Medytox Solutions, Inc. (Form: 8-K, Received: 08/15/2012 15:15:50)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 6, 2012

Medytox Solutions, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Nevada
(State or Other Jurisdiction of Incorporation)


000-54346	54-2156042
(Commission File Number)	(I.R.S. Employer Identification No.)


400 S. Australian Avenue, Suite 800, West Palm Beach, Florida	33401
(Address of Principal Executive Offices)	(Zip Code)

(561) 855-1626

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Section 1 – Registrant's Business and Operations

Item 1.01. Entering into a Material Definitive Agreement

As previously reported in the Form 8-K filed on May 21, 2012, on May 14, 2012, Medytox Solutions, Inc. ("Medytox") borrowed $550,000 from TCA Global Credit Master Fund, LP ("TCA") pursuant to the terms of the Senior Secured Revolving Credit Facility Agreement, dated as of April 30, 2012 (the "Credit Agreement"), among Medytox, Medytox Medical Marketing & Sales, Inc., Medytox Diagnostics, Inc., PB Laboratories, LLC and TCA. On August 8, 2012, Medytox borrowed an additional $525,000 from TCA pursuant to the terms of Amendment No. 1 to Senior Secured Revolving Credit Facility Agreement, dated as of July 31, 2012 ("Amendment No. 1"). These additional funds will be used for general corporate purposes.

Amendment No. 1 effected certain changes to the terms of the Credit Agreement:

the revolving loan commitment was increased from $550,000 to $1,100,000 and is subject to further increase, up to a maximum of $4,000,000, in TCA's sole discretion;

the maturity date of the loan was extended to February 8, 2013 from the original maturity date of November 30, 2012 (subject to TCA's continuing ability to call the loan upon 60 days written notice); and

a prepayment penalty was added of 5% if substantially all of the loan is prepaid between 91 and 180 days prior to February 8, 2013, or 2.50% if substantially all of the loan is prepaid within 90 days of February 8, 2013.

Medytox paid certain fees to TCA, as set forth in Amendment No. 1. Medytox also issued to TCA 30,000 shares of its restricted common stock as a fee for corporate advisory and investment banking services provided by TCA.

In connection with Amendment No. 1, Medytox executed an Amended and Restated Revolving Promissory Note in the amount of $1,100,000. Except as provided in Amendment No. 1, the terms of the Credit Agreement remain in full force and effect.

There are no material relationships between Medytox or any of its affiliates and TCA, other than with respect to the Credit Agreement and Amendment No. 1.

Also as previously reported in the Form 8-K filed on December 12 2011, on December 6, 2011 Medytox entered into three agreements with Valley View Drive Associates, LLC ("Valley View"), namely a promissory note in the original principal amount of $500,000 (the "Note"), a convertible promissory note in the original principal amount of $500,000 (the "Convertible Note"), and a security agreement (the "Security Agreement") under which Medytox and Medytox Medical Management Solutions Corp. and Medytox Institute of Laboratory Medicine, Inc. (each a wholly-owned subsidiary of Medytox) pledged certain collateral to Valley View in connection with the Note and the Promissory Note.

On July 27, 2012, the parties entered into amendments of each of the Note, the Convertible Note and the Security Agreement. The maturity and the repayment terms of the principal of the Note were revised so that the first payment of $50,000 will be made on November 30, 2012, with additional payments of $50,000 on the last working day of each month thereafter for nine months until September 30, 2013. The maturity and the repayment terms of the principal of the Convertible Note were revised so that the first payment of $50,000 will be made on January 31, 2013, with additional payments of $50,000 on the last working date of each month thereafter for nine months until October 31, 2013. The Security Agreement was amended to provide that all obligations owed by Medytox and its subsidiaries to TCA pursuant to the Credit Agreement, and all liens and security interests granted to TCA pursuant to the Credit Agreement, are senior to and have first priority over any security interest granted to Valley View pursuant to the Security Agreement.

The foregoing is qualified in its entirety by reference to (i) Amendment No. 1, a copy of which is filed herewith as Exhibit 10.1, (ii) the Amended and Restated Revolving Promissory Note, a copy of which is filed herewith as Exhibit 10.2, (iii) the Amendment to Promissory Note, a copy of which is filed herewith as Exhibit 10.3, (iv) the Amendment to Convertible Promissory Note, a copy of which is filed herewith as Exhibit 10.4, and (v) the Amendment to Security Agreement, a copy of which is filed herewith as Exhibit 10.5.

Section 2 – Financial Information

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 is incorporated by reference.

Section 5 – Corporate Governance and Management

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Medytox filed a Certificate of Designation on July 6, 2012 with the Secretary of State of the State of Nevada to authorize the issuance of up to 5,000 shares of its Series B Non-Convertible Preferred Stock, par value $.0001 per share (the "Series B Preferred"). The Certificate of Designation set forth the terms and conditions of the Series B Preferred. As of the date hereof, no shares of Series B Preferred have been issued.

The foregoing is qualified in its entirety by reference to the Certificate of Designation for the Series B Non-Convertible Preferred Stock, par value $.0001 per share, of Medytox, a copy of which is filed herewith as Exhibit 3.7.

Section 9 – Financial Statement and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 14, 2012

MEDYTOX SOLUTIONS, INC.

/s/ William G. Forhan

William G. Forhan,
CEO and Chairman
(principal executive officer)

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EXHIBIT INDEX

Exhibit No.

Description

EXHIBIT "A" TO CERTIFICATE OF DESIGNATION
MEDYTOX SOLUTIONS, INC.

Ranking. The Series B Preferred Stock shall rank: (i) senior to the Corporation's common stock, par value $.0001 per share ("Common Stock"); (ii) senior to any class or series of capital stock of the Corporation hereafter created (unless such class or series of capital stock specifically, by its terms, ranks senior to or pari passu with the Series B Preferred Stock); (iii) on parity with any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, on parity with the Series B Preferred Stock; and (iv) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock, in each case as to the payment of dividends and the distribution of assets upon the occurrence of a Liquidation Event (as hereinafter defined) and upon the occurrence of an Asset Transfer (as hereinafter defined) or Acquisition (as hereinafter defined).

Dividends. Each holder of issued and outstanding Series B Preferred Stock shall be entitled to receive monthly as a dividend, an amount equal to (a) the sum of (i) ten percent (10%) of the amount of gross sales in excess of $1 million collected by the Corporation or any subsidiary (on a consolidated basis) in the ordinary course of business during the month immediately preceding the month on which such dividend becomes payable, which amount shall not exceed $150,000 and (ii) fifteen percent (15%) of the amount of gross sales in excess of $2.5 million collected by the Corporation or any subsidiary (on a consolidated basis) in the ordinary course of business during the month immediately preceding the month on which such dividend becomes payable; multiplied by (b) a fraction, the numerator of which is the total number of shares of Series B Preferred Stock held by such holder and the denominator of which is the total number of shares of Series B Preferred Stock then issued and outstanding. Such dividends shall be fully cumulative, shall accumulate from the date of original issuance of the Series B Preferred Stock and shall be payable monthly on the last day of the month in arrears (provided that if such day is a Saturday, Sunday or federal holiday, then such dividend shall be payable on the next day that is not a Saturday, Sunday or federal holiday) in cash out of any funds of the Corporation legally available therefor. In the event any indebtedness or other agreement to which the Corporation is a party or otherwise is bound limits or prohibits the payment of the dividend in cash, any holder of the Series B Preferred Stock, in their sole and absolute discretion, may agree that such dividend payments be made in Common Stock, in an amount as may be agreed upon by such holder and the Corporation. Any dividend not paid in cash or Common Stock shall bear interest at the rate of 8% per annum until paid. The Corporation shall not declare, pay or set aside any dividends on shares of Common Stock (other than dividends payable solely in shares of Common Stock) if any dividends on any shares of Series B Preferred Stock due and payable have not been paid.

