiction                                    (I.R.S. Employer
or organization)                                            Identification No.)

              220 South Orange Avenue, Livingston, New Jersey 07039
               (Address of principal executive office) (Zip Code)

                                 (973) 535-2717
              (Registrant's telephone number, including area code)

      Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) or the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes |X| No |_|

As of August 17, 2003, the Registrant had a total of 12,633,370 shares of Common
Stock, $.001 par value, outstanding.

<PAGE>

                           FORWARD LOOKING STATEMENTS

When used in this Quarterly Report on Form 10-QSB, the words "may", "will",
"should", "expect", "believe", "anticipate", "continue", "estimate", "project",
"intend" and similar expressions are intended to identify forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act regarding events, conditions and financial trends that
may affect the Company's future plans of operations, business strategy, results
of operations and financial condition. The Company wishes to ensure that such
statements are accompanied by meaningful cautionary statements pursuant to the
safe harbor established in the Private Securities Litigation Reform Act of 1995.
Prospective investors are cautioned that any forward-looking statements are not
guarantees of future performance and are subject to risks and uncertainties and
that actual results may differ materially from those included within the
forward-looking statements as a result of various factors. Such forward-looking
statements should, therefore, be considered in light of various important
factors, including those set forth herein and others set forth from time to time
in the Company's reports and registration statements files with the Securities
and Exchange Commission (the "Commission"). The Company disclaims any intent or
obligation to update such forward-looking statements.


                                       2
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

                                    I N D E X

                                                                            PAGE
                                                                            ----

PART I.  FINANCIAL INFORMATION

         ITEM 1. Condensed Consolidated Financial Statements

                 Condensed Consolidated Balance Sheets
                 June 30, 2003 (Unaudited) and December 31, 2002               4

                 Condensed Consolidated Statements of Operations
                 Three and Six Months Ended June 30, 2003 and 2002
                 (Unaudited)                                                   5

                 Condensed Consolidated Statements of Cash Flows
                 Three and Six Months Ended June 30, 2003 and 2002
                 (Unaudited)                                                 6-7

                 Notes to Condensed Consolidated Financial Statements       8-13

         ITEM 2. Management's Discussion and Analysis or Plan of
                 Operations                                                14-19

         ITEM 3  Controls and Procedures                                      20

PART II. OTHER INFORMATION

         ITEM 6. Exhibits and Reports on Form 8-K                             21

SIGNATURES                                                                    22

CERTIFICATIONS

EXHIBITS


                                       3
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                       June 30, 2003 and December 31, 2002

<TABLE>
<CAPTION>
                                                                                    June 30, 2003      December 31, 2002
                                                                                     (Unaudited)
<S>                                                                                  <C>                  <C>
ASSETS
CURRENT ASSETS:
      Cash                                                                           $     28,467         $      9,683
      Accounts receivable, net of allowance for doubtful accounts at June 30,
         2003 and December 31, 2002 of $40,220 and $46,152, respectively                  608,953              239,435
       Inventories                                                                        157,383              119,291
       Advances to contract manufacturer                                                  284,052              300,000
       Deferred debt financing costs, net                                                  11,275              159,877
       Prepaid expenses                                                                    21,397               64,952
                                                                                     ------------         ------------
                      Total current assets                                              1,111,527              893,238
EQUIPMENT, net                                                                            212,835              227,207
ADVANCES TO CONTRACT MANUFACTURER -- Long term                                                 --               87,935
DEFERRED DEBT FINANCING-Long term                                                           2,385                   --
OTHER ASSETS                                                                               32,333               32,333
                                                                                     ------------         ------------
                      Totals                                                         $  1,359,080         $  1,240,713
                                                                                     ============         ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
       Account payable, including $11,594 and $32,000 to related parties
            at June 30, 2003 and December 31, 2002, respectively                     $  1,540,330         $  1,269,523
       Accrued expenses                                                                    97,888               86,492
       Accrued interest                                                                   313,543              169,519
       Note payable                                                                     4,976,666            4,581,708
       Notes payable-officer/stockholder                                                  326,215                   --
                                                                                     ------------         ------------
                 Total current liabilities                                              7,254,642            6,107,242
Accrued interest                                                                          117,139              139,323
Deferred compensation payable to officer/stockholder                                      480,000              320,000
Notes payable                                                                             725,622              480,091
Notes payable -- officer/stockholder                                                       32,000              300,000
                                                                                     ------------         ------------
                 Total liabilities                                                      8,609,403            7,346,656
                                                                                     ------------         ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY:
       Common stock, par value $.001; authorized,
             25,000,000 shares; 12,733,370 shares issued                                   12,733               12,733
       Additional paid-in capital                                                      36,614,029           36,599,607
       Accumulated deficit                                                            (42,945,569)         (41,786,767)
       Unearned compensation                                                              (20,000)             (20,000)
       Treasury stock, at cost, 100,000 shares                                           (911,516)            (911,516)
                                                                                     ------------         ------------
               Total stockholders' deficiency                                          (7,250,323)          (6,105,943)
                                                                                     ------------         ------------
                 Totals                                                              $  1,359,080         $  1,240,713
                                                                                     ============         ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       4
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           Three Months Ended                         Six Months Ended
                                                      June 30,             June 30,             June 30,             June 30,
                                                        2003                 2002                 2003                 2002
                                                        ----                 ----                 ----                 ----
<S>                                                 <C>                  <C>                  <C>                  <C>
Net sales                                           $  1,008,965         $  1,160,129         $  2,134,690         $  2,181,717
Cost of sales                                            499,337              515,756            1,048,421              981,771
                                                    ------------         ------------         ------------         ------------

Gross Profit                                             509,628              644,373            1,086,269            1,199,946
                                                    ------------         ------------         ------------         ------------

Selling, general and administrative expenses             841,435              937,932            1,600,415            1,835,208
Charge in connection with the closing of the
    Deerfield, IL facility                                13,150                   --               65,873                   --
Research and development expenses                         51,091               15,084               83,092               45,379
                                                    ------------         ------------         ------------         ------------

                               Totals                    905,676              953,016            1,749,380            1,880,587
                                                    ------------         ------------         ------------         ------------

Loss from operations                                    (396,048)            (308,643)            (663,111)            (680,641)

Other income                                                  --               24,000                   --               48,000
Interest, net                                           (254,510)            (217,567)            (495,691)            (389,780)
                                                    ------------         ------------         ------------         ------------

Net loss                                            $   (650,558)        $   (502,210)        $ (1,158,802)        $ (1,022,421)
                                                    ============         ============         ============         ============

Loss per share - basic and diluted                  $       (.05)        $       (.04)        $       (.09)        $       (.08)
                                                    ============         ============         ============         ============
Weighted average shares outstanding - basic
     and diluted                                      12,633,370           12,245,870           12,633,370           12,171,450
                                                    ============         ============         ============         ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                            2003                2002
                                                                                        -----------         -----------
<S>                                                                                     <C>                 <C>
Cash flows from operating activities:
     Net loss                                                                           $(1,158,802)        $(1,022,421)
     Adjustments to reconcile net loss to net cash used in operating activities:
         Depreciation                                                                        18,074              28,419
         Amortization of debt discount and deferred financing costs                         213,640             129,999
         Loss on disposal of fixed assets                                                    11,248                  --
         Amortization of advertising costs                                                       --              17,616
         Changes in operating assets and liabilities:
              Increase in accounts receivable                                              (369,518)            (38,735)
              (Increase) decrease in inventories                                            (38,092)             46,652
              Decrease in advances to contract manufacturer                                 103,883             113,490
              (Increase) decrease in prepaid expenses                                        43,555              (9,987)
              Increase in other assets                                                           --             (19,971)
              Increase in accounts payable                                                  270,807             126,978
              Increase in accrued interest                                                  282,049             259,781
              Increase (decrease) in accrued expenses                                        11,396              (8,033)
              Increase in deferred compensation                                             160,000             160,000
                                                                                        -----------         -----------
                  Net cash used in operating activities                                    (451,760)           (216,212)
                                                                                        -----------         -----------

