Exhibit 10.1

MEMORANDUM OF AGREEMENT

This Stock Purchase Agreement (this “ Agreement ”) is made and entered into as of the 6th day of June, 2017, by and between Milestone Scientific Inc., a Delaware corporation (“ Seller ”), and Solee Science & Technology U.S.A., Ltd., a Delaware corporation (“ Purchaser ”; Seller and Purchaser, each a “ Party ” and, together, the “ Parties ” ).

W I T N E S S E T H:

WHEREAS, Seller is the owner of 1,000,000 shares (the “ Shares ”) of the issued and outstanding shares of common stock of Milestone (China) Company Limited, a company established under the laws of Hong Kong (the “ Company ”); and

WHEREAS, the P arties entered into this Agreement setting forth the terms and conditions with respect to the purchase by Purchaser of the Shares and further setting forth certain other agreements;

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements conta ined herein, Purchaser and Seller agreed as follows:

1.         Purchase and Payment for the Shares .

1.1.       Purchase of Shares . On the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined) , Seller sold, transferred, conveyed, assigned and delivered to Purchaser, and Purchaser purchased from Seller, all the Shares.

1.2.       Purchase Price and Payment . In consideration of the sale, transfer, conveyance, assignment and delivery of the Shares by Seller to Purchaser, and in reliance upon the representations and warranties made herein by Seller, at the Closing, the entire purchase price for the Shares payable by Purchaser was paid by Purchaser’s payment of U.S.$125,000 in cash and Purchaser’s delivery of its negotiable promissory note in the form annexed hereto as Exhibit A (the “ Note ”), providing for payments at the rate of One Hundred Twenty Five Thousand United States Dollars (U .S. $125,000) per quarter, in the aggregate principal amount of One Million Two Hundred Seventy-Five Thousand United States Dollars (U .S. $1,275,000) , all as more particularly described in the Note, and the Parties exchanged the other documents contemplated by Sections 4.2 and 4.3 .

1 .3 .      Pledge of Shares . As security for the due and punctual payment of the Note , at the Closing, Purchaser pledged with Seller and granted to Seller a security interest in the Shares (the “ Collateral ”). The pledge by Purchaser and security interest was effected in accordance with the laws of Hong Kong, including by appropriate notation in the registry and by the registration of the certificates representing the Shares in the name of Purchaser (with a legend reciting that transfer shall be made only in accordance with the terms of Section 1.3 of this Agreement) and the delivery of the same, together with stock powers related thereto duly executed in blank, by Purchaser to Seller, in accordance with the provisions set forth on Schedule A, which are incorporated by reference .

2.         Representations and Warranties of Seller . Seller made each of the following representations and warranties to Purchaser:

2.1.       Organization, Standing and Qualification . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.

2.2.       Authority of Seller . The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Seller, this Agreement has been duly executed by a duly authorized officer of Seller, and this Agreement constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

2. 3.       Ownership of the Shares . Seller is the lawful record and beneficial owner of all of the Shares, free and clear of all liens, claims, encumbrances, restrictions, security interests and rights or interests of others of any kind, and there is no existing option, call, agreement or commitment of any character relating to any of the Shares .

3.         Representations and Warranties of Purchaser . Purchaser made each of the following representations and warranties to Seller:

3.1.       Organization and Standing . Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and the Note and to carry out the transactions contemplated hereby and thereby .

3.2.       Authority of Purchaser . The execution, delivery and performance of this Agreement and the Note have been duly authorized by all necessary corporate action on the part of Purchaser, this Agreement and the Note each has been duly executed by a duly authorized officer of Purchaser, and this Agreement and the Note each constitutes the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their respective terms.

3.3.       Investment . The Shares to be purchased by the Purchaser hereby are being purchased by Purchaser for its own account and not with a view to the resale or public distribution thereof.