Liquidation Rights. Upon the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (each a "Liquidation Event"), each holder of outstanding Series B Preferred Stock shall be entitled to receive, and to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment or distribution shall be made on the Common Stock or any other class of capital stock of the Corporation ranking junior to the Series B Preferred Stock, an amount equal to (a) twenty five percent (25%) of the distributable assets of the Corporation multiplied

(b) a fraction, the numerator of which is the total number of shares of Series B Preferred Stock held by such holder and the denominator of which is the total number of shares of Series B Preferred Stock then issued and outstanding. Upon payment in full of the amount due to such holder under this Section 4, such holder shall have no right or claim to any of the remaining assets of the Corporation with regard to such Liquidation Event.

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Asset Transfers and Acauisitions.

(a)

In the event that the Corporation or any entity which the Corporation owns directly or indirectly a majority of the issued and outstanding voting equity (the Corporation and any such entity, each an "MS Company") is the subject of an Acquisition or Asset Transfer (as hereinafter defined) then each holder of the Series B Preferred Stock shall be entitled to receive out of the proceeds of such Acquisition or Asset Transfer, the amount which such holder would have been entitled to receive had a Liquidation Event occurred and the proceeds of such Acquisition or Asset Transfer were distributable assets of the Corporation under Section 4 above. Upon payment in full of the amount due to such holder under this Section 5, such holder shall have no right or claim to any of the remaining assets of the MS Company that is the subject of such Acquisition or Asset Transfer with regard to such Acquisition or Asset Transfer.

(b)

For purposes of this Section 5, (i) the term "Acquisition" shall mean, with respect to an MS Company, (A) any consolidation or merger of such MS Company with or into any other corporation or other entity or person, or any other reorganization, other than any such consolidation, merger or reorganization in which the equity holders of the MS Company immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; or (B) any transaction or series of related transactions to which the MS Company is a party in which a majority of the MS Company's voting power is transferred (other than to the Corporation); provided that an Acquisition shall not include any transaction or series of related transactions principally for bona fide equity financing purposes in which cash is received by the MS Company or any successor or indebtedness of the MS Company is cancelled or converted or a combination thereof; and (ii) "Asset Transfer" shall mean a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the MS Company.

Restrictive Covenants. So long as any shares of the Series B Preferred Stock are

outstanding, the Corporation shall not take any of the following actions without first obtaining the affirmative written consent of stockholders holding a majority of shares of the Series B Preferred Stock:

(a)

authorize or issue additional shares of the Series B Preferred Stock or create, or authorize the creation of, or issue, any additional class or series of capital stock that ranks senior to the Series B Preferred Stock as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary; or

(b)

amend, alter or repeal any provisions of the Articles of lncorporation, this Certificate or the Bylaws of the Corporation in a manner that adversely affects the powers, preferences or rights of the Series B Preferred Stock.

Transfers; Right of First Offer. No holder of Series B Preferred Stock may assign or

transfer any shares of Series B Preferred Stock, except in accordance with the following provisions:

(a)

if any holder of outstanding Series B Preferred Stock desires to, directly or

indirectly, transfer, sell, assign, pledge, hypothecate, encumber or otherwise dispose of (collectively "Transfer"), all or any portion of any of the shares of the Series B Preferred Stock held by such holder or any economic interest therein to any person (including without limitation any other holder of the Series B Preferred Stock), such holder (the "Offeror") shall so inform the other holders of shares of the Series B Preferred Stock (the "Offerees") and the Corporation in writing (the "Offer Notice"), stating the number of shares that are the subject of such proposed Transfer (the "Offered Shares"), the proposed offer price

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thereof and any other material terms (including the identity of the prospective purchaser(s)) on which the Offeror offers to transfer such shares.

(b)

Each of the Offerees shall have the right, but not the obligation, to purchase all
(but not less than all) of the Offered Shares at the Purchase Price (as defined below) by delivering written notice (the "Offeree Acceptance Notice") of such election to the Offeror within ten (10) days after the delivery of the Offer Notice. If more than one Offeree elects to purchase the Offered Shares (the "Electing Offerees"), the Offered Shares shall be allocated on a pro-rata basis among the Electing Offerees such that each Electing Offeree shall be entitled to purchase a percentage of the Offered Shares based upon a fraction, the numerator of which is the number of shares of Series B Preferred Stock held by the Electing Offeree and the denominator of which is the total number of Series B Preferred Stock held by all of the Electing Offerees.

(c)

If none of the Offerees makes an election to purchase all of the Offerred Shares in accordance with Section 7(b), then the Corporation shall have the right, but not the obligation, to purchase all (but not less than all) of the Offered Shares at the Purchase Price (as defined below) by delivering written notice (the "Corporation Acceptance Notice") of such election to the Offeror within ten (10) days after the expiration of the ten (10) day period set forth in Section 7(b).

(d)

If one or more Offerees elect to purchase the Offered Shares in accordance with
Section 7(b), or the Corporation elects to purchase the Offered Shares in accordance with Section 7(c), such transaction shall be consummated at a closing which shall be held within thirty (30) days following delivery of the Offeree Acceptance Notice or the Corporation Acceptance Notice, as the case may be. The Purchase Price shall be payable at the option of the Offerees or the Corporation, as the case may be, in their or its sole and absolute discretion (i) in a lump sum at the closing or (ii) in twelve (12) equal monthly installments, with the first installment due and payable within thirty (30) days after the closing and a successive installment due and payable on each of the eleven (11) monthly anniversaries thereafter (with interest payable at the rate of 8% per annum and any unpaid installments being secured by the Offered Shares).

(e)

If none of the Offerees makes an election to purchase all of the Offerred Shares
in accordance with Section 7(b), and the Corporation does not make an election to purchase all of the Offered Shares in accordance with Section 7(c), then the Offeror shall be permitted to proceed with the proposed Transfer of the Offered Shares, and the Offeror shall have sixty (60) days following the expiration of the ten (10) day period set forth in Section 7(c) to consummate such proposed Transfer before the Offeror must again comply with the provisions of this Section 7.

(f)

For purposes of this Certificate of Designation, the term "Purchase Price" shall
mean the purchase price payable for each share of Series B Preferred Stock, which shall be equal to (i) the total amount of dividends received by the holder with respect to all shares of Series B Preferred Stock held by such holder pursuant to Section 3 for the twelve (12) month period preceding the date on which the Offer Notice is received by the Offerees or, in the case of the sale of shares of Series B Preferred Stock pursuant to Section 9, the date on which the Call Notice is received by the holder, plus all accrued and unpaid dividends multiplied by (b) a fraction, the numerator of which is the total number of shares of Series B Preferred Stock which are to be purchased and the denominator of which is the total number of shares of Series B Preferred Stock held by such holder.