Cash flows from investing activities-payment for capital expenditures                       (14,950)            (21,440)
                                                                                        -----------         -----------

Cash flows from financing activities:
     Proceeds from note payable - officer/stockholder                                       130,537            (114,960)
     Payments to note payable - officer/stockholder                                         (72,322)                 --
     Proceeds from issuance of notes payable                                                450,000             400,000
     Payments for deferred financing costs                                                  (22,721)            (40,538)
                                                                                        -----------         -----------

                  Net cash provided by financing activities                                 485,494             244,502
                                                                                        -----------         -----------

NET INCREASE IN CASH                                                                         18,784               6,850
Cash, beginning of period                                                                     9,683              15,742
                                                                                        -----------         -----------
Cash, end of period                                                                     $    28,467         $    22,592
                                                                                        ===========         ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       6
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                     SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)

Supplemental schedule of noncash financing activities:

In June 2003, the Company granted warrants to purchase 160,256 shares of common
stock (with an estimated fair value of $14,423) in connection with a $50,000
credit facility provided by a major existing investor. This resulted in an
initial increase to debt discount and to additional paid-in capital.

During the six months ended June 30, 2003, pursuant to the 6%/12% promissory
note agreements, the Company converted $160,211 of accrued interest into
additional principal.

In January 2002, the Company issued 33,840 units consisting of one share of
common stock and one warrant to purchase an additional share of common stock in
exchange for payment of accrued interest totaling $27,072.

In January 2002, in consideration for payment of $491,346 in deferred
compensation, the Company issued 614,183 units (consisting of one share of
common stock and one warrant to purchase an additional share of common
stock).The warrants are exercisable at $.80 per share through January 31, 2003;
at $1.00 per share through January 31, 2004 and thereafter at $2.00 per share
through January 31, 2007.

In January 2002, pursuant to the 20% promissory note agreements, the Company
converted $63,377 of accrued interest into additional principal.

In April 2002, pursuant to the 20% promissory note agreements, the Company
converted $65,168 of accrued interest into additional principal.

In April 2002, pursuant to the debt restructuring, the Company recorded a
deferred financing charge of $329,572. This resulted in an increase to notes
payable of $140,203 and accrued interest of $189,369.


                                       7
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1 - Summary of accounting policies:

      The unaudited condensed consolidated financial statements of Milestone
      Scientific Inc. and Subsidiaries (the "Company" or "Milestone") have been
      prepared in accordance with accounting principles generally accepted in
      the United States of America for interim financial information.
      Accordingly, they do not include all of the information and footnotes
      required by accounting principles generally accepted in the United States
      of America for complete financial statements.

      These unaudited condensed consolidated financial statements should be read
      in conjunction with the consolidated financial statements and notes
      thereto for the year ended December 31, 2002 included in the Company's
      Annual Report on Form 10-KSB. The accounting policies used in preparing
      these unaudited condensed consolidated financial statements are the same
      as those described in the December 31, 2002 consolidated financial
      statements.

      In the opinion of the Company, the accompanying unaudited condensed
      consolidated financial statements contain all adjustments (consisting of
      normal recurring entries) necessary to present fairly the financial
      position as of June 30, 2003 and the results of operations for the three
      and six months ended June 30, 2003 and 2002.

      The results reported for the three and six months ended June 30, 2003 and
      2002 are not necessarily indicative of the results of operations which may
      be expected for a full year.

Note 2 - Basis of presentation:

      The accompanying condensed consolidated financial statements have been
      prepared assuming Milestone will continue as a going concern. However, as
      shown in the accompanying condensed consolidated financial statements,
      Milestone incurred net losses of approximately $1,159,000 and $1,022,000
      and negative cash flows from operating activities of approximately
      $452,000 and $216,000 during the six months ended June 30, 2003 and 2002,
      respectively. As a result, Milestone had a cash balance of only
      approximately $28,000, a working capital deficiency of approximately
      $6,143,000 and a stockholders' deficiency of approximately $7,250,000 as
      of June 30, 2003. These matters raise substantial doubt about Milestone's
      ability to continue as a going concern. Management believes that its
      initial concerns about the Company's ability to continue as a going
      concern have been alleviated by recent actions taken by Milestone as well
      as management's plans which are discussed below.

      Further, management believes that, in the absence of a substantial
      increase in revenue, it is probable that Milestone will continue to incur
      losses and negative cash flows from operating activities through at least
      June 30, 2004 and that the Company will need to obtain additional equity
      or debt financing, as well as to continue its ability to defer its
      obligations, to sustain its operations until it can expand its customer
      base and achieve profitability, if ever.

      The Company has taken certain steps in order to reduce its operating
      expenses and utilization of cash. These steps include, amongst others, the
      following:

      o     Commencing in 2001 and continuing through 2003, the Company
            reconfigured its sales force. The Company went from maintaining a
            large internal sales force to utilizing independent sales
            representatives and distributors.

      o     The Company reduced administrative personnel and telemarketers by
            approximately ten people.


                                       8
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

      o     On January 31, 2003, the Company completed the closing of the
            Deerfield, IL facility. The customer support, service and other
            back-office functions previously conducted, in whole or in part, at
            this location were consolidated into the Company's New Jersey
            location. The receiving, shipping and storage functions, which were
            also previously done at this location, are now outsourced to an
            independent warehouse located in Pennsylvania.

      o     Obtained an agreement from its Chief Executive Officer/Stockholder
            to defer 2002 and 2003 compensation, aggregating $640,000 until
            January 2005.

      o     Restructured and extended the maturity dates of its debt
            obligations. Further, as part of the debt restructuring, the Company
            obtained agreements from certain of its noteholders enabling it to
            convert debt and related interest aggregating approximately
            $5,239,000 at June 30, 2003 into shares of common stock. On July 1,
            2003, the Company received the necessary approval from convertible
            debt holders to extend the maturity date of certain obligations
            until September 20, 2003. It is the Company's intention to have this
            conversion completed sometime during the third quarter of 2003.

      o     Obtained an agreement from one of its attorneys to convert an
            additional $160,000 of the amount owed into shares of common stock.

      o     During February 2003, the Company received a $200,000 note payable
            from an existing investor which was scheduled to mature on August 1,
            2003. The note is convertible into shares of common stock, at the
            Company's option, which it plans to do during the third quarter of
            2003. On July 1, 2003, the noteholder agreed to extend the note
            payable to September 20, 2003.

      o     In April 2003, the Company received an additional $900,000 8% line
            of credit from the same investor, which is scheduled to mature on
            January 1, 2005, unless extended. $200,000 was drawn down from the
            line during April 2003. Subsequent drawn down were $25,000 and
            $75,000 in July and August, respectively.

      o     On June 2, 2003, the Company received an additional $50,000 6% note
            payable with warrants attached from a stockholder. The note is
            scheduled to mature in November 2004 and is convertible to stock at
            the Company's option.

      The accompanying condensed consolidated financial statements do not
      include any adjustments relating to the recoverability and classification
      of recorded asset amounts or the amounts and classifications of
      liabilities that might be necessary should the Company be unable to
      continue as a going concern.

Note 3 - Loss per share:

      Basic loss per common share is computed using the weighted average number
      of common shares outstanding.

      Options and warrants to purchase 3,265,814 and 4,415,855 shares of common
      stock were outstanding as of June 30, 2003 and 2002, respectively, but
      were not included in the computation of diluted loss per share because the
      effect would have been anti-dilutive.


                                       9
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 4 - Significant Customer:

      The Company had one foreign customer who accounted for approximately 22%
      of its net sales for the three and six months ended June 30, 2003 and
      approximately 16% and 17%, respectively, for the three and six months
      ended June 30, 2002. At June 30, 2003, receivables from this customer were
      approximately 68% of the Company's total accounts receivable.