3.4 .      Access to Information . Purchaser has obtained and reviewed copies of the (i) Certificate of Incorporation and Memorandum of Association of the Company, and (ii) unaudited balance sheet and income statement of the Company as at December 31, 2015 and for the fiscal year then ended. Purchaser has had access to all information regarding the Company and its present and prospective business, assets, liabilities, financial condition and prospects that Purchaser reasonably considers, or a reasonable person would consider, necessary or appropriate in evaluating the transactions contemplated hereby, including, in particular, all information necessary to determine the fair market value of the Shares and has had the opportunity to ask questions and has received appropriate answers and has relied solely on its investigation of the express representations and warranties set forth herein. Except for the representations and warranties made by Seller herein, the Seller has not made any representations or warranties to Purchaser in connection with its purchase of Shares.

3.5 .      Understanding of Risks . Purchaser is fully aware of: (a) the highly speculative nature of an investment in the Shares; (b) the financial hazards involved; (c) the lack of liquidity of the Shares and the restrictions on transferability of the Shares; (d) the qualifications and backgrounds of the management of the Company; (e) the tax consequences of acquiring the Shares; and (f) the risks of owning shares of a foreign company and of the further risks of the Company doing business in China. By reason of Purchaser’s business or financial experience, Purchaser is capable of evaluating the merits and risks of this purchase, has the ability to protect Purchaser’s own interests in this transaction and is financially capable of bearing a total loss of the Shares. Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the 1933 Act.

4 .        Closing .

4 .1.      Closing . The purchase and sale of the Shares took place remotely via the exchange of documents and signatures on the date of this Agreement or at such other time and place as the Parties mutually agreed upon, orally or in writing (which time and place are designated as the “ Closing ”).

4 .2.      Documents to be Delivered by Seller . At the Closing, Seller delivered to Purchaser, (a) an executed copy of this Agreement , (b) the original stock certificate(s) representing the Shares and duly executed stock powers in blank related thereto, and (c) an executed copy of the Option Agreement.

4 .3       Documents to be Delivered by Purchaser . At the Closing, Purchaser hereby delivered to Seller (a) an executed copy of this Agreement, (b) $125,000 in cash, (c) an executed copy of the Note, and (d) an executed copy of the Option Agreement .

5.        Remedies Cumulative . The remedies provided herein shall be cumulative and shall not preclude the assertion by Seller or Purchaser of any other rights or the seeking of any other remedies against the other. The rights, powers and remedies granted to Seller pursuant to the provisions of Section 1.3 shall be in addition to all rights, powers and remedies granted to Seller under any statute or rule of law.

6.       Expenses . Each of the parties shall pay its own expenses in connection with the transactions contemplated hereby.

7.       Brokerage . Each party hereto represents that it had no dealings in connection with this transaction with any finder or broker. Each Party agreed to indemnify and hold harmless the other Party against and in respect of any claims for brokerage or other commissions relative to this Agreement or to the transactions contemplated hereby based in any way on agreements, arrangements or understandings claimed to have been made by such Party or any of its officers with any third party.

8.      Notices . Except as otherwise expressly provided herein, all notices, requests, claims, demands and other communications hereunder shall be in writing and shall be furnished by hand delivery, by email, or by mail (registered or certified mail, postage prepaid, return receipt requested) or a nationally recognized overnight courier (freight prepaid, specifying next business day delivery, with written verification of receipt) to the parties at the addresses set forth below. Any such notice shall be deemed duly given upon the date sent or mailed as aforesaid to the party to whom notice is intended to be given at its address as shown below:

(a)       If to Seller, to:

Milestone Scientific Inc.  

Leonard Osser - CEO

220 South Orange Avenue, Livingston Corporate Park,

Livingston, New Jersey 07034

Attention: Joseph D’Agostino

Email : jdagostino@milestonescientific.com

(b)      I f to Purchaser, to:

Solee Science & Technology U.S.A., Ltd

100 Connell Drive STE 2300

Berkeley Heights, New Jersey 07922

Attn: Qin Zhang

The addresses set forth above may be changed by any party upon furnishing to the other party a notice of such change in accordance with the terms of this paragraph.

9.      Benefits and Burdens ; Survival . This Agreement shall be binding upon and shall inure solely to the benefit of the parties hereto and their respective successor and assigns. The representations and warranties of the Parties shall survive the Closing.