(g)

Notwithstanding anything to the contrary contained in this Section 7, a Transfer
shall not include:

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any transfer of shares of Series B Preferred Stock pursuant to Sections 8 and 9 hereof;

ii.

if a holder of shares of Series B Preferred Stock is an entity, any transfer to any beneficial owner of such entity; provided, that, after any such transfer, for purposes of Sections 8 and 9 hereof, the term "holder" shall be deemed to include both such transferor and such transferee;

iii.

any transfer to the children or spouse of a holder, or an entity solely owned or controlled by the children or spouse of a holder (and to which no other party has any interest, contingent or otherwise); provided, that , after any such transfer, for purposes of Sections 8 and 9 hereof, the term "holder" shall be deemed to include both such transferor and such transferee; and

iv.

in the case of multiple transfers of the same shares of Series B Preferred Stock under this clause (g), for purposes of Sections 8 and 9 hereof, the term "holder" shall be deemed to include all such transferors and such transferees.

Non-Competition. Notwithstanding anything contained in this Certificate of Designation, the Corporation shall have the right, in its sole and absolute discretion, to cancel any shares of the Series B Preferred Stock for no consideration if at any time during the thirty-six (36) month period following the date on which such Series B Preferred Stock is issued (the "Restricted Period") the holder of such Series B Preferred Stock (i) breaches any restrictive covenant provision in any employment agreement or consulting agreement to which the holder and the Corporation (or any subsidiary) may be parties, or (ii) directly or indirectly, enters into the employment of, renders any services to, engages, manages, operates, joins, or owns, lends money or otherwise offers other assistance to or participates in or is connected with, as an officer, director, employee, principal, agent, creditor, proprietor, representative, stockholder, partner, associate, consultant, sole proprietor or otherwise, any business (whether of such holder or another person or entity) that, directly or indirectly, is engaged in providing, selling, consulting with regard to or marketing any products or services that compete with the products and/or services of any MS Company anywhere in the United States or any other country in which any MS Company has customers, facilities, distributors or employees or does business.

Call Right of the Corporation. If the holder of Series B Preferred Stock is an employee of, or consultant to, the Corporation and such holder terminates his, her or its employment or consulting relationship with the Corporation at any time during the twenty-four (24) month period following the date on which such Series B Preferred Stock is issued, the Corporation shall have the right, but not the obligation, to elect to cause such holder (the "Selling Holder") to sell to the Corporation all or any portion of such Series B Preferred Stock at the Purchase Price by delivering written notice (the "Call Notice") of such election to the Selling Holder within ten (10) days after the date on which the Selling Holder's employment or consulting relationship with the Corporation terminates. If the Corporation elects to cause the Selling Holder to sell such Series B Preferred Stock to the Corporation in accordance with this Section 9, such transaction shall be consummated at a closing which shall be held within thirty (30) days following delivery of the Call Notice to the Selling Holder. The Purchase Price shall be payable at the option of the Corporation in its sole and absolute discretion (i) in a lump sum at the closing or (ii) in twelve (12) equal monthly installments, with the first installment due and payable within thirty (30) days after the closing and a successive installment due and payable on each of the eleven (11) monthly anniversaries thereafter (with interest payable at the rate of 8% per annum and any unpaid installments being secured by the Series B Preferred Stock subject to the Call Notice).

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10.

Notices. All notices or communications given hereunder shall be in writing and, if to the Corporation, shall be delivered to it at its principal executive offices and, if to any holder of Series 13 Preferred Stock, shall be delivered to such holder at such holder's address as it appears on the stock books of the Corporation.

11.

Waiver. Any of the rights, powers, preferences and other terms of the Series B Preferred Stock set forth herein may be waived on behalf of all holders of Series B Preferred Stock by the affirmative written consent of stockholders holding a majority of the shares of the Series B Preferred Stock.

12.

Voting Rights. Except as set forth in this Certificate of Designation or otherwise required by law, the holders of Series B Preferred Stock shall not be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the Corporation, and shall have no voting rights.

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AMENDMENT NO. 1

SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT

IN THE AMOUNT OF US$4,000,000

BY AND AMONG

MEDYTOX SOLUTIONS, INC.,
as Borrower,

MEDYTOX MEDICAL MARKETING & SALES, INC.,
MEDYTOX DIAGNOSTICS, INC, and
PB LABORATORIES, LLC
as Joint and Several Guarantors,

AND

TCA GLOBAL CREDIT MASTER FUND, LP,
as Lender

July 31, 2012

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AMENDMENT NO. 1 TO

SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT

THIS AMENDMENT NO. 1 TO SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (this “ Amendment ”) is made as of the 31st day of July, 2012, by and among (i) MEDYTOX SOLUTIONS, INC., a corporation incorporated under the laws of the State of Nevada (the “ Borrower ”), (ii) MEDYTOX MEDICAL MARKETING & SALES, INC., a corporation incorporated under the laws of the State of Florida, MEDYTOX DIAGNOSTICS, INC., a corporation incorporated under the laws of the State of Florida, and PB LABORATORIES, LLC, a limited liability company organized and existing under the laws of the State of Florida, as joint and several guarantors (each a “ Guarantor ” and collectively the “ Guarantors ” and together with Borrower, the “ Credit Parties ”) and (iii) TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “ Lender ”).

W I T N E S S E T H

WHEREAS, the Credit Parties and the Lender have entered into that certain senior secured revolving credit facility agreement, dated as of April 30, 2012 (the “ Credit Agreement ”);

WHEREAS, pursuant to the Credit Agreement, the Lender has agreed to make available to the Borrower a secured revolving loan in the amount of Four Million United States Dollars (US$4,000,000), subject to the terms and conditions therein contained;

WHEREAS, pursuant to the Credit Agreement, the Lender advanced a principal amount of Five Hundred Fifty Thousand United States Dollars (US$550,000) to the Borrower as of April 30, 2012 and Four Hundred Forty Thousand United States Dollars (US$440,000) of principal and interest, in the aggregate, are outstanding as of the date hereof;

WHEREAS, the Credit Parties’ obligations under the Credit Agreement are secured by, inter alia , the following: (i) four security agreements, each dated as of April 30, 2012, by and between each Credit Party, individually, and the Lender (together, collectively, the “ Security Agreements ”); (ii) three Guaranty Agreements, each dated as of April 30, 2012, by and between each Guarantor, individually, and the Lender; (iii) a control agreement by and among PB Laboratories, LLC, the Lender and Wells Fargo Bank, National Association; (iv) a UCC-1 Financing Statement listing the Borrower, as debtor, and Lender, as secured party, filed with the Secretary of State of Nevada under document number 2012013315-9; and (v) three UCC-1 Financing Statements listing each Guarantor, individually, as debtors, and the Lender, as secured party, filed with the Florida Secured Transaction Registry under document numbers 201206749413, 201206749383 and 201206749405;

WHEREAS, the Borrower has requested and the Lender has agreed to advance an additional principal amount of Five Hundred Twenty Five Thousand United States Dollars (US$525,000) to the Borrower as of the date hereof; and

WHEREAS, the parties to this Amendment desire to amend the Credit Agreement and the Security Agreements as set forth herein.