Note 5 - Notes payable to officer/stockholder:

      Notes payable to officer/stockholder represent six obligations payable to
      the Company's Chief Executive Officer ("CEO"), consisting of (i) $200,000
      note payable, with interest payable at 9% per annum and having an original
      due date of January 2, 2003, (ii) a $100,000 line of credit with interest
      payable at 6% per annum having an original due date of April 2, 2003, and
      (iii) a $33,215 note payable on demand with interest payable at 6% per
      annum. On April 1, 2003, the $200,000 and $100,000 notes were extended to
      April 1, 2004. On April 15, 2003, $32,000 of the $33,215 notes payable was
      extended to January 2, 2005.

      On January 17, 2003, the Company's CEO provided the Company with a $57,322
      short term loan for the express purpose of purchasing Wand(R) handpieces
      from the Company's supplier. The Company repaid the loan in full by
      February 7, 2003. On February 12, 2003, the CEO provided the Company with
      a $38,215 loan for the same purposes as above and $23,215 remains
      outstanding as of August 15, 2003.

Note 6- Notes payable:

      6%/12% Promissory Notes

      (A) The 6%/12% Promissory Notes consist of the following issuances:

      (i)   On June 16, 2001, the Company restructured its obligations to the
            holders of its 10% Senior Secured Promissory Notes. Under the terms
            of the agreement, each of the noteholders agreed to exchange their
            10% Notes for a new, zero coupon note (the "Zero Coupon Note").

            As a result of the Company initially restructuring its obligations,
            the unamortized portion of the debt discount and deferred financing
            costs were amortized through June 30, 2002. The significant terms of
            the Restructuring Debt were (i) modification of the interest rate
            (ii) granting the company the option to pay the debt with shares of
            common stock and (iii) repricing the warrants which were previously
            issued to the shareholders back to the initial exercise price of
            $1.75 per share.

            Subsequently, on April 15, 2002, the holders additionally agreed to
            extend the promissory notes to July 1, 2003 and to lower the
            interest rate to 6% if paid in cash or to 12% if paid in common
            stock. In connection with the extension, the Company recorded
            $16,215 in deferred financing charges relating to professional fees
            and $140,203 of deferred financing costs relating to consideration
            to the noteholders valued at $120 per share of the Company's common
            stock for each $1,000 face amount outstanding at maturity which
            increased the aggregate carry value of the notes by $140,203. The
            Company is accruing interest expense at 12%. These deferred
            financing costs are being amortized through July 1, 2003.

            Further, on July 1, 2003, the holders additionally agreed to extend
            the promissory notes to September 20, 2003.


                                       10
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

      (ii)  In August 2000, the Company borrowed $1,000,000 which consists of
            two loans from two funds managed by Cumberland Associates LLC, and
            bear interest at 20% per year and payable in cash or through the
            issuance of additional 20% notes on which both interest and
            principal are payable. The loans are secured by substantially all
            assets of the Company and are subordinated to the 6%/12% senior
            secured promissory notes that were amended April 15, 2002. The
            Company can prepay the loans in cash at any time. The Company can
            prepay the notes and accrued interest with common stock at its
            option. Stock issued in lieu of payment of the debt will be valued
            at 85% of the then market price.

            For the six months June 30, 2003 and 2002, the Company converted
            into principal, accrued interest of $160,211 and $128,545,
            respectively.

            On April 12, 2002, Cumberland Associates LLC agreed to extend the
            maturity date of these loans through July 1, 2003 and to lower the
            interest rate from 20% to 6%, if paid in cash, or 12% if paid in
            common stock. The Company recorded $16,215 of deferred financing
            charges relating to professional fees and $189,369 relating to
            consideration issued to the noteholders valued at $120 per share of
            the Company's common stock for each $1,000 face amount outstanding
            at maturity. The Company is currently accruing interest expense at
            12%. Accordingly, the deferred financing costs and the unamortized
            financing charges are being amortized through July 1, 2003.

            It is currently the Company's intention to satisfy these obligations
            with shares of common stock upon their maturity.

      (B) 8% Promissory Notes

      The 8% promissory notes consist of the following:

            On July 31, 2000, the Company established a $1,000,000 credit
            facility with a major existing investor. Initially, $500,000 was
            borrowed under the line, which was due on June 30, 2003. In December
            2000, and January 2001, the Company borrowed under the credit
            facility an additional $400,000 and $100,000, respectively, due on
            December 31, 2003. In connection with the initial $500,000, the
            investor received five-year warrants to purchase 70,000 shares of
            the Company's common stock, exercisable at $3.00 per share. In
            connection with the $400,000, the investor received five-year
            warrants to purchase 80,000 shares of the Company's common stock
            exercisable at $1.25 per share. In connection with the $100,000, the
            investor received five-year warrants to purchase 20,000 shares of
            the Company's common stock at $1.25 per share. On April 12, 2002,
            the investor agreed to extend the maturity date of the $500,000 to
            August 1, 2003. At the option of the Company, this $500,000 can be
            convertible into common stock. Accordingly, in connection with the
            extension, the unamortized debt discount is being amortized to
            August 1, 2003. On April 15, 2003, the investor agreed to extend the
            maturity date of the $500,000 and interest originally due December
            31, 2003 to January 2, 2005. Accordingly, only $500,000 of loans
            have been recorded as long term debt in the accompanying
            consolidated financial statements. On July 1, 2003, the investor
            agreed to extend the maturity date of notes due August 1, 2003 until
            September 20, 2003.

            During 2002, the Company issued a total of $1,185,000 promissory
            notes to an existing investor. The notes bear interest at 8% if paid
            in cash and 10% if paid in stock and mature on September 30, 2003.
            At the option of the Company, the principal and interest are payable
            on the maturity date in common stock. Additionally, the note will
            automatically convert into the Company's common stock if the Company
            issues 1,000,000 shares or raises at least $1,000,000 from the sale
            of equities prior to August 1, 2003, at the market price in that
            transaction but not less than $.50 per common share, or more than
            $2.00 per share. The Company is accruing interest at 10%.


                                       11
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

      (C) 6% Convertible Promissory Notes

            During June 2003, the Company issued a $50,000 promissory note to an
            existing investor. The note bears interest at 6% and matures on
            November 27, 2004. At the option of the Company, the principal and
            interest are payable on the maturity date in common stock at a rate
            of one share of the Company's common stock for every $.312 of
            indebtedness. Additionally, Milestone granted the investor warrants
            to purchase 160,256 of the Company's common stock at a per share
            price of $.52 with an estimate fair value of $14,423 at any time or
            from time to time during the period commencing of June 4, 2003 and
            ending June 3, 2005. This resulted in an initial increase to debt
            discount and to additional paid-in capital.

Note 7- Legal proceedings

            On June 10, 2002, a former distributor, Henry Schein, Inc., sued
            Milestone in the Supreme Court of the State of New York for $110,851
            claimed to be due them for returned merchandise. Milestone denies
            any liability. The parties are currently engaged in discovery.
            Milestone believes it has meritorious defense to this complaint
            based, in part, on its position that the plaintiff had no right to
            return the goods.

            On May 9, 2003, Milestone was served with a Breach of Contract
            Complaint. In the complaint, the plaintiff, Korman/Lender Management
            (landlord of the facility in Deerfield, IL) seeks damages of $17,755
            plus costs, including attorney's fees, interest and continuing
            rental obligation. The Company is in the process of preparing a
            response.

Note 8 - Employee Stock Option Plan

            As of June 30, 2003, there were 663,344 outstanding options granted
            under the Milestone 1997 Stock Option Plan. The Company accounts for
            these plans under the recognition and measurement principles of APB
            Opinion No. 25, Accounting for Stock Issued to Employees, and
            related Interpretations. No stock-based employee compensation cost
            is reflected in net loss, as all options granted under those plans
            had an exercise price equal to the market value of the underlying
            common stock on the date of grant. The following table illustrates
            the effect on net loss and loss per share if the Company had applied
            the fair value recognition provisions of FASB Statement No. 123,
            Accounting for Stock-Based Compensation, to stock-based employee
            compensation.