10.      Section Headings . The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

11.      Contents, Modification, Amendment, etc. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof. This Agreement may be amended, modified, superseded or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by Purchaser and Seller or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right of such party at a later time to enforce the same. No waiver by any party of any condition, or of the breach of any provision, term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be construed as a further or continuing waiver of any such condition or of the breach of any other provision, term, covenant, representation or warranty of this Agreement. Each party acknowledges that it has retained legal counsel in connection with this Agreement and has reviewed this Agreement with such counsel to the extent it deems necessary.

12.      Further Assurances . The Parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

13.      Severability . If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the Parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement.

14.      Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflict of laws. Any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall only be instituted, heard and adjudicated (excluding appeals) in a state or federal court located in the County of New York, State of New York, and each party hereto knowingly, voluntarily and intentionally waives any objection which such party may now or hereafter have to the laying of the venue of any such action, suit or proceeding, and irrevocably submits to the exclusive personal jurisdiction of any such court in any such action, suit or proceeding. Service of process in connection with any such action, suit or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement.

15.      Counterparts; Facsimile Signatures . This Agreement may be executed in any number of counterparts, including by facsimile or electronic transmission, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement.

[Signature page follow s ]

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

SELLER :

MILESTONE SCIENTIFIC INC .

By: ________________________

Name:

Title:

PURCHASER :

SOLEE SCIENCE & TECHNOLOGY U.S.A., LTD .

By: ________________________

Name:

Title:

[Signature Page to Stock Purchase Agreement ]

SCHEDULE A

(a)      Seller shall retain custody of the certificate(s) representing and any other elements of the Collateral until the entire outstanding amount of the Note shall have been paid in accordance with the terms thereof. Upon the occurrence and during the continuance of any Event of Default set forth in the Note, Seller shall be entitled to proceed against and foreclose upon the Collateral and otherwise exercise all of the rights, powers, privileges and remedies of a secured party with respect thereto as provided by applicable laws (including without limitation any laws similar to the Uniform Commercial Code in force in New Jersey).

(b)      As long as there exists no Event of Default under the Note, Purchaser may exercise all stockholder, corporate and other voting rights with respect to the Collateral and shall be entitled to receive any and all cash dividends (other than a liquidating dividend) paid on the Collateral.

(c)       As long as there exists an Event of Default under the Note: without limiting any other rights of Seller hereunder, Seller may, without obligation to do so, transfer record ownership of the Collateral to Seller or its nominee, exercise all stockholder, corporate and other voting rights with respect to the Collateral, and any other rights, privileges or options pertaining to the Collateral, and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, all as if Seller were the absolute owner thereof. Any such action by Seller may be taken without notice to Purchaser.

(d)      Any new, additional or different securities that may now or hereafter become distributable with respect to the Collateral by reason of (i) any stock dividend, stock split or reclassification of the capital stock of the Company or (ii) any merger, consolidation or other reorganization affecting the capital structure of the Company, and any special or liquidating distribution in cash or other property, in each case shall, upon receipt by Purchaser, be promptly delivered to and deposited with Seller as part of the Collateral hereunder, together with one or more properly endorsed stock power assignments and such securities and/or cash or other property otherwise properly pledged under applicable law as security for the Note.

(e)      Seller shall exercise reasonable care in the custody and preservation of the Collateral but shall have no obligation to initiate any action with respect to, or otherwise inform Purchaser of, any conversion, call, exchange right, preemptive right, subscription right, purchase offer or other right or privilege relating to or affecting the Collateral; provided , however , that Purchaser will notify Seller of any such rights of Purchaser to protect against adverse claims or to protect the Collateral against the possibility of a decline in market value.

(f)      Purchaser waives, to the fullest extent permitted by law:

(i)      Any right of redemption or surplus with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshaling the Collateral or other collateral or security for Purchaser’s obligations under the Note;

(ii)      Any right to require Seller (A) to proceed against any other person or entity, (B) to exhaust any other collateral or security for any of Purchaser’s obligations under the Note, (C) to pursue any remedy in Seller’s power, (D) to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any of the Collateral or (E) to direct the application of payments or security for any obligations of Purchaser under the Note; and

(iii)      All claims, damages and demands against Seller arising out of the repossession, retention, sale or application of the proceeds of any sale of the Collateral;

provided, that Seller shall not proceed against Purchaser to collect any deficiency; Seller recourse in such event to exercise its op tion to purchase the Shares.