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NOW, THEREFORE, in consideration of the premises set forth above, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Defined Terms . Unless otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to such terms in the Credit Agreement.

Amendment of the Credit Agreement . Subject to the terms and conditions of this Amendment, the Credit Agreement is hereby amended and supplemented as follows:

(a)

all references to the “Senior Secured Revolving Credit Facility Agreement” or the “Agreement” contained in the Credit Agreement shall be deemed to refer to the Credit Agreement as amended hereby;

(b)

Exhibit A hereto shall replace, in its entirety, Exhibit F of the Credit Agreement; Exhibit B hereto shall replace, in its entirety, Exhibit B of the Credit Agreement; all references to “Exhibit F” or “Exhibit B” contained in the Credit Agreement shall be deemed to refer to the respective exhibits attached hereto;

(c)

the preamble paragraph shall be amended to insert the phrase “as may be amended, restated or modified from time to time,” after the text “(“ and before the word “this”;

(d)

Section 1.1 shall be amended as follows:

(i)

The definition of “Anti-Dilution Period” shall be deleted in its entirety and replaced with the following:

“ Anti-Dilution Period ” shall mean the six (6) month period following the Closing Date.

(ii)

The definition of “Permitted Liens” shall be amended by deleting the word “and” prior to clause (l), adding “; and” at the end of clause (l) and adding the following:

(m) any Lien agreed to by the Lender in writing.

(iii)

The definition of “Revolving Loan Commitment” shall be deleted in its entirety and shall be replaced with the following:

“ Revolving Loan Commitment ” shall mean One Million One Hundred Thousand and No/100 United States Dollars (US$1,100,000), and in the event Borrower requests and Lender agrees to increase the Revolving Loan Commitment pursuant to Section 2.1(b) , such aggregate additional amount up to Four Million and No/100 United States Dollars ($4,000,000).

(e)

Section 2.1(b) shall be deleted in its entirety and shall be replaced with the following:

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Increase to Revolving Loan Commitment . Borrower may request and the Lender may, in its sole and absolute discretion (employing substantially the same analysis and metrics the Lender used when determining to originally extend credit hereunder), agree to increase the Revolving Loan Commitment to such additional amounts and at such times as may be determined by the Lender in its sole discretion, up to an amount not to exceed Four Million and No/100 United States Dollars (US$4,000,000); and Lender, in its sole discretion, may, but in any event, is not required to, make available such additional Revolving Loan Commitment increases to Borrower provided the following conditions have been satisfied, in Lender’s sole and absolute discretion: (i) no Event of Default shall have occurred and be continuing or result from the applicable increase of the Revolving Loan Commitment; (ii) Borrower shall have executed and delivered a new or revised Revolving Note; (iii) after giving effect to such increase, the amount of the aggregate outstanding principal balance of all Revolving Loans shall not be in excess of the Revolving Loan Availability; and (iv) Lender shall have reviewed and accepted the amount and type of Accounts that are to be Eligible Accounts.

(f)

Section 2.1(d)(ii) shall be deleted in its entirety and shall be replaced with the following:

Optional Prepayments . Borrower may from time to time prepay the Revolving Loan, in whole or in part, provided , however , (i) that if the Borrower prepays substantially all of the Revolving Loan within ninety one (91) to one hundred eighty (180) days prior to the Revolving Loan Maturity Date, Borrower shall pay to Lender as liquidated damages and compensation for the costs of being prepared to make funds available hereunder an amount equal to Five Percent (5.0%) of the outstanding Revolving Loan Commitment; or (ii) that if the Borrower prepays substantially all of the Revolving Loan within ninety (90) days prior to the Revolving Loan Maturity Date, Borrower shall pay to Lender as liquidated damages and compensation for the costs of being prepared to make funds available hereunder an amount equal to Two and 50/100 Percent (2.50%) of the outstanding Revolving Loan Commitment (the “ Prepayment Penalty ”) except in the case of an Early Termination Notice. The parties agree that the amount payable pursuant to this subsection is a reasonable calculation of Lender’s lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early termination of the Revolving Loan Commitment.

(g)

Section 7.3 shall be amended by adding the words “or as may be agreed to by the Lender in writing” in the penultimate sentence immediately before clause (i).

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(h)

Section 9.7 shall be amended by adding the words “except as agreed to by the Lender in writing” immediately prior to clause (i);

(i)

Section 10.18 shall be amended to delete the first two (2) sentences and replace them with the following:

It is the intention of the Lender and the Borrower that by August 8, 2013 (the “ Twelve Month Valuation Date ”) the Lender shall have generated net proceeds from the sale of the Commitment Shares equal to the Share Value. The Lender shall have the right to sell the Commitment Shares at any time in accordance with applicable securities laws, but in any event, not during the Anti-Dilution Period, provided that Lender agrees to use its good faith efforts to sell the Commitment Shares after the applicable restrictive holding period applicable thereto has expired (and provided the restrictive legends thereon have been removed and the Commitment Shares are otherwise freely tradable), in such amounts as reasonably practicable given then existing market conditions, in Lender’s discretion, with the intention of selling the Commitment Shares as soon as reasonably practicable following the expiration of the restricted holding period and removal of restrictive legends on such Commitment Shares. At any time the Lender may elect after the Twelve Month Valuation Date (or prior to such Twelve Month Valuation Date, if Lender has sold all Commitment Shares prior to such Twelve Month Valuation Date), the Lender may deliver to the Borrower a reconciliation statement (the “ Sale Reconciliation ”) showing the net proceeds actually received by the Lender from the sale of the Commitment Shares.

(j)

Section 10.18 shall be amended to delete the final two (2) sentences and replace them with the following:

Notwithstanding anything which may be contained hereto to the contrary, at such time as the Commitment Shares are able to be sold in accordance with applicable securities laws and after the Anti-Dilution Period, the Borrower shall take all actions necessary or advisable to remove the restrictive legend from the share certificate(s) representing the Commitment Shares upon receipt of documentation from the Lender necessary to accomplish such removal. Notwithstanding anything contained herein to the contrary, commencing on November 1, 2012 and continuing each week thereafter, each week the Borrower shall redeem certain of the Commitment Shares then in the Lender’s possession equal to Two Thousand Five Hundred United States Dollars (US$2,500) per week. Upon Lender’s receipt of such cash payment in accordance with either or both of the immediately preceding two sentences, the Lender shall return such amount of the Commitment Shares equal to the applicable fractional portion of the Share Value. Final determination of the amount of Commitment Shares

{24839909;1} 5

to be returned to the Borrower upon payment pursuant to this Section shall be determined by the Lender in its sole and absolute discretion.