<TABLE>
<CAPTION>
                                                      Three Months Ended June 30              Six Months Ended June 30

                                                       2003                2002               2003                2002
                                                       ----                ----               ----                ----
<S>                                                 <C>               <C>                 <C>                 <C>
      Net loss, as reported                         $ 650,558         $   502,211         $   1,158,802       $   1,022,421
      Deduct:  Total stock-based employee
      compensation expenses determined under
      fair value based method for all awards
                                                       56,154             134,566               112,108             257,688
                                                    ---------         -----------         -------------       -------------
      Net loss, pro forma
                                                    $ 706,712         $   636,777         $   1,270,910       $   1,280,109
                                                    =========         ===========         =============       =============
      Loss per share: Basic and diluted
           As reported
           Basic-pro forma                          $    (.05)        $      (.04)        $        (.09)      $        (.08)
                                                    =========         ===========         =============       =============
                                                    $    (.06)        $      (.05)        $        (.10)      $        (.08)
                                                    =========         ===========         =============       =============
</TABLE>


                                       12
<PAGE>

                   MILESTONE SCIENTIFIC INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 9 - Closing of Deerfield, IL Facility

            In December 2002, Milestone initiated the transition of its customer
            service office to its corporate headquarters in Livingston, New
            Jersey and its distribution and logistics center to a third party,
            Design Centre of York, Pennsylvania. The resulting closing of the
            Deerfield location was completed during January 2003. The net book
            value of the facility's fixed assets transferred or disposed during
            January 2003 was $41,425 and $11,248, respectively.

Note 10 - Subsequent Events

            Annual Meeting Results

            On July 2, 2003, the Stockholders of Company adopted the Amendment
            to Milestone's Certificate of Incorporation, increasing the
            authorized shares of Common Stock from 25,000,000 to 50,000,000.

            An additional amendment to the Company's Certificate of
            Incorporation was approved by Company's stockholders on July 18,
            2003. It adds a new class of the 5,000,000 shares of "blank check"
            Preferred Stock. Such rights, preferences and privileges are to be
            determined by the Board of Directors when designating each issue.

            These amendments will serve to facilitate the conversion of the debt
            instruments whose maturity had been extended to September 20, 3003.


                                       13
<PAGE>

ITEM 2. Management's Discussion and Analysis or Plan of Operations

Summary of Significant Accounting Policies

      Our discussion and analysis of our financial condition and results of
      operations are based upon our condensed consolidated financial statements,
      which have been prepared in accordance with accounting principles
      generally accepted in the United States of America. The preparation of
      these consolidated financial statements requires us to make estimates and
      judgments that affect the reported amounts of assets, liabilities,
      revenues and expenses, and related disclosure of contingent assets and
      liabilities. On an on-going basis, we evaluate our estimates, including
      those related to accounts receivables, inventories, advances to our
      contract manufacturer, stock based compensation and contingencies. We base
      our estimates on historical experience and on various other assumptions
      that are believed to be reasonable under the circumstances, the results of
      which form the basis for making judgments about the carrying values of
      assets and liabilities that are not readily apparent from other sources.
      Actual results may differ from those estimates under different assumptions
      or conditions.

New Accounting Pronouncement

      In December 2002, SFAS No.148, "Accounting for Stock-Based
      Compensation-Transition and Disclosure, an Amendment of SFAS No. 123" was
      issued. SFAS No. 148 amends SFAS No. 123, to provide alternative methods
      of transition for a voluntary change to the fair value method of
      accounting for stock -based employee compensation. In addition, SFAS No.
      148 amends the disclosure requirements of SFAS No. 123 to require
      prominent disclosures in both annual and interim financial statements
      about the method of accounting for stock-based employee compensation and
      the effects of the method used on reporting results. Milestone adopted
      SFAS No. 148, effective January 1, 2003 and it did not have any material
      impact on its consolidated financial statements.

      In May 2003, SFAS No. 150, "Accounting for Certain Financial Instruments
      with Characteristics of both Liabilities and Equity" was issued. The
      statement requires that an issuer classify financial instruments that are
      within its scope as a liability. Many of those instruments were classified
      as equity under previous guidance. Most of the guidance in SFAS No. 150 is
      effective for all financial instruments entered into or modified after May
      31, 2003, and otherwise effective at the beginning of the first interim
      period beginning after June 15, 2003. We are currently evaluating the
      provisions of this statement, and do not believe that it will have an
      impact on our consolidated financial statements.

Overview

      Milestone's results from operations for the six months ended June 30,
      2003, clearly reflects Milestone's reliance on the continued growth in
      sales to foreign distributors while Milestone completes its training and
      further expansion of Milestone's domestic independent sales force and
      finalizes preparations to distribute two newly developed products while
      seeking additional financing.

      The net loss for the six months ended June 30, 2003 was approximately
      $136,000 greater than the loss reported for the six months ended June 30,
      2002. A decline in sales volume and gross profit percentages, coupled with
      increases in research and development expenses and interest expense were
      the primary factors in achieving these results.


                                       14
<PAGE>

Statement of Operations

  Three months ended June 30, 2003 compared to three months ended June 30, 2002

      Net sales for the three months ended June 30, 2003 and 2002 were
      $1,008,965 and $1,160,129, respectively. The $151,164 or 13.0% decrease is
      primarily related to approximately $86,000 decrease in CompuDent(TM) sales
      and a $48,000 decrease in CompuMed(TM) sales. Also, revenue from Wand(R)
      handpieces sales decreased by $10,000. The decrease in Wand(R) handpiece
      sales is the result of changing the primary vendor of the Wand(R)
      handpiece, resulting in inconsistent inventory levels. Subsequently, the
      transition issues have been resolved and are resulting in improved supply
      chain management.

      Cost of sales for the three months ended June 30, 2003 and 2002 were
      $499,337 and $515,756 respectively. The $16,419 decrease is attributable
      primarily to lower sales volume.

      For the three months ended June 30, 2003, Milestone generated a gross
      profit of $509,628 or $51% as compared to a gross profit of $644,373 or
      56% for the three months ended June 30, 2002. The decrease in gross profit
      percentage is primarily attributable to increased sales to foreign
      distributors. Sales to foreign distributors are of higher volume but at a
      reduced margin.

      Selling, general and administrative expenses for the three months ended
      June 30, 2003 and 2002 were $841,435 and $937,952 respectively. The
      $96,517 decrease is attributable primarily to an approximate $106,000
      decrease in expenses associated with the sale and marketing of the
      Wand(R).

      Milestone incurred costs totaling $13,150 relating to the rent expense for
      its closed facility in Deerfield, IL.

      Research and development expenses for the three months ended June 30, 2003
      and 2002 were $51,091 and $15,084, respectively. These costs are
      associated with the development of Milestone's SafetyWand(TM), which
      incorporates engineered safety injury sharps protection, mandated by the
      Federal Needlestick Safety and Prevention Act of 2000.

      The loss from operations for the three months ended June 30, 2003 and 2002
      were $396,048 and $308,643, respectively. The $87,405 increase in loss
      from operations is explained above.

      Milestone generated $24,000 in other income for the three months ended
      June 30, 2002 as a result of a consulting contract which expired in
      October 2002.

      Interest expense of $254,510 was incurred for the three months ended June
      30, 2003 as compared to $217,567 for the three months ended June 30, 2002.
      The increase is attributable to higher average borrowings in 2003.

      The net loss for the three months ended June 30, 2003 was $650,558 as
      compared to a net loss of $502,210 for the three months ended June 30,
      2002. The $148,348 increase in net loss is explained above.