(h)      Upon the full payment of the principal of the Note, Seller shall forthwith deliver to Purchaser the certificate(s) representing the pledged Shares, together with the related stock power(s) affixed thereto.

Exhibit A

Promissory Note

(see attached)

Exhibit B

Option Agreement

(see attached)

10

Exhibit 10.2

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, Solee Science & Technology, USA Ltd. (the "Company"), a Delaware corporation having its principal office at 100 Connell Drive #2300, Berkeley Heights, New Jersey 07922, hereby promises to pay to Milestone Scientific Inc. ("Seller"), a Delaware corporation having an office at 220 S. Orange Avenue, Livingston, New Jersey 07039, or order, the principal sum of ONE MILLION TWO HUNDRED SEVENTY-FIVE THOUSAND U.S. DOLLARS (U.S.$1,275,000), payable in the installments on the dates and in the amounts specified below:

Each such installment shall be payable without additional or separate interest. Payments are to be made at the principal executive offices of Seller in Livingston, New Jersey, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public or private debts.

1.     This Note is negotiable and is the promissory note of the Company issued pursuant to the Stock Purchase Agreement, dated as of June 6, 2017 (the "Purchase Agreement"), by and between the Company and Seller, relating to the purchase of Seller’s shares of Milestone China Inc., and the promissory note referred to in that certain Stock Option Agreement, dated as of the date hereof, between the Company and Seller pursuant to which the Company granted Seller a certain Stock Option (as defined therein). This Note is secured by, and Seller is entitled to the benefits of, a pledge of shares pursuant to Section 1.3 of the Purchase Agreement, to which Agreement reference is hereby made for a description of the shares delivered to Seller thereunder and the nature and extent of the rights of Seller thereunder.

2.     The principal amount of this Note shall be subject to prepayment, at the option of the Company, in whole or in part, at any time and from time to time, in inverse order of maturity, without premium or penalty.

3.     The principal amount of this Note shall be subject to mandatory prepayment in an amount equal to the exercise price paid by Seller to the Company in connection with the exercise and closing of the tra nsfer contemplated by the Stock Option. Upon the exercise of the Stock Option and receipt by Seller of mandatory prepayment of the exercise price for all of the shares and other securities and property subject to the Stock Option, the principal amount of this Note shall be reduced to such exercise price and this Note shall be deemed satisfied and paid in full.

4.     If any Installment of this Note becomes due payable on a Saturday, Sunday or legal holiday under the laws of the State of New York or New Jersey, the due date of such installment shall be extended to the next succeeding business day.

5.     The following shall be deemed events of default (each an "Event of Default") hereunder:

(a)       Any installment of principal on this Note shall not be paid within thirty (30) days after it becomes due and payable; or

(b)       The Company or any of its subsidiaries shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file or there shall be filed against the Company a voluntary petition for relief under Title 11 of the United States Code (the "Bankruptcy Code"), or shall file or there shall be filed against the Company any other petition or similar request with a court having competent jurisdiction for voluntary relief, looking to reorganization, arrangement, composition, liquidation, custodianship, or other relief under the Bankruptcy Code or any other present or future statute, law or regulation for the protection of debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, custodian or liquidator of the Company or of all or any substantial part of its properties; or

( c) The Company or any of its subsidiaries shall sell all or substantially all of its assets other than to an entity directly or indirectly controlling, controlled by or under common control with the Company or any affiliate thereof.

Upon the occurrence of any such Event of Default, the holder of this Note, at its option, may by notice in writing t o the Company, declare the unpaid principal balance of this Note, immediately due and payable, without any legal requirement of further notice, entitlement to which is hereby waived by the Company.

6.      Except as specifically set forth above, the Company hereby waives presentment, demand, protest and notices of every kind and description.

7.     Notices hereunder shall be given in the same manner and to the same persons as provided in the Purchase Agreement.