(k)

Section 10.19 shall be deleted in its entirety and shall be replaced with the following:

In the event that the Borrower files a registration statement with respect to its Common Stock with the SEC (other than a registration statement on Form S-4 or S-8 or any successor form thereto) after the Closing Date but before the Lender sells all the Commitment Shares or the Second Tranche Commitment Shares, the Commitment Shares and the Second Tranche Commitment Shares held by the Lender at such time of filing such registration statement shall be registered pursuant to such registration statement.

(l)

Section 12.14 shall be added as follows:

Valley View Drive Associates, LLC . Following August 6, 2012, Valley View Drive Associates, LLC shall file a UCC-1 Financing Statement with respect to the Collateral (as defined in the Security Agreements) or any portion thereof.

Amendment of the Security Agreements . Subject to the terms and conditions of this Amendment, the Security Agreements are each hereby amended and supplemented as follows:

(a)

all references to the “Security Agreement” or the “Agreement” contained in the Security Agreements shall be deemed to refer to each Security Agreement as amended hereby; and

(b)

the preamble paragraph shall be amended to insert the phrase “as may be amended, restated or modified from time to time,” after the text “(“ and before the word “this”.

Renewal of Revolving Loan . Pursuant to Section 2.3 of the Credit Agreement, by its execution hereof, the Borrower hereby provides written notice to Lender of Borrower’s election to renew the Revolving Loan Commitment and extend the Revolving Loan Maturity Date for an additional six (6) month period commencing on the date hereof and terminating on February 8, 2013 (subject to the terms and conditions of the Credit Agreement, as amended hereby) and, by its execution hereof, the Lender hereby consents and agrees to such renewal and extension.

Cancellation of Existing Promissory Note . By the Credit Parties’ execution and delivery to the Lender of the Amended and Restated Promissory Note (as hereinafter defined), that certain promissory note originally issued by the Borrower in favor of the Lender, dated April 30, 2012, in the original principal amount of Five Hundred Fifty Thousand United States Dollars (US$550,000) shall be hereby immediately and irrevocably cancelled without further action on the part of the Lender or the Credit Parties.

{24839909;1} 6

Representations and Warranties of the Credit Parties . The Credit Parties each represent and warrant to the Lender that immediately after giving effect to this Amendment, the representations and warranties of each Credit Party set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects and no Default or Event of Default shall have occurred and be continuing. In addition, the Credit Parties hereby make the same representations and warranties to the Lender as those provided in Section 7 of the Credit Agreement with regard to the Second Tranche Commitment Shares in addition to the representations and warranties pertaining to the Commitment Shares and the Revolving Notes.

Representations and Warranties of Lender . Lender hereby makes the same representations and warranties to the Credit Parties as those provided in Section 8 of the Credit Agreement with regard to the Second Tranche Commitment Shares (as hereafter defined) in addition to the representations and warranties pertaining to the Commitment Shares and the Revolving Notes.

No Defaults . Each Credit Party hereby represents and warrants that as of the date hereof there exists no Event of Default or any condition which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

Covenants . Each Credit Party hereby reaffirms that each has duly performed and observed the covenants and undertakings set forth in the Credit Amendment and each Loan Document, and each covenants and undertakes to continue to duly perform and observe such covenants and undertakings, as amended hereby, so long as the Credit Agreement and the Security Agreements, each as amended hereby, shall remain in effect.

10.

No Other Amendment . All other terms and conditions of the Credit Agreement and the Security Agreements shall remain in full force and effect and the Credit Agreement and the Security Agreements shall be read and construed as if the terms of this Amendment were included therein by way of addition or substitution, as the case may be.

11.

Second Tranche Commitment Shares . The Borrower hereby agrees to pay to the Lender, on the date hereof, a fee for corporate advisory and investment banking services by issuing to the Lender that number of shares of the Borrower’s common stock (the “ Second Tranche Commitment Shares ”) equal to a dollar amount of Seventy Five Thousand United States Dollars (US$75,000) (the “ Second Tranche Share Value ”). It is hereby agreed that, as of the date hereof, the Second Tranche Share Value shall be fully satisfied by the delivery of Thirty Thousand (30,000) shares of the Borrower’s common stock to the Lender. The Borrower shall instruct its transfer agent to issue certificates representing the Second Tranche Commitment Shares issuable to the Lender immediately upon the Borrower’s execution of this Amendment, and shall cause its transfer agent to deliver such certificates to the Lender within three (3) Business Days of the date hereof. In the event such certificates representing the Second Tranche Commitment Shares issuable hereunder shall not be delivered to the Lender within said three (3) Business Day period, the Borrower shall be in immediate default under this Amendment, the Credit Agreement and the Loan Documents. The Second Tranche Commitment Shares, when issued, shall be deemed to be validly issued, fully paid, and non-assessable shares of the Borrower’s common stock. The Second Tranche Commitment Shares are and shall be deemed fully earned in connection with the corporate advisory and investment banking services provided by the Lender to the Borrower as of the date hereof.

{24839909;1} 7

12.

Adjustment to Second Tranche Commitment Shares . It is the intention of the Lender and the Borrower that by the Twelve Month Valuation Date the Lender shall have generated net proceeds from the sale of the Second Tranche Commitment Shares equal to the Second Tranche Share Value. The Lender shall have the right to sell the Second Tranche Commitment Shares at any time in accordance with applicable securities laws, but in any event, not during the six (6) month period following the execution of this Amendment (the “ Second Tranche Anti-Dilution Period ”), provided that Lender agrees to use its good faith efforts to sell the Second Tranche Commitment Shares after the applicable restrictive holding period applicable thereto has expired (and provided the restrictive legends thereon have been removed and the Second Tranche Commitment Shares are otherwise freely tradable), in such amounts as reasonably practicable given then existing market conditions, in Lender’s discretion, with the intention of selling the Second Tranche Commitment Shares as soon as reasonably practicable following the expiration of the restricted holding period and removal of restrictive legends on such Second Tranche Commitment Shares. At any time the Lender may elect after the Twelve Month Valuation Date (or prior to such Twelve Month Valuation Date, if Lender has sold all Second Tranche Commitment Shares prior to such Twelve Month Valuation Date), the Lender may deliver to the Borrower a Sale Reconciliation. If, as of the date of the delivery by Lender of the Sale Reconciliation, the Lender has not realized net proceeds from the sale of such Second Tranche Commitment Shares equal to at least the Second Tranche Share Value, as shown on the Sale Reconciliation, then the Borrower shall immediately take all required action necessary or required in order to cause the issuance of additional shares of Common Stock to the Lender in an amount sufficient such that, when sold and the net proceeds thereof are added to the net proceeds from the sale of any of the previously issued and sold Second Tranche Commitment Shares, the Lender shall have received total net funds equal to the Second Tranche Share Value. If additional shares of Common Stock are issued pursuant to the immediately preceding sentence, and after the sale of such additional issued shares of Common Stock, the Lender still has not received net proceeds equal to at least the Second Tranche Share Value, then the Borrower shall again be required to immediately take all required action necessary or required in order to cause the issuance of additional shares of Common Stock to the Lender as contemplated above, and such additional issuances shall continue until the Lender has received net proceeds from the sale of such Common Stock equal to the Second Tranche Share Value. In the event the Lender receives net proceeds from the sale of Second Tranche Commitment Shares equal to the Second Tranche Share Value, and the Lender still has Second Tranche Commitment Shares remaining to be sold, the Lender shall return all such remaining Second Tranche Commitment Shares to the Borrower. In the event additional Common Stock is required to be issued as outlined above, the Borrower shall instruct its transfer agent to issue certificates representing such additional shares of Common Stock to the Lender immediately subsequent to the Lender’s notification to the Company that additional shares of Common Stock are issuable hereunder, and the Borrower shall in any event cause its transfer agent to deliver such certificates to Lender within three (3) Business Days following the date Lender notifies the Borrower that additional shares of Common Stock are to be issued hereunder. In the event such certificates representing such additional shares of Common Stock issuable hereunder shall not be delivered to the Lender within said three (3) Business Day period, same shall be an immediate default under this Amendment, the Credit Agreement and the Loan Documents. Notwithstanding anything contained herein to the contrary, at any time during the Second Tranche Anti-Dilution Period, but not thereafter (unless agreed by the Lender), the Borrower shall have the right, at any time during such period, to redeem any Second Tranche Commitment Shares then in the Lender's possession for an amount payable by the Borrower to the Lender in United States funds equal to