    Six months ended June 30, 2003 compared to six months ended June 30, 2002

      Net sales for the six months ended June 30, 2003 and 2002 were $2,134,690
      and $2,181,717, respectively. The $47,027 or 2.2% decrease is primarily
      related to an approximate $69,000 decrease in CompuMed(TM) sales a $35,000
      decrease in CompuDent(TM) sales and a $44,000 decrease in domestic sales
      of the Wand(R) handpieces. These decreases were partially offset by an
      $113,000 increase in foreign sales of the Wand(R) handpiece. The decrease
      in Wand(R) handpiece sales is the result of changing the primary vendor of
      the


                                       15
<PAGE>

      Wand(R) handpiece, resulting in inconsistent inventory levels.
      Subsequently, the transition issues have been resolved and are resulting
      in improved supply chain management.

      Cost of sales for the six months ended June 30, 2003 and 2002 were
      $1,048,421 and $981,771 respectively. The $66,650 increase is attributable
      primarily to higher sales volume to foreign distributors.

      For the six months ended June 30, 2003, Milestone generated a gross profit
      of $1,086,269 or 50.9% as compared to a gross profit of $1,199,946 or 55%
      for the six months ended June 30, 2002. The decrease in gross profit
      percentage is primarily attributable to increased sales to foreign
      distributors. Sales to foreign distributors are of higher volume but at a
      reduced margin.

      Selling, general and administrative expenses for the six months ended June
      30, 2003 and 2002 were $1,600,415 and $1,835,208 respectively. The
      $234,793 decrease is attributable primarily to an approximate $227,000
      decrease in expenses associated with the sale and marketing of the Wand(R)
      technology.

      Milestone incurred costs totaling $65,873 relating to the closure of its
      Deerfield, IL facility.

      Research and development expenses for the six months ended June 30, 2003
      and 2002 were $83,092 and $45,379 respectively. These costs are associated
      with the development of Milestone's SafetyWand(TM), device.

      The loss from operations for the six months ended June 30, 2003 and 2002
      were $663,111 and $680,641 respectively. The $17,530 decrease in loss
      from operations is explained above.

      Milestone generated $48,000 in income for the six months ended June 30,
      2002 as a result of a consulting contract which expired in October 2002.

      Interest expense of $495,691 was incurred for the six months ended June
      30, 2003 as compared to $389,780 for the six months ended June 30, 2002.
      The increase is attributable to higher average borrowings in 2003.

      The net loss for the six months ended June 30, 2003 was $1,158,802 as
      compared to a net loss of $1,022,421 for the six months ended June 30,
      2002. The $136,381 increase in net loss is explained above.

Liquidity and Capital Resources

      The accompanying condensed consolidated financial statements have been
      prepared assuming Milestone will continue as a going concern. However, as
      shown in the accompanying condensed consolidated financial statements,
      Milestone incurred net losses of approximately $1,159,000 and $1,022,000
      and negative cash flows from operating activities of $452,000 and $216,000
      during the six months ended June 30, 2003 and 2002, respectively. As a
      result, Milestone had a cash balance of only approximately $28,000, a
      working capital deficiency of approximately $6,143,000 and a stockholders'
      deficiency of approximately $7,250,000 as of June 30, 2003. These matters
      raise substantial doubt about Milestone's ability to continue as a going
      concern. Management believes that its initial concerns about the Company's
      ability to continue as a going concern have been alleviated by recent
      actions taken by Milestone as well as management's plans which are
      discussed below.

      Further, management believes that, in the absence of a substantial
      increase in revenue, it is probable that Milestone will continue to incur
      losses and negative cash flows from operating activities through at least
      June 30, 2004 and that the Company will need to obtain additional equity
      or debt financing, as well as to continue its ability to defer its
      obligations, to sustain its operations until it can expand its customer
      base and achieve profitability, if ever.


                                       16
<PAGE>

      To date, the Company has taken certain steps in order to reduce its
      operating expenses and utilization of cash. These steps include, amongst
      others, the following:

            o     Commencing in 2001 and continuing through 2003, the Company
                  reconfigured its sales force. The Company went from
                  maintaining a large internal sales force to utilizing
                  independent sales representatives and distributors.

            o     The Company reduced administrative personnel and telemarketers
                  by approximately ten people.

            o     On January 31, 2003, the Company completed the closing of the
                  Deerfield, IL facility. The customer support, service and
                  other back-office functions previously conducted, in whole or
                  in part, at this location were consolidated into the Company's
                  New Jersey location. The receiving, shipping and storage
                  functions, which were also previously done at this location,
                  are now outsourced to an independent warehouse located in
                  Pennsylvania.

            o     Obtained an agreement from its Chief Executive
                  Officer/Stockholder to defer 2002 and 2003 compensation,
                  aggregating $640,000 until January 2005.

            o     Restructured and extended the maturity dates of its debt
                  obligations. Further, as part of the debt restructuring, the
                  Company obtained agreements from certain of its noteholders
                  enabling it to convert debt and related interest aggregating
                  approximately $5,239,000 at June 30, 2003 into shares of
                  common stock. On July 1, 2003, the Company received the
                  necessary approval from convertible debt holders to extend the
                  maturity date of certain obligations until September 20, 2003.
                  It is the Company's intention to have this conversion
                  completed sometime during the third quarter of 2003.

            o     Obtained an agreement from one of its attorneys to convert an
                  additional $160,000 of the amount owed into shares of common
                  stock.

            o     During February 2003, the Company received a $200,000 note
                  payable from an existing investor which was scheduled to
                  mature on August 1, 2003. The note is convertible into shares
                  of common stock, at the Company's option, which it plans to do
                  during the third quarter of 2003. On July 1, 2003, the
                  noteholder agreed to extend the note payable to September 20,
                  2003.

            o     In April 2003, the Company received an additional $900,000 8%
                  line of credit from the same investor, which is scheduled to
                  mature on January 1, 2005, unless extended. $200,000 was drawn
                  down from the line during April 2003. Subsequent drawn down
                  were $25,000 and $75,000 in July and August, respectively.

            o     On June 2, 2003, the Company received an additional $50,000
                  note payable with warrants attached from a stockholder. The
                  note is scheduled to mature in November 2004 and is
                  convertible to stock at the Company's option.

      For the six months ended June 30, 2003, the Company's net cash used in
      operating activities was $451,760 This was attributable primarily to a net
      loss of $1,158,802 adjusted for noncash items of $242,962 (of which
      $213,640 was for amortization of debt discount and deferred financing
      costs); a $369,518 increase in accounts receivable; an $38,092 increase in
      inventories; a $103,883 decrease in advances to contract manufacturer; a
      $43,555 decrease in prepaid expenses; an increase in accounts payable of
      $270,807; a $282,051 increase in accrued interest; a $11,396 increase in
      accrued expenses; and an $160,000 increase in deferred compensation.

      For the six months ended June 30, 2003, the Company used $14,950 in
      investing activities for capital expenditures.

      For the six months ended June 30, 2003, the Company generated $485,494
      from financing activities as it issued promissory notes to existing
      investors totaling $450,000, incurred $58,215 of net borrowings from its
      Chief Executive Officer, and recorded $22,721 in deferred financing
      costs.


                                       17
<PAGE>

      At June 30, 2003, the Company had one foreign customer which accounted for
      approximately 22% of sales for the three and six months ended June 30,
      2003 and approximately 16% and 17%, respectively, for the three and six
      months ended June 30, 2002. At June 30, 2003, receivables from this
      customer were approximately 68% of our total outstanding receivables.

OPERATIONS

      Milestone believes that CompuDent(TM), CompuMed(TM) and The Wand(R)
      technology represents a major advance in the delivery of local anesthesia
      and that the potential applications of this technology extends beyond
      dentistry. Based on scientific and anecdotal support, the Company contends
      that CompuMed(TM) could enhance the practices of the estimated 90,000 U.S.
      based physicians included in such non-dental disciplines as Podiatry, Hair
      Restoration Surgery, Plastic Surgery, Dermatology, colorectal surgery and
      procedures in Orthopedics, OB-GYN and Ophthalmology.