8.     This Note shall be binding upon the Company and its succes sors and permitted assigns; provided, that the Company shall not be entitled to assign any of its obligations hereunder without the prior written consent of Seller.

9.     This Note may not be changed orally, but only by an agreement in writing and signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

10.     The Company agrees to pay all costs and expenses, including reasonable attorneys' fees, for the collection of this Note upon default.

11.    This Note shall be governed by and construed and enforced in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflict of laws. Any legal action, suit or proceeding arising out of or relating to this Note or the transactions contemplated hereby shall only be instituted, heard and adjudicated (excluding appeals) in a state or federal court located in the County of New York, State of New York, and each party hereto knowingly, voluntarily and intentionally waives any objection which such party may now or hereafter have to the laying of the venue of any such action, suit or proceeding, and irrevocably submits to the exclusive personal jurisdiction of any such court in any such action, suit or proceeding. Service of process in connection with any such action, suit or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under the Purchase Agreement.

12.     Each party a cknowledges that it has retained legal counsel in connection with this Agreement and has reviewed this Agreement with such counsel to the extent it deems necessary.

SOLEE SCIENCE & TCHNOLOGY, USA LTD.

By: ___________________________________

Name:

Title:

Exhibit 10.3

STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT, dated as of June 6, 2017, between Solee Science & Technology, USA, Ltd., Inc., a Delaware corporation (the “ Grantor ”), and Milestone Scientific Inc., a Delaware corporation (the “Grantee”).

WHEREAS, Grantor and Grantee are simultaneously with the execution and delivery of this Agreement entering into a Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which Grantor will, upon the terms and subject to the conditions stated therein, (a) purchase from Grantee 1,000,000 shares of common stock (“ Common Stock ”) of Milestone (China) Company Limited, a Hong Kong corporation (the “ Company ”), representing forty percent (40%) of the issued and outstanding shares of the Company, and (b) deliver its promissory note to Grantee in the principal amount of $1,275,000 (the “ Note ”) in full payment for such shares purchased (the “ Shares ”);and

WHEREAS, in order to induce Grantee to enter into the Purchase Agreement, Grantor has agreed to grant to Grantee the Stock Option (as hereinafter defined) upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the Purchase Agreement, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows:

1.          Grant of Stock Option. Grantor hereby grants to Grantee an irrevocable option (the “Stock Option”) to purchase all but not less than all of the Shares (and securities and other property as shall have been received in respect of such Shares pursuant to Section 5 of this Agreement), for an amount equal to the following:

(a)     if exercised at any time through and including the second anniversary of the date hereof, U.S. $0.7143 per Share (corresponding to an aggregate Exercise Price of $1,400,000); or

(b)     if exercised at any time after the second anniversary of the date hereof, the fair market value of the Shares to be purchased, determined utilizing the same valuation model, methods and assumptions as have been used in that certain valuation of the Shares prepared by Sobel & Co., LLC, certified public accountants, Livingston New Jersey, by such firm or such other firm as shall be engaged by Grantee to provide such valuation.

2.          Exercise of Stock Option. (a) Grantee may, subject to the provisions of this Section, exercise the Stock Option, in whole but not in part, at any time or from time to time, after the date hereof and prior to the tenth (10 ^th ) annual anniversary of the date hereof (the “ Termination Date ”). Notwithstanding the occurrence of the Termination Date, Grantee shall be entitled to purchase those Shares with respect to which it has properly exercised this Stock Option prior to the occurrence of the Termination Date.

(b)     If Grantee wishes to exercise the Stock Option, it shall do so by giving Grantor written notice to such effect, specifying a closing date not earlier than one business day nor later than twenty (20) business days from the date of the notice. The place of the closing shall be at the offices of counsel to the Grantee.

(e)     At the closing, (i) Grantee shall make payment to Grantor of the aggregate purchase price for the Shares in immediately available funds by wire transfer to a bank account designated by the Grantor or otherwise as mutually agreed, and (ii) Grantor shall deliver to Grantee a certificate representing the Shares, registered in the name of Grantee and such other securities or property as shall have been received in respect of the Shares pursuant to Section 5 in form appropriate for transfer to Grantee, and (iii) such other closing documents consistent with the terms hereof as may be reasonably requested by Grantee. The closing may occur by exchange of electronic files, and the originals of the instruments referred to in clause (ii).

