JOINT
      VENTURE SHAREHOLDERS AGREEMENT

     

    THIS
      JOINT VENTURE SHAREHOLDERS AGREEMENT is made this 18th day of December, 2007
      (this "Agreement") by and among LASER ENERGETICS, INC., an Oklahoma Corporation
      with an address of 3535 Quaker Bridge Road, Suite 700, Mercerville, New Jersey
      08619 ("LEI") and LANTIS LASER, INC., a Nevada corporation with an address
      of 11
      Stonebridge Court, Denville, New Jersey 07834 ("LLI") (LEI and LLI are
      collectively referred to as the "Shareholders" and each a "Shareholder"); and
      HyGeniLase, Inc., a Delaware corporation with an address of 3535 Quaker Bridge
      Road, Suite 700, Mercerville, New Jersey 08619 (the "Company").

     

    WITNESSETH:

     

    WHEREAS,
      LEI is
      engaged in the design, engineering, manufacturing, sales and distribution of
      lasers; 

     

    WHEREAS,
      LLI is
      engaged in the commercialization of technology in the human and animal dental
      field including managing clinical development and sales and
      marketing;

     

    WHEREAS,
      LEI and
      LLI are parties to a certain Memorandum of Understanding dated October 25,
      2007
      (the "MOU") pursuant to which the Shareholders agreed to form a joint venture
      to
      develop, manufacture, market, sell and distribute dental laser systems and
      dental laser process technology to the dental markets (the "Joint
      Venture");

     

    WHEREAS,
      LLI has
      determined that research prototype and study found in LEI Quotation #10072147
      have been successfully completed, and accordingly has agreed to form the Company
      and enter into this Agreement in furtherance of the Joint Venture;

     

    NOW
      THEREFORE,
      in
      consideration of the premises and mutual understandings contained herein, the
      Shareholders agree as follows:

     

    1. ESTABLISHMENT
      OF THE COMPANY.
      Prior
      to the execution of this Agreement, the Shareholders have established a Delaware
      corporation, and accordingly will cause amendments to the corporation's
      organizational documents as follows:

     

    1.1 Name.
      The
      name of the Company shall be HyGeniLase, Inc., or if such name is not available,
      then such other name as the Shareholders mutually agree in writing.

     

    1.2 Purpose.
      The purpose of business of the Company shall be to develop, manufacture, market,
      sell and distribute dental laser systems and dental laser process technology
      to
      the dental markets worldwide. The Company shall not conduct any other business
      without the prior written consent of the Shareholders.

     

    1.3 Address.
      The principal office of the Company shall be located at the offices of
      LEI.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.4 Shareholders.
      In consideration for the payments, licenses and contributions by each of the
      Shareholders pursuant to the MOU and this Agreement, each Shareholder shall
      initially be issued 100 shares of Common Stock, par value $0.001 (along with
      any
      other shares issued to either of the Shareholders, the "Shares"), so that each
      Shareholder owns 50% of the issued and outstanding equity in the Company. Except
      as otherwise set forth in this Agreement, neither Shareholder shall have any
      further obligations to furnish additional funds in connection with the Company.
      No additional equity (whether by issuance of stock, convertible debt, warrants,
      options, or otherwise) in the Company shall be issued without the prior written
      consent of the Shareholders.

     

    1.5 Number
      of
      Directors. Board of Directors shall consist of two Directors. Each Director
      shall have one vote.

     

    1.6 The
      Board
      will consist of one Director nominated by LEI and one Director nominated by
      LLI.
      Initially, the Director nominated by LEI shall be Robert D. Bath, and the
      Director nominated by LLI shall be Stanley B. Baron. Each of LEI and LLI will
      have the exclusive right to remove its respective designees and to fill any
      vacancy caused by the removal, resignation or death of its respective designees.
      Each Shareholder shall vote all of its Shares in favor of the election of the
      Directors nominated in accordance with this Agreement.

     

    1.7 Fiscal
      Year. Fiscal Year of the Company shall commence on January 1 of each year and
      end on December 31 of the same year.

     

    1.8 Reporting.
      Each Shareholder and the Board shall be entitled to receive sufficient
      management and financial information and reports to allow the Directors to
      monitor the conduct of the business of the Company. All information provided
      thereunder will be provided subject to the terms of confidentiality set forth
      in
      Section 9 below.

     

    1.9 Access
      to
      Records. Subject to the requirements of confidentiality set forth in Section
      9
      below, each Shareholder may inspect the books, accounts and records of the
      Company and, to the extent necessary to ensure compliance with this Agreement,
      of the other Shareholder.

     

    2. ROLES
      OF THE PARTIES.
      The
      roles of each of the Shareholders shall be as follows:

     

    2.1 LEI'S
      Role. LEI shall be responsible for product development, product specifications,
      quality control, product improvement, and manufacturing. LEI shall be directly
      compensated by the Company for these functions at a rate equal to "cost plus
      10%" basis.

     

    2.2 LLI's
      Role. LLI shall be responsible for funding the Company, clinical evaluation,
      process development, market development, and sales and marketing to the human
      and animal dental market. LLI shall be directly compensated by the Company
      for
      these functions at a rate equal to of 5% of net sales less
      discounts.