{24839909;1} 8

the Second Tranche Share Value, less any net cash proceeds received by the Lender from any previous sales of Second Tranche Commitment Shares. Notwithstanding anything which may be contained hereto to the contrary, at such time as the Second Tranche Commitment Shares are able to be sold in accordance with applicable securities laws and after the Second Tranche Anti-Dilution Period, the Borrower shall take all actions necessary or advisable to remove the restrictive legend from the share certificate(s) representing the Second Tranche Commitment Shares upon receipt of documentation from the Lender necessary to accomplish such removal. Notwithstanding anything contained herein to the contrary, commencing immediately after the Borrower has redeemed all of the Commitment Shares pursuant to Section 10.18 of the Credit Agreement, as amended hereby, and continuing each week thereafter, each week the Borrower shall redeem certain of the Second Tranche Commitment Shares then in the Lender’s possession equal to Two Thousand Five Hundred United States Dollars (US$2,500) per week. Upon Lender’s receipt of such cash payment to redeem any Second Tranche Commitment Shares in accordance with this Section 12, the Lender shall return such amount of the Second Tranche Commitment Shares equal to the applicable fractional portion of the Second Tranche Share Value. Final determination of the amount of Second Tranche Commitment Shares to be returned to the Borrower upon payment pursuant to this Section shall be determined by the Lender in its sole and absolute discretion.

13.

Fees and Expenses . The Borrower agrees to pay to the Lender, upon the execution hereof, (i) a commitment fee equal to Twenty One Thousand United States Dollars (US$21,000), (ii) a legal fee equal to Seven Thousand Five Hundred United States Dollars (US$7,500), (iii) a due diligence fee equal to Two Thousand Five Hundred United States Dollars (US$2,500), (iv) an asset monitoring fee equal to Two Thousand Five Hundred United States Dollars ($2,500), (v) a renewal fee equal to Eight Thousand Eight Hundred United States Dollars (US$8,800); and (vi) all costs and expenses of the Lender in connection with the preparation and execution of this Amendment, including, but not limited to, UCC-1 Financing Statement filing fees, UCC lien search fees and Florida documentary stamp tax fees.

14.

Conditions Precedent . The effectiveness of this Amendment shall be expressly subject to the following conditions precedent:

(a)

Amendment . Each Credit Party shall have executed and delivered to the Lender this Amendment;

(b)

Amended and Restated Promissory Note . The Borrower shall have executed and delivered to the Lender an original amended and restated promissory note in the principal amount of One Million One Hundred Thousand and No/100 United States Dollars (US$1,100,000), dated as of the date of this Amendment, in the form attached hereto as Exhibit A;

(c)

Confession of Judgment . The Borrower shall have executed and delivered to the Lender an original amended and restated confession of judgment, dated as of the date of this Amendment, in the form attached hereto as Exhibit B;

(d)

Amended and Restated Irrevocable Transfer Agent Instruction Letter . The Borrower and the Borrower’s transfer agent shall each have executed and delivered to the Lender an Amended and Restated Irrevocable Transfer Agent Instruction Letter, dated as of the date of this Amendment, in the form attached hereto as Exhibit C;

{24839909;1} 9

(e)

Borrowing Base Certificate . The Borrower shall have executed and delivered to the Lender a borrowing base certificate, dated as of the date of this Amendment, substantially in the form attached to the Credit Agreement as Exhibit A;

(f)

Lock Box Deposit Confirmation . The Borrower shall have executed and delivered to the Lender a lock box deposit confirmation, dated as of the date of this Amendment, in form and substance satisfactory to the Lender;

(g)

Closing Statement . The Borrower shall have executed and delivered to the Lender a closing statement, dated as of the date of this Amendment, in form and substance satisfactory to the Lender;

(h)

Corporate Documents . The Lender shall have received such evidence as it may require as to the authority of the officers or attorneys-in-fact executing this Amendment and such other corporate documents it may request, including, but not limited to, a unanimous written consent of the board of directors or managers and an officer’s certificate of each Credit Party , in form and substance satisfactory to the Lender in its sole discretion;

(i)

Opinion of Counsel . The Lender shall have received a customary opinion of the Credit Party’s counsel, in form and substance satisfactory to the Lender in its sole discretion;

(j)

Valley View Drive Associates, LLC . The Borrower shall have executed and delivered to the Lender copies of each of the following, to the satisfaction of the Lender in its sole discretion: (i) an amendment to security agreement, dated on or about the date hereof, among the Borrower, Medytox Medical Management Solutions Corp., and Medytox Institute of Laboratory Medicine, Inc., in favor of Valley View Drive Associates, LLC (“ Valley View ”); and (ii) two amendments to convertible promissory notes, dated on or about the date hereof, between the Borrower and Valley View.

(k)

Search Results . The Lender shall have received copies of UCC search reports dated such a date as is reasonably acceptable to Lender, listing all effective financing statements which name the Credit Parties, under their present name and any previous names, as debtors, together with copies of such financing statements;

(l)

UCC-1 Financing Statements . The Lender shall have received evidence of the filing of such UCC-1 Financing Statements with the Secretary of State of the state of organization of each Credit Party with respect to the Collateral (as defined in each Security Agreement, as amended) as the Lender may reasonable request, in form and substance satisfactory to the Lender in its sole discretion;

(m)

Certificate of Good Standing . The Lender shall have received a Certificate of Good Standing from the Secretary of State of the state of organization of each Credit Party evidencing the good standing thereof;

(n)

Fees Paid . The Lender or its counsel shall have received payment in full of all fees and expenses due under this Amendment; and

(o)

No Event of Default . The Lender shall be satisfied, and shall have received a certificate signed by a duly authorized officer of each Credit Party, dated as of the

{24839909;1} 10

date hereof, that (i) no Event of Default or event which, with the passage of time, giving of notice or both would become an Event of Default have occurred and be continuing; and (ii) the representations and warranties of the Borrower contained in the Credit Agreement, as amended and supplemented hereby, shall be true on and as of the date of this Amendment (except to the extent such representation or warranty expressly relates to an earlier date).