3.          Representations and Warranties of Grantor . Grantor hereby represents and warrants to Grantee as follows

(a)      Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The execution, delivery and performance by Grantor of this Agreement and the consummation of the transactions contemplated hereby (i) are within Company’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official,

(b)     Upon exercise of the Stock Option and upon transfer of the Shares to Grantee, Grantee will acquire good and valid title to the Shares, free and clear of all liens, claims, encumbrances, voting agreements, proxies, and other charges of any nature whatsoever, and the Shares will not be subject to any preemptive or similar rights.

(c)     The representations and warranties of Grantor contained in the Purchase Agreement are true and correct.

4.          Representations and Warranties of Grantee . Grantee hereby represents and warrants to Grantor that the Stock Option and the Shares acquired upon exercise of the Stock Option will not be taken with a view to the public distribution thereof and will not be sold or otherwise disposed of by Grantee except in compliance with the Securities Act of 1933, as amended (the “Securities Act”).

5.           Adjustment Upon Changes in Capitalization or Merger. The number of shares of Common Stock of the Company and other securities or property comprising the Shares deliverable to Grantee upon exercise of the Stock Option shall be subject to adjustment from time to time as follows:

(a)     In case the Company after the date hereof shall (i) pay a dividend in shares of any class or series to the holders of its Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any securities by recapitalization or reclassification of its Common Stock, then the number of shares of Common Stock or other securities of the Company subject to the Stock Option immediately after the happening of any of the events described above in this subsection (a) shall be adjusted so as to consist of the number of shares or other securities of the Company which a record holder of a number of shares of the Company subject to the Stock Option immediately prior to the happening of such event would own or be entitled to receive after the happening of such event and the Exercise Price adjusted accordingly to maintain the economic attributes of the Stock Option.

(b)     In case of any recapitalization or re classification of the Company’s capital stock or any other capital reorganization to which subsection (a) above does not apply, or in the case of any consolidation of the Company with, or merger of the Company into, any other corporation (other than a merger in which the Company is the continuing corporation and in which no change is made in the outstanding shares of Common Stock of the Company other than a reclassification to which such subsection (a) would apply), then lawful and adequate provision shall be made whereby the shares subject to the Stock Option shall thereafter include the kind and amount of shares of stock or other securities or property receivable upon such transaction by a holder of the number of shares of Common Stock or other securities of the Company subject to the Stock Option immediately prior to such transaction; and, in any such case, appropriate provision shall be made to the end that the provisions of this Agreement shall thereafter by applicable (as nearly as may be practicable) with respect to any shares of stock, securities or property, thereafter deliverable upon exercise of the Stock Option. The provisions of this subsection (b) shall similarly apply to successive recapitalizations, reclassifications, reorganizations, consolidations and mergers.

(c)     Whenever the composition of the shares or other securities subject to the Stock Option deliverable hereunder shall be adjusted as provided in this Section 5, then in such case Grantor as soon as practicable thereafter (subject to the provisions of Section 5 hereof) shall give written notice thereof to Grantee, which notice shall state the new content of the Stock Option and new Exercise Price resulting from such adjustment and shall set forth in reasonable detail the method of calculation and the facts upon which such calculations are based.

(d)     I n the event that Company enters into an agreement (i) to consolidate with or merge into any person, other than Grantee or one of its subsidiaries, and the Company will not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any person, other than Grantee or one of its subsidiaries, to merge into the Company and the Company will be the continuing or surviving corporation, but in connection with such merger, the shares of Common Stock outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of the Company or any other person or cash or any other property, or the shares of Common Stock outstanding immediately prior to the consummation of such merger will, after such merger, represent less than 50% of the outstanding voting securities of the merged company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its subsidiaries, or in the case of any other capital reorganization to which Section 5(a) does not apply, then, and in each such case, the agreement governing such transaction will make proper provision so that the Stock Option will, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, (A) an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of Common Stock if the Stock Option had been exercised immediately prior to such consolidation, merger, sale or transfer or the record date therefor, as applicable and make any other necessary adjustments or (B) at the option of Grantee, the right to receive the shares or other securities or property that Grantee would have received in respect of Common Stock if the Stock Option had been exercised immediately prior to such event (less the exercise price thereof not paid).