      Despite limited resources, Milestone has continued its efforts to realize
      the market potential of The Wand(R) and become profitable. These steps
      include (i) relaunching of The Wand Plus(TM) drive unit domestically,
      under the name CompuDent(TM), (ii) distribution of CompuDent(TM) through a
      host of channels (i.e. independent sales representatives, an inside sales
      group and a major dental distributor), (iii) launching The Wand Plus(TM)
      drive unit for medical purposes and marketing it as CompuMed(TM), (iv)
      increasing presence at medical trade shows, (v) advertising to increase
      the awareness of the product, (vi) implementing cost reduction programs,
      and (vii) restructuring certain outstanding obligations. Management
      believes that these steps are critical to the realization of Milestone's
      long-term business strategy.

NEW PRODUCTS

      In June 2003, Milestone Scientific received approval to sell two new
      products - the SafetyWand(TM) and the Wand(R) handpiece with Needle in the
      European Community and to apply the CE Mark to those products.

      SafetyWand addresses the need to incorporate engineered safety injury
      protection (ESIP) into medical devices required under the federal
      Needlestick Safety and Prevention Act. This Act also requires employers to
      identify, evaluate and implement products with ESIP on an annual basis.
      SafetyWand, which is used in conjunction with the CompuDent computer
      controlled local anesthetic delivery system, allows the practitioner to
      safely protract and retract a needle into a protective sheath. The
      SafetyWand was developed by Dr. Mark Hochman, Milestone's Director of
      Research and Development.

      The Wand handpiece with bonded needle, addresses three critical issues.
      First, in some parts of the world, practitioners re-use the single patient
      disposable Wand handpiece. By bonding the needle to the handpiece, this
      re-use will be eliminated. The Wand handpiece with needle will be sold at
      the current selling price of the Wand handpiece, which will reduce the
      practitioners overall cost. Secondly, as the product will be available in
      27G 1 1/4", 30G 1" and 30G 1/2" models, the practitioners will purchase
      multiple SKU's to address all of their procedures. Finally, the gross
      margin on this handpiece will improve by more than 30%.

LEGAL PROCEEDINGS

      On June 10, 2002, Inc. a former distributor, Henry Schein, Inc. sued
      Milestone in the Supreme Court of the State of New York for $110,851
      claimed to be due them for returned merchandise. Milestone denies any
      liability. The parties are currently engaged in discovery. Milestone
      believes it has meritorious defense to this complaint based, in part, on
      its position that the plaintiff had no right to return the goods.

      On May 9, 2003, Milestone was served with a Breach of Contract Complaint.
      In the complaint, the plaintiff, Korman/Lender Management (landlord of the
      facility in Deerfield, IL) sued $17,755 plus costs,


                                       18
<PAGE>

      including attorney's fees, interest and continuing rental obligation.
      Milestone is in the process of preparing a response.

OTHER MATTERS - AMERICAN STOCK EXCHANGE

      On May 2, 2002, Milestone received a letter from the American Stock
      Exchange advising that the Company have fallen below the stockholders'
      equity criterion and requesting the submission of a recovery plan
      detailing any actions taken, or planned to be taken within the next 18
      months to bring the Company into compliance. On June 10, 2002, the Company
      submitted a detailed recovery plan to the American Stock Exchange showing
      how Milestone expects to achieve stockholder equity of $4,000,000 by
      December 31, 2003. In response, Milestone received informal advice from
      the American Stock Exchange that in view of the expected loss in 2002,
      Milestone needed to demonstrate how the Company will achieve $6,000,000 in
      stockholders' equity by the end of 2003. On August 14, 2002, a
      supplemental plan demonstrating how Milestone expects to meet these
      requirements was submitted. On August 23, 2002, the American Stock
      Exchange advised Milestone that they had determined that the plan makes a
      reasonable demonstration of Milestone's ability to regain compliance with
      the continued listing standards by the conclusion of the plan period at
      the end of 2003. Subsequently, Milestone has discussed with American Stock
      Exchange its results from operations and its future expectations as they
      relate to the plan submitted in August 2002. The continued listing of
      Milestone's securities on the American Stock Exchange during this period
      will be subject to periodic reviews by the Exchange. Failure to show
      progress consistent with the plan or to regain compliance by the end of
      the plan period could still result in the Milestone being delisted. In the
      event that Milestone's securities are delisted from the American Stock
      Exchange, trading, if any, in the common stock and warrants would be
      conducted in the over the counter market on the NASD's "OTC Bulletin
      Board." Consequently the liquidity of Milestone securities could be
      impaired, not only in the number of securities which could be bought and
      sold, but also through delays in the timing of transactions, reduction in
      security analysts and new media coverage of Milestone, and lower prices
      for Milestone's securities than might otherwise be obtained.


                                       19
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures. Milestone's management,
with the participation of the chief executive officer and the chief financial
officer, carried out an evaluation of the effectiveness of Milestone's
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934 (the "Exchange Act") Rules 13a-15(e) and 15-d-15(e)) as of the end of
the period covered by this quarterly report (the "Evaluation Date"). Based upon
that evaluation, the chief executive officer and the chief financial officer
concluded that, as of the Evaluation Date, Milestone's disclosure controls and
procedures are effective, providing them with material information relating to
Milestone as required to be disclosed in the reports Milestone files or submits
under the Exchange Act on a timely basis.

b) Changes in Internal Control over Financial Reporting. There were no changes
in Milestone's internal controls over financial reporting, known to the chief
executive officer or the chief financial officer, that occurred during the
period covered by this report that has materially affected, or is reasonably
likely to materially affect, Milestone's internal control over financial
reporting.


                                       20
<PAGE>

                                     PART II

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibits:

            4.44  Warrant to purchase 160,256 shares dated June 4, 2003.

            4.45  Form of consent letter to holders of 6%/12% Senior Secured
                  Notes, dated June 20, 2003.

            4.46  Form of consent letter to holders of 6%/12% Secured Notes,
                  dated June 20, 2003.

            4.47  Form of consent letter to Mr. K. Tucker Andersen, dated July
                  22, 2003.

            10.29 6% Convertible Promissory Note, dated June 4, 2003.

            31.1  Chief Executive Officer Certification pursuant to section 302
                  of the Sarbanes-Oxley Act of 2002.

            31.2  Chief Financial Officer Certification pursuant to section 302
                  of the Sarbanes-Oxley Act of 2002.

            32.1  Chief Executive Officer Certification pursuant to section 906
                  of the Sarbanes-Oxley Act of 2002.

            32.2  Chief Financial Officer Certification pursuant to section 906
                  of the Sarbanes-Oxley Act of 2002.

      (b) Reports on Form 8-K:

            None.

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       MILESTONE SCIENTIFIC INC.
                                              Registrant


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


                                       /s/ Thomas M. Stuckey
                                       -------------------------------------
                                       Thomas M. Stuckey, Vice President and
                                       Chief Financial Officer

Dated: August 17, 2003


                                       21

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.44
<SEQUENCE>3
<FILENAME>d56674_ex4-44.txt
<DESCRIPTION>WARRANT FOR THE PURCHASE OF SHARES OF COMMONSTOCK
<TEXT>

                                                                    Exhibit 4.44

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 160,256
                                                          shares of Common Stock

                           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:

                          Martin Hodas
                          271-19E Grand Central Parkway
                          Floral Park, NY 11005

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 June 4, 2003, and ending on June 3, 2005 (the
"Expiration Date"), 160,256 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 $.52. 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 of Warrants. The Registered Holder of any Warrant Certificate
may exercise the Warrants, in whole or in part at any time or from time to time
at or prior to the close of business, on the Expiration Date, at which time the
Warrant Certificates shall be and become wholly void and of no value. Warrants
may be exercised by their holders 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.

<PAGE>

            (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 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.

