Exhibit 4.8

            AGREEMENT dated as of the 31st of January, 2000 between Milestone
Scientific, Inc. ("Milestone") and the undersigned holders of Milestone's
outstanding 3% Convertible Notes.

      1. Milestone hereby agrees to allow each of the undersigned holders of its
3% Convertible Notes to convert such Notes at $1.25 per share, i.e. one half of
the present conversion price, and each of the undersigned agrees to submit his
Notes to Milestone for conversion at that price not later than February 29,
2000.

      2. Each of the undersigned acknowledges that one half of the shares to be
issued on conversion of the Notes have not been registered under the Securities
Act of 1933, as amended, are being acquired for investment without a view to
distribution and will bear a suitable legend to such effect. Milestone hereby
agrees that the Shares issued on conversion of the Notes which are not presently
covered by a Registration Statement shall be deemed to be included within the
definition of "Registerable Securities" set forth in that certain Registration
Rights Agreement between Milestone and the undersigned and shall enjoy all of
the registration rights and other benefits provided for in such Registration
Rights Agreement.

            IN WITNESS WHEREOF the parties have executed this document as of the
day and year first above written.

                                    MILESTONE SCIENTIFIC, INC.


                                    by:________________________________
                                          Leonard Osser, Chairman and
                                          Chief Executive Officer

        Name                                  Face Amount of    No. of Shares
                                              3% Convertible
                                              Notes to be
                                              Converted
                                                   $

        ____________________________________
              K. TUCKER ANDERSEN                250,000           200,000



        CUMBERLAND PARTNERS
        By Cumberland Associates LLC, as its
        investment advisor

        By:_____________________________         1,150,000         920,000


        LONGVIEW PARTNERS
        by Cumberland Associates LLC, as its
        investment advisor

        By: ________________________________     125,000           100,000


        LONGVIEW PARTNERS B, L.P.
        by Cumberland Associates LLC, as its
        investment advisor

        By:________________________________      165,000           132,000


        LONGVIEW PARTNERS C, L.P.
        by Cumberland Associates LLC, as its
        investment advisor

        By:_____________________________          60,000            48,000


        ________________________________
        LEONARD OSSER                            250,000           200,000


        STRATEGIC RESTRUCTURING PARTNERSHIP LP

        By:___________________________           250,000           200,000
           Richard Haydon