15.

Execution in Counterparts . This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

16.

Governing Law . THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA.

17.

Amendment Effective Date . All references in any Loan Document to the Credit Agreement and the Security Agreements on and after the date hereof shall be deemed to refer to the Credit Agreement and the Security Agreements as amended hereby, and the parties hereto agree that on and after the date hereof, the Credit Agreement and the Security Agreements, each as amended hereby, are in full force and effect.

[signatures pages follow]

{24839909;1} 11

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.

BORROWER :

MEDYTOX SOLUTIONS, INC.

By:

/s/ William Forhan ______________

Name:

William Forhan

Title:

Chief Executive Officer

LENDER :

TCA GLOBAL CREDIT MASTER FUND, LP

By:

TCA Global Credit Fund GP, Ltd.

Its:

General Partner

By:

/s/ Robert Press __________________

Name:

Robert Press

Title:

Director

[ signature page 1 of 2 ]

{24839909;1} 12

CONSENT AND AGREEMENT

The undersigned, referred to in the foregoing amendment no. 1 to the senior secured revolving credit facility agreement (the “ Amendment ”) as a guarantor, hereby consents and agrees to said Amendment and to the payment of the amounts contemplated therein, documents contemplated thereby and to the provisions contained therein relating to conditions to be fulfilled and obligations to be performed by it pursuant to or in connection with said Amendment.

GUARANTORS :

MEDYTOX MEDICAL MARKETING & SALES, INC.

By:

/s/ William Forhan ______________

Name:

Title:

MEDYTOX DIAGNOSTICS, INC.

By:

/s/ William Forhan ______________

Name:

Title:

PB LABORATORIES, LLC

By:

/s/ William Forhan ______________

Name:

Title:

[ signature page 2 of 2 ]

{24839909;1} 13

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, ACCEPTABLE TO BORROWER ’ S COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

AMENDED AND RESTATED

REVOLVING PROMISSORY NOTE

July 31, 2012

US$1,100,000

FOR VALUE RECEIVED, MEDYTOX SOLUTIONS, INC., a Nevada corporation, whose address is 400 South Australian Avenue, Suite 800, West Palm Beach, Florida 33401, (the “ Borrower ” ) promises to pay to the order of TCA GLOBAL CREDIT MASTER FUND, LP (hereinafter, together with any holder hereof, the “ Lender ” ) whose address is 1404 Rodman Street, Hollywood, Florida 33020, on or before February 8, 2013 or such later date as agreed upon after the date hereof in a signed writing by the Lender (the “ Revolving Loan Maturity Date ” ), the lesser of: (i) One Million One Hundred Thousand and No/100 United States Dollars (US$1,100,000); or (ii) the aggregate principal amount outstanding under and pursuant to that certain senior secured revolving credit facility agreement, dated as of April 30, 2012, as amended by amendment no. 1 thereto, dated July 31, 2012, executed by and among the Borrower, certain subsidiaries of the Borrower, and the Lender (as amended, supplemented or modified from time to time, the “ Credit Agreement ” ), together with interest (computed on the actual number of days elapsed on the basis of a 360 day year) on the aggregate principal amount outstanding from time to time. Capitalized words and phrases not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.

This Amended and Restated Revolving Promissory Note (the “ Note ” ) amends, restates and replaces, in its entirely, that certain Revolving Promissory Note, dated April 30, 2012, issued by the Borrower in favor of the Lender, pursuant to which the Borrower promised to pay the principal amount of $550,000, subject to the terms and conditions therein contained, to the Lender.

This Note evidences a portion of the aggregate Revolving Loans being advanced and which may be advanced to the Borrower under and pursuant to the Credit Agreement, to which reference is hereby made for a statement of the terms and conditions under which the Revolving Loan Maturity Date or any payment hereon may be accelerated. The holder of this Note is entitled to all of the benefits and security provided for in the Loan Documents of even date herewith. This Note shall be repaid by Borrower on the Revolving Loan Maturity Date, unless payable sooner pursuant to the provisions of the Credit Agreement.

{24839994;1}

Principal and interest shall be paid to Lender as set forth in the Credit Agreement, or at such other place as the holder of this Note shall designate in writing to the Borrower. Each Revolving Loan made by Lender, and all payments on account of the principal and interest thereof shall be recorded on the books and records of Lender and the principal balance as shown on such books and records, or any copy thereof certified by an officer of Lender, shall be rebuttable presumptive evidence of the principal amount owing hereunder.

Except for such notices as may be required under the terms of the Credit Agreement, the Borrower waives presentment, demand, notice, protest, and all other demands, or notices, in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence.

Borrower shall be solely responsible for the payment of any and all documentary stamps and other taxes applicable to the full face amount of this Note.

The Revolving Loan evidenced hereby has been made and/or issued and this Note has been delivered at Lender ’ s main office set forth above. This Note shall be governed and construed in accordance with the laws of the State of Nevada, in which state it shall be performed, and shall be binding upon Borrower and its legal representatives, successors, and assigns. Wherever possible, each provision of the Credit Agreement and this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Credit Agreement or this Note shall be prohibited by or be invalid under such law, such provision shall be severable, and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of the Credit Agreement or this Note.

Nothing herein contained, nor in any instrument or transaction relating hereto, shall be construed or so operate as to require the Borrower, or any person liable for the payment of this Note, to pay interest in an amount or at a rate greater than the highest rate permissible under applicable law. By acceptance hereof, Lender hereby warrants and represents to Borrower that Lender has no intention of charging a usurious rate of interest. Should any interest or other charges paid by Borrower, or any parties liable for the payments made pursuant to this Note, result in the computation or earning of interest in excess of the highest rate permissible under applicable law, any and all such excess shall be and the same is hereby waived by the holder hereof. Lender shall make adjustments in the Note or Credit Agreement, as applicable, as necessary to ensure that Borrower will not be required to pay further interest in excess of the amount permitted by Nevada law. All such excess shall be automatically credited against and in reduction of the outstanding principal balance. Any portion of such excess which exceeds the outstanding principal balance shall be paid by the holder hereof to the Borrower and any parties liable for the payment of this Note, it being the intent of the parties hereto that under no circumstances shall Borrower, or any party liable for the payments hereunder, be required to pay interest in excess of the highest rate permissible under applicable law.

Notice shall be given to each party at the address indicated in the preamble hereto or at such other address as provided to the other party in writing.

[Signature Page Follows ]

above.

IN WITNESS WHEREOF, the Borrower has executed this Note as of the date set forth

BORROWER :

MEDYTOX SOLUTIONS, INC.

By: /s/ William G. Forhan

Name: William G. Forhan

Title: Chief Executive Officer

[Signature Page 1 to Amended and Restated Revolving Promissory Note]

CONSENT AND AGREEMENT

The undersigned, referred to in the foregoing amended and restated revolving promissory note as a guarantor, hereby consents and agrees to said amended and restated revolving promissory note and to the payment of the amounts contemplated therein, documents contemplated thereby and to the provisions contained therein relating to conditions to be fulfilled and obligations to be performed by it pursuant to or in connection with said amended and restated revolving promissory note to the same extent as if the undersigned were a party to said amended and restated revolving promissory note.