      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


                                       2
<PAGE>

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) 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 1/100th
of a share, as the case may be.

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

            (e) No Impairment. The Company will not, by amendment of its
Articles of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company but will at all
times in good faith assist in the carrying out of all the


                                       3
<PAGE>

provisions of this Section 2 and in the taking of all such actions as may be
necessary or appropriate in order to protect against impairment of the rights of
Registered Holder to adjustments in the Purchase Price.

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

      3. Fractional Shares. The Company shall not be required upon the exercise
of this Warrant to issue any fractional shares, but shall make an adjustment
thereof in cash on the basis of the last sale price of the Warrant Shares on the
over-the-counter market as reported by Nasdaq or on a national securities
exchange on the trading day immediately prior to the date of exercise, whichever
is applicable, or if neither is applicable, then on the basis of the then fair
market value of the Warrant Shares as shall be reasonably determined by the
Board of Directors of the Company.

      4. Limitation on Sales. (a) 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 (i) an effective registration statement under the Act as to
this Warrant or such Warrant Shares or (ii) 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."

      (b) The Registered Holder represents that he is an "accredited investor"
as such term is defined in the Act and the rules adopted there under and is
familiar with the types of risks inherent in the acquisition of securities such
as the Company's shares or warrants.

      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


                                       4
<PAGE>

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.

      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
American Stock Exchange, at the earliest time that such listing may be obtained
in accordance with the rules and regulations of the American Stock 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.

      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.


                                       5
<PAGE>

      10. Transfers, etc.

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

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

      11. 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.

      12. 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.

      13. 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.

      14. 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.

      15. 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.

      16. 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.

      17. 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:


                                       6
<PAGE>

      to Registered Holder:      Martin Hodas
                                 271-19E Grand Central Parkway
                                 Floral Park, NY 11005

      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
                                 405 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: June 4, 2003.

                                              MILESTONE SCIENTIFIC INC.


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


                                              Registered Holder


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

Martin Hodas


                                       7
<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:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.45
<SEQUENCE>4
<FILENAME>d56674_ex4-45.txt
<DESCRIPTION>LETTER
<TEXT>

                                                                    EXHIBIT 4.45

                                                                   June 20, 2003

To the Holders
      of the 6% / 12% Senior Secured Notes
      (formerly the 20% Senior Secured Notes)

      We hereby seek your approval for the extension of the maturity date of the
6% / 12% Senior Secured Notes from July 1, 2003 until September 30, 2003. This
extension will enable us to satisfy the Notes in a manner that meets the needs
of both the Noteholders and the Company.

      Our cash resources are currently inadequate to allow us to pay the Notes
at maturity in cash. Further, though we have the right to pay the Notes and
certain similar debt obligations in Common Stock at maturity, at the $.30
closing price of our shares on May 30, 2003 this would have required issuance of
15,857,000 shares, a number which exceeds the 12,633,370 shares now outstanding
and also exceeds the number of shares available for issuance. Accordingly, we
have submitted to our stockholders for approval a proposed amendment to our
Certificate of Incorporation increasing the authorized shares of Common Stock.

      At the Annual Meeting of Stockholders we are also seeking approval of the
creation of a new class of "blank check" Preferred Stock. The existence of a
blank check Preferred Stock would also allow us to offer payment of the debt
through issuance of a security which would have rights more beneficial to the
investors and superior to the Common Stock, which we would otherwise be forced
to use. For example, the Preferred Stock could have significant liquidation
preferences over the Common Stock, and could be convertible at the option of the
holder. Thus investors would be given, for the first time, the opportunity to
have liquidity on their investment. To protect investors in the Notes against
the extraordinary dilution which would occur through issuance of the tremendous
number of shares of Common Stock now required to satisfy the debt, there could
also be limitations on the magnitude of sales of the Common Stock issued in
conversion at any time, depending on market conditions. Of course, these are
just illustrations. Whether the investors will prefer to receive Preferred Stock
instead of Common Stock and the terms of the Preferred Stock are yet to be
discussed. For that reason, some time is necessary to allow these discussions to
occur.

      Accordingly, to allow time for the orderly payment of the Notes and to
avoid the adverse consequences of a default, we would appreciate your agreeing
to the extension by executing and returning the attached copy of this letter.

                                          Very truly yours,


                                          Leonard Osser
                                          Chairman & Chief Executive Officer

Accepted and approved this
     day of June 2003

[Note Holder]

by:
   ----------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.46
<SEQUENCE>5
<FILENAME>d56674_ex4-46.txt
<DESCRIPTION>LETTER
<TEXT>

                                                                    EXHIBIT 4.46

                                                                   June 20, 2003

To the Holders
      of the 6% / 12% Secured Notes
      (formerly the 20% Secured Notes)

      We hereby seek your approval for the extension of the maturity date of the
6% / 12% Secured Notes from July 1, 2003 until September 30, 2003. This
extension will enable us to satisfy the Notes in a manner that meets the needs
of both the Noteholders and the Company.

      Our cash resources are currently inadequate to allow us to pay the Notes
at maturity in cash. Further, though we have the right to pay the Notes and
certain similar debt obligations in Common Stock at maturity, at the $.30
closing price of our shares on May 30, 2003 this would have required issuance of
15,857,000 shares, a number which exceeds the 12,633,370 shares now outstanding
and also exceeds the number of shares available for issuance. Accordingly, we
have submitted to our stockholders for approval a proposed amendment to our
Certificate of Incorporation increasing the authorized shares of Common Stock.

      At the Annual Meeting of Stockholders we are also seeking approval of the
creation of a new class of "blank check" Preferred Stock. The existence of a
blank check Preferred Stock would also allow us to offer payment of the debt
through issuance of a security which would have rights more beneficial to the
investors and superior to the Common Stock, which we would otherwise be forced
to use. For example, the Preferred Stock could have significant liquidation
preferences over the Common Stock, and could be convertible at the option of the
holder. Thus investors would be given, for the first time, the opportunity to
have liquidity on their investment. To protect investors in the Notes against
the extraordinary dilution which would occur through issuance of the tremendous
number of shares of Common Stock now required to satisfy the debt, there could
also be limitations on the magnitude of sales of the Common Stock issued in
conversion at any time, depending on market conditions. Of course, these are
just illustrations. Whether the investors will prefer to receive Preferred Stock
instead of Common Stock and the terms of the Preferred Stock are yet to be
discussed. For that reason, some time is necessary to allow these discussions to
occur.

      Accordingly, to allow time for the orderly payment of the Notes and to
avoid the adverse consequences of a default, we would appreciate your agreeing
to the extension by executing and returning the attached copy of this letter.

                                           Very truly yours,


                                           Leonard Osser
                                           Chairman & Chief Executive Officer

Accepted and approved this
     day of June 2003

[Note Holder.]


by:
   ----------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.47
<SEQUENCE>6
<FILENAME>d56674_ex4-47.txt
<DESCRIPTION>LETTER
<TEXT>

                                                                    EXHIBIT 4.47

                                                                   July 22, 2003

Mr. K. Tucker Andersen
c/o Cumberland Associates LLC
1114 Avenue of the Americas
New York, NY 10036
       and
61 Above All Road
Warren, CT. 06754

Dear Tucker:

      We hereby seek your approval for the extension until September 20, 2003 of
the maturity date of $2,085,000 in debt, plus additional accrued interest until
maturity. This extension will enable us to satisfy these loans in a manner that
meets both our needs and yours.

      As you know, our cash resources are currently inadequate to allow us to
pay the loans at maturity in cash. Further, though we have the right to pay
these loans and certain other similar debt obligations in Common Stock at
maturity, at the $.30 closing price of our shares on May 30, 2003 this would
have required issuance of 15,857,000 shares, a number which exceeds the
12,633,370 shares now outstanding and also exceeds the number of shares
available for issuance, prior to the recent approval of the amendment to our
Certificate of Incorporation.