6.          Further Assurances; Remedies. (a) The Company and Grantor each agrees to execute and deliver such other documents and instruments and take such further actions as may be necessary or appropriate or as Grantee may reasonably request in order to ensure that Grantee receives the full benefits of this Agreement.      

(b )     The parties agree that Grantee would be irreparably damaged if for any reason Grantor failed to deliver any of the Shares (or other securities or property deliverable pursuant to Section 5) upon exercise of the Stock Option or to perform any of its other obligations under this Agreement, and that Grantee would not have an adequate remedy at law for money damages in such event. Accordingly, Grantee shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by Grantor and the Company. This provision is without prejudice to any other rights that Grantee may have against Grantor or the Company for any failure to perform any of its obligations under this Agreement.

7.          Notice of Certain Events .

In case Grantor after the date hereof shall be offered the opportunity or right to subscribe to or purchase any additional shares of any class or any other rights, warrants or options or securities convertible into shares of Common Stock, rights, warrants or options, Grantor shall forward to Grantee a copy thereof within thirty (30) days, including written notice of the date on which the Company's books shall close or records shall be taken for such subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up.

8.          Miscellaneous. (a) Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties hereto.      

(b)      Transfer Taxes . All transfer taxes payable in respect of the transfer of Common Stock or other securities or property upon the exercise of the Stock Option or delivered pursuant hereto shall be borne by Grantee.

(c)      Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if so given) by delivery in person or by email (with copies by registered or certified mail, postage prepaid, return receipt requested) to the respective parties as follows:

To Grantee:

Milestone Scientific Inc .

220 S. Orange Avenue

Livingston, NJ 07039

Att ention: Len Osser

Email: lenosser@aol.com

To Grantor:

Solee Science & Technology, USA, Ltd., Inc.

100 Connell Drive #2300

Berkeley Heights, NJ 07922

Attention:

Email:

with a copy to:

______________________

______________________

______________________

______________________

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt.

(d)      Severability. If any term, provision, covenant or restriction of this Agreement is held to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

(e)      Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflict of laws. Any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall only be instituted, heard and adjudicated (excluding appeals) in a state or federal court located in the County of New York, State of New York, and each party hereto knowingly, voluntarily and intentionally waives any objection which such party may now or hereafter have to the laying of the venue of any such action, suit or proceeding, and irrevocably submits to the exclusive personal jurisdiction of any such court in any such action, suit or proceeding. Service of process in connection with any such action, suit or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement.

(f)      Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

(g)      Headings. The section headings herein are for convenience only and shall not affect the construction hereof.

(h)      Assignment. This Agreement shall be binding upon each party hereto and such party’s successors and permitted assigns. This Agreement shall not be assignable by Company, except by operation of law, but may be assigned by Grantee in whole or in part to any affiliate of Grantee. Except as provided in the preceding sentence, Grantee may not, without the prior written consent of Company, assign this Agreement to any other person.

(i)      Survival. All representations, warranties and covenants contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the exercise of the Stock Option.

(j)      Time of the Essence. The parties agree that time shall be of the essence in the performance of obligations hereunder.

(k)      Counsel . Each party acknowledges that it has retained legal counsel in connection with this Agreement and has reviewed this Agreement with such counsel to the extent it deems necessary.

IN WITNESS WHEREOF, Grantor and Grantee have caused this Agreement to be duly executed as of the date first above written.

MILESTONE SCIENTIFIC , INC.

By:                                                                                  

         Name:

         Title:

SOLEE SCIENCE & TECHNOLOGY, USA, LTD.

By:                                                                                    

        Name:

        Title:

Accepted and Agreed

with respect to Section 6:

MILESTONE (CHINA) COMPANY LIMITED

By: _____________________________ ______

        Name:

        Title:

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