[GRAPHIC OMITTED] MILESTONE SCIENTIFIC October 21, 2005 Windsor Technologies, LLC 8295 Orchard Road Thomasville, PA 17364 Attn: Gary De Bruin Re: MILESTONE SCIENTIFIC INC. ("MILESTONE") Dear Mr. De Bruin, This will confirm that Milestone has agreed to issue to Windsor Technologies, LLC and that Windsor Technologies, LLC has agreed to accept from Milestone 77,381 shares of common stock in payment of $130,000 as consideration for services rendered and to be rendered to Milestone from October 1, 2005 through December 31, 2005. By signing this letter, you confirm that (i) you are an "accredited investor" within the meaning of Rule 215 of the Rules and Regulations under the Securities Act, and (ii) you have acquired the shares for investment and acknowledge that the shares cannot be resold or otherwise disposed of until they are registered under the Securities Act and any applicable state securities laws or an exemption from registration is available. Since the shares will not be registered at the time of issuance, the certificates representing the shares delivered to you will bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE ACT. Please acknowledge your agreement and understanding of the above provisions by signing and dating a copy of this letter and returning it to us by facsimile and mail. The shares will be delivered to you promptly after receipt of your acknowledgement. Very truly yours, MILESTONE SCIENTIFIC INC. By: /s/ Rosaline Shau --------------------- Rosaline Shau Chief Financial Officer ACCEPTED AND AGREED TO THIS 21st DAY OF OCTOBER, 2005 Windsor Technologies, Inc. /s/ Gary De Bruin - --------------------- By: Gary De Bruin Its: Managing Partner - -------------------------------------------------------------------------------- 220 South Orange Avenue, Livingston, NJ 07039 o Tel: 973.535.2717 o Fax: 973.535.2829 www.MileSci.com
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S-3/A Filing
Milestone Scientific (MLSS) S-3/AShelf registration (amended)
Filed: 31 Oct 05, 12:00am