      Additionally, at the Annual Meeting of Stockholders a proposal to create a
new class of "blank check" Preferred Stock was also approved. The existence of a
blank check Preferred Stock would also allow us to offer payment of the loan
through issuance of a security which would have rights more beneficial to you
and superior to the Common Stock, which we would otherwise be forced to use. For
example, the Preferred Stock could have significant liquidation preferences over
the Common Stock, could pay a cumulative dividend and could be convertible at
the option of the holder. Thus our debt holders would be given, for the first
time, the opportunity to have liquidity on their investment. To protect our debt
holders against the extraordinary dilution which would occur through issuance of
the tremendous number of shares of Common Stock now required to satisfy the
debt, there could also be limitations on the magnitude of sales of the Common
Stock issued in conversion at any time, depending on market conditions. Of
course, these are just illustrations. Whether you will prefer to receive
Preferred Stock instead of Common Stock and the terms of the Preferred Stock
have not yet been agreed upon. For that reason, some time is necessary to allow
these discussions to occur.

      Accordingly, to allow time for the orderly payment of the loan, to allow
the negotiation of a better means of payment than the issuance of Common Stock
and to avoid the adverse consequences of a default, we would appreciate your
agreeing to the extension by executing and returning the attached copy of this
letter by fax and by mail no later than the close of business on July 28, 2003.


<PAGE>

      If you support the extension to allow us the time to negotiate a better
means of satisfying the loan, please execute and return this letter to the
undersigned by fax (at c/o Morse, Zelnick, Rose & Lander, LLP, 405 Park Avenue,
New York, NY 10022, (212) 838-9190) and mail not later than the close of
business on July 28, 2003.

                                           Very truly yours,


                                           Leonard Osser
                                           Chairman & Chief Executive Officer

Accepted and approved this
31st day of July 2003


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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>7
<FILENAME>d56674_ex10-29.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>

                                                                   EXHIBIT 10.29

      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.

                            MILESTONE SCIENTIFIC INC.
                         6% CONVERTIBLE PROMISSORY NOTE

$50,000                                                             June 4, 2003
                                                          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:

                         Martin Hodas
                         271-19E Grand Central Parkway
                         Floral Park, NY 11005

(the "Payee" or the "holder of this Note") or permitted successors and assigns
of the Payee, the principal amount of:

                  FIFTY THOUSAND DOLLARS AND NO CENTS ($50,000)

(the "Principal Amount"), or, if less, the amount then outstanding, 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 Paragraph 1 of this Note at such times and in such
amounts as set forth in Paragraph 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 Paragraphs B and C of this
Paragraph 1, interest on the principal amount hereof shall accrue at the rate of
6% per annum (the "Basic Rate") from the date


                                       1
<PAGE>

hereof until the earliest of maturity on the Maturity Date (as defined in
Paragraph 3 below), or conversion (as described in Paragraph 4 below).

            B. If an Event of Default (as defined in Paragraph 5 below) shall
have occurred and shall continue while this Note is outstanding, interest on
this Note shall accrue at a rate of 12% (such rate is hereinafter referred to as
the "Default Rate").

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

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

      2. Principal. The outstanding Principal Amount of this Note shall be due
and payable on the Maturity Date (as defined in Paragraph 3 below). The
outstanding Principal Amount, with interest to date, shall be prepayable at any
time without penalty upon 15 days notice to Payee. On any prepayment, interest
shall be paid to the date of prepayment.

      3. Maturity. This Note shall mature, and the unpaid Principal Amount and
all accrued interest thereon, shall be due in full on November 27, 2004 (the
"Maturity Date").

      4. Conversion. At the option of Payee, the outstanding Principal Amount of
this Note, and any accrued but unpaid interest, in its entirety or in part, may
be converted, at any time before the Maturity Date, into shares of the Common
Stock at a rate of one share for every $.312 of indebtedness.

      5. 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 or interest
hereunder when the same shall be due and payable, not remedied within three (3)
days of written notice given pursuant to Paragraph 5(B) herein, whether at the
Maturity Date or by acceleration or otherwise;

                  (ii) 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;

                  (iii) 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>

                  (iv) 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;

                  (v) 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

                  (vi) 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).

      6. Representations of Payee. Payee represents that shares acquired, as
payment for this Note, shall be acquired for Payee's own account and not with a
view to or for sale in connection with the distribution thereof within the
meaning of the Act or other applicable law. The Payee agrees that the
certificates representing such shares may bear a restrictive legend to the
foregoing effect. The Payee has no present intention of selling, granting any
participation in or otherwise distributing any of these shares. Payee represents
that he is an "accredited investor" as such term is defined in the Act and the
rules adopted thereunder and is familiar with the types of risks inherent in the
acquisition of securities such as the Company's shares. The Payee understands
that the shares have not been registered under the Act or the securities laws of
any state and its financial position is such that it can afford to retain the
shares for an indefinite period of time without realizing any direct or indirect
cash return on its investment. The Payee understands that the shares must be
held by him until they are registered under the Act or unless an exemption from
such registration becomes or is available.

      7. Registration Rights. If Payee converts the Note pursuant to the terms
of Section 4 hereof, Payee shall be entitled to piggyback registration rights
for the common stock acquired on conversion of the Note, with respect to any
future Registration Statement on Form S-3 filed by the Company with the
Securities and Exchange Commission. Such registration rights shall be on terms
customary in transactions of this nature. However, the piggyback registration
rights granted to Payee pursuant to this


                                       3
<PAGE>

Section shall only continue until such time that Payee becomes eligible to sell
its common stock under Rule 144 promulgated under the Act. The Company will pay
all registration expenses in connection therewith.

      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 the first page

            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.

            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


                                       4
<PAGE>

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 Payee and the duly authorized representative of the Company.

                                      MILESTONE SCIENTIFIC INC.


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


                                      Payee:


                                      ------------------------
                                      Martin Hodas


                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>8
<FILENAME>d56674_ex31-1.txt
<DESCRIPTION>CERTIFICATION
<TEXT>

                                                                    EXHIBIT 31.1

                                  CERTIFICATION

I, Leonard Osser, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Milestone
      Scientific Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement
      of material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

            a)    Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

            b)    Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

            c)    Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial
      reporting, to the registrant's auditors and the audit committee of the
      registrant's board of directors (or persons performing the equivalent
      functions):

            a)    All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

            b)    Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date:  August 17, 2003
                                            /s/ Leonard Osser
                                            ------------------------------
                                            Leonard Osser
                                            Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>9
<FILENAME>d56674_ex31-2.txt
<DESCRIPTION>CERTIFICATION
<TEXT>

                                                                    EXHIBIT 31.2

                                  CERTIFICATION

I, Thomas M. Stuckey, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Milestone
      Scientific Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement
      of material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

            a)    Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

            b)    Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and


            c)    Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial
      reporting, to the registrant's auditors and the audit committee of the
      registrant's board of directors (or persons performing the equivalent
      functions):

            a)    All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

            b)    Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date:  August 17, 2003
                                             /s/ Thomas M. Stuckey
                                             -------------------------------
                                             Thomas M. Stuckey
                                             Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>10
<FILENAME>d56674_ex32-1.txt
<DESCRIPTION>CERTIFICATION
<TEXT>

                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Milestone Scientific Inc on Form
10-QSB for the period ending June 30, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Leonard Osser, Chief
Executive Officer of the Company, certify pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.


                                        /s/ Leonard Osser
                                        ----------------------
                                        Leonard Osser
                                        Chief Executive Officer

August 17, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>11
<FILENAME>d56674_ex32-2.txt
<DESCRIPTION>CERTIFICATION
<TEXT>

                                                                    Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Milestone Scientific Inc on Form
10-QSB for the period ending June 30, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Thomas Stuckey, Chief
Financial Officer of the Company, certify pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.


                                        /s/ Thomas M. Stuckey
                                        ------------------------------
                                        Thomas M. Stuckey
                                        Chief Financial Officer

August 17, 2003

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