GUARANTORS :

MEDYTOX MEDICAL MARKETING & SALES, INC.

By:

/s/ William G. Forhan

Name:

Title:

MEDYTOX DIAGNOSTICS, INC.

By:

/s/ William G. Forhan ______________

Name:

Title:

PB LABORATORIES, LLC

By:

/s/ William G. Forhan

Name:

Title:

[Signature Page 2 to Amended and Restated Revolving Promissory Note]

4839-6477-3391, v. 1

AMENDMENT TO

PROMISSORY NOTE

Amendment to Promissory Note, dated as of July 27, 2012 (this "Amendment"), between Medytox Solutions, Inc., a Nevada corporation (the "Company"), and Valley View Drive Associates, LLC, a New Jersey limited liability company (the "Lender").

WHEREAS , the Company and the Lender are parties to that certain Promissory Note, dated December 6, 2011 in the principal amount of $500,000.00 (the "Promissory Note"), a copy of which is attached hereto;

WHEREAS , the Company and the Lender desire to amend the Promissory Note as provided in this Agreement; and

WHEREAS , the parties are simultaneously amending the Security Agreement (as defined in the Promissory Note).

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

The parties agree that the first sentence of the second paragraph on the first page of the Promissory Note shall be amended to read as follows:

"The principal amount of this Note shall be repaid at the sum of Fifty Thousand Dollars ($50,000.00) per month, with the first payment becoming payable to Lender on November 30, 2012, and continuing on the last working date of each month thereafter for nine months until September 30, 2013 (the "Maturity Date")."

The parties agree that, as of the date hereof, each party is in compliance with its obligations under the Promissory Note.

Except as provided in this Amendment, the Promissory Note shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement. This Amendment shall be governed by and construed solely and exclusively in accordance with the laws of the State of Florida without regard to any statutory or common-law provision pertaining to conflicts of laws.

[Signatures on following page]

{24576036;2}

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first above written.

MEDYTOX SOLUTIONS, INC.

By: /s/ William Forhan

VALLEY VIEW DRIVE ASSOCIATES, LLC

By: /s/ Richard Mendolia

{24576036;2}

AMENDMENT TO

CONVERTIBLE PROMISSORY NOTE

WHEREAS , the Company and the Lender are parties to that certain Convertible Promissory Note, dated December 6, 2011 in the principal amount of $500,000.00 (the "Promissory Note"), a copy of which is attached hereto;

WHEREAS , the Company and the Lender desire to amend the Promissory Note as provided in this Agreement; and

WHEREAS , the parties are simultaneously amending the Security Agreement (as defined in the Promissory Note).

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

The parties agree that the first sentence of Section 1(a) of the Promissory Note shall be amended to read as follows:

"The principal amount of this Note shall be repaid at the sum of Fifty Thousand Dollars ($50,000.00) per month, with the first payment becoming payable to Lender on January 31, 2013, and continuing on the last working date of each month thereafter for nine months until October 31, 2013 (the "Maturity Date")."

The parties agree that, as of the date hereof, each party is in compliance with its obligations under the Promissory Note.

[Signatures on following page]

{24576584;2}

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first above written.

MEDYTOX SOLUTIONS, INC.

By: /s/ William Forhan

VALLEY VIEW DRIVE ASSOCIATES, LLC

By: /s/ Richard Mendolia

{24576584;2}

AMENDMENT TO

SECURITY AGREEMENT

Amendment to Security Agreement, dated as of July 27, 2012 (this "Amendment"), among Medytox Solutions, Inc., a Nevada corporation (the "Borrower"), Medytox Medical Management Solutions Corp., a Florida corporation ("Medytox Medical"), and Medytox Institute of Laboratory Medicine, Inc., a Florida corporation ("Medytox Laboratory"), in favor of Valley View Drive Associates, LLC, a New Jersey limited liability company ("Secured Party").

WHEREAS , the parties entered into that certain Security Agreement, dated as of December 6, 2011 (the "Existing Security Agreement");

WHEREAS , the parties desire to amend the Existing Security Agreement as provided in this Amendment; and

WHEREAS , the parties are simultaneously amending each of the Notes (as defined in the Existing Security Agreement).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

The Secured Party acknowledges that (i) the Borrower and certain of its subsidiaries have entered into that certain Senior Secured Revolving Credit Facility Agreement, dated as of April 30, 2012 (as such agreement may be amended, restated, supplemented, amended and restated or otherwise modified from time to time, the "Senior Agreement"), with TCA Global Credit Master Fund, LP, as lender ("TCA"), and (ii) that all obligations owed by the Borrower and such subsidiaries to TCA pursuant to the Senior Agreement, and all liens and security interests granted to TCA pursuant to the Senior Agreement, are senior to and have first priority over any security interest of the Secured Party pursuant to the Existing Security Agreement as it may be amended, or otherwise.

The Secured Party has filed financing statements with the Florida Secured Transactions Registry naming the Borrower, Medytox Medical and Medytox Laboratory as debtors, copies of which are attached hereto. The Secured Party agrees promptly to file termination statements as to each such financing statement. The Secured Party further agrees not to file any financing statement in Florida or any other jurisdiction naming any of the Borrower, Medytox Medical or Medytox Laboratory (or any affiliate) as a debtor, or otherwise seek to perfect its security interest, until all obligations to TCA under the Senior Agreement are satisfied.

Except as provided in this Amendment the Security Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement. This Amendment shall be governed by and construed in accordance with the laws of the State of Florida.

[Signatures on following page]

{24576521;2}

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first above written.

MEDYTOX SOLUTIONS, INC.

By: /s/ William Forhan

MEDYTOX MEDICAL MANAGEMENT SOLUTIONS CORP.

By: /s/ William Forhan

MEDYTOX INSTITUTE OF LABORATORY MEDICINE, INC.

By: /s/ William Forhan

VALLEY VIEW DRIVE ASSOCIATES, LLC

By: /s/ Richard Mendolia

{24576521;2}


Exhibit Number	Description
3.7	Certificate of Designation for the Series B Non-Convertible Preferred Stock, par value $.0001 per share, of Medytox Solutions, Inc.
10.1	Amendment No. 1 to Senior Secured Revolving Credit Facility Agreement, dated as of July 31, 2012, among Medytox Solutions, Inc., Medytox Medical Marketing & Sales, Inc., Medytox Diagnostics, Inc., PB Laboratories, LLC and TCA Global Credit Master Fund, LP
10.2	Amended and Restated Revolving Promissory Note, dated July 31, 2012, issued by Medytox Solutions, Inc. to TCA Global Credit Master Fund, LP
10.3	Amendment to Promissory Note, dated as of July 27, 2012, between Medytox Solutions, Inc. and Valley View Drive Associates, LLC
10.4	Amendment to Convertible Promissory Note, dated as of July 27, 2012, between Medytox Solutions, Inc. and Valley View Drive Associates, LLC
10.5	Amendment to Security Agreement, dated as of July 27, 2012, among Medytox Solutions, Inc., Medytox Medical Management Solutions Corp. and Medytox Institute of Laboratory Medicine, Inc. in favor of Valley View Drive Associates, LLC