     

    3. TECHNOLOGY.

     

    3.1 LEI
&
      LLI IP. Attached hereto as Appendix "A" LEI lists its intellectual property
      (the
      "LEI IP"), both patents and patents pending, if public, which is applicable
      to
      the dental markets, including the future LEI Patent for cleaning of teeth using
      the 3rd Harmonic (250nm) laser light. Attached hereto as Appendix "B" LLI lists
      it intellectual property (the "LLI IP"), both patents and patents pending,
      if
      public, which is applicable to the dental markets

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    3.2 Unless
      as
      otherwise provided for herein, all products, technology and intellectual
      property developed by LEI in connection with this Joint Venture shall be owned
      by LEI and all products, technology and intellectual property developed by
      LLI
      in connection with this Joint Venture shall be owned by LLI. LEI hereby grants
      the Company a royalty-free, exclusive worldwide license to make, use, market,
      sell and distribute the LEI IP, limited specifically to applications relating
      to
      the human and animal dental markets. LLI hereby grants the Company a
      royalty-free, exclusive, worldwide license to make, use, market, sell and
      distribute the LLI IP, limited specifically to applications relating to the
      human and animal dental markets in connection with the Joint Venture. Initial
      dental applications contemplated are for cleaning teeth, cutting
      teeth.

     

    4. FUNDING.

     

    a. LLI
      shall
      be responsible for raising the initial funding of the Company in the amount
      of
      approximately $650,000.00, of which $91,000.00 has been committed for the Laser
      Cost Study and the Refurbished ALX laser.

     

    b. LLI
      has
      already committed to LEI $91,000 and advanced $56,000 to LEI for the benefit
      of
      the Company. The Company will re-pay LLI all advances including this $56,000
      at
      such time as the Company has been funded with at least $750,000.

     

    c. LEI
      has
      incurred legal expenses in the amount of $5,000 for the benefit of the Company.
      The Company will reimburse LEI at such time as the Company has been funded
      with
      at least $750,000.

     

    d. LLI,
      for
      the benefit of the Company, has paid LEI and LEI has provided LLI, for the
      benefit of the Company, a full laser system cost analysis, as well as LEI will
      deliver a reconditioned research prototype Alexandrite laser
      system.

     

    e. The
      Company will fund and purchase from LEI a fully developed pre-production
      prototype dental laser system primarily for dental cleaning. The initial work
      of
      undertaking a full systems cost analysis has been successfully completed by
      LEI.
      LLI acknowledges that it has authorized, for the benefit of the Company prior
      to
      its formation, the development and building of a pre-production prototype dental
      laser system (the "Prototype") by LEI, in accordance with LEI & LLI MOU
      signed October 25th, 2007, for a total purchase price of $550,000 (to be paid
      to
      LEI directly by the Company,).

     

    f. Upon
      the
      execution of this Agreement, LLI shall pay LEI an initial non refundable down
      payment of $50,000. Further payments will be made as follows: $200,000 by
      January 31, 2008 and $150,000 by February 29, 2008. Upon commencement of the
      design review of the Prototype, LLI shall pay LEI an additional $100,000.00
      towards the purchase price for the Prototype, which is estimated to take place
      before March 30,2008. Upon final acceptance of the Prototype by the Company,
      the
      Company shall pay LEI the final payment of $50,000 for the Prototype. The full
      specification of the prototype is to be supplied against the final payment.
      Funding for the Joint Venture thereafter shall be provided by the Company,
      although LLI shall have primary responsibility for funding and will use its
      commercial best efforts to have the Company adequately funded to meet its
      objectives.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    5. MANUFACTURING.
      LEI
      shall be responsible for the manufacturing of the dental laser systems and
      dental laser process technology under the Joint Venture. The Company and LLI
      hereby grant LEI the exclusive right to manufacture all of their requirements
      (and the requirements for any of their Affiliates) for dental laser systems
      and
      dental laser process technology for the dental markets. All systems and
      technology manufactured by LEI for the Company under the Joint Venture shall
      be
      provided pursuant to LEI's standard terms and conditions, which are attached
      hereto as Appendix "C" at a rate to be mutually agreed upon, which shall be
      on a
      manufactured "cost plus 10%" basis as defined in 2.1 above

     

    6. MARKET
      DEVELOPMENT AND MARKETING.
      LLI
      shall be responsible for organizing clinical evaluation, validation and
      worldwide sales and distribution of the products developed under the Joint
      Venture. All sales and distribution decisions will be made jointly by the
      Shareholders.

     

    7. REGULATORY
      COMPLIANCE.
      The
      Shareholders agree to engage a third party regulatory consultant (with costs
      to
      be financed by the Company, with assistance as necessary from LLI) to provide
      advice and assistance on the regulatory compliance of any dental laser systems
      and dental laser process technology developed or manufactured under the Joint
      Venture.

     

    8. TRANSFER
      OF SHARES.

     

    8.1 Transfers.
      A Shareholder may not transfer to any individual or entity any of its Shares
      except (i) with the written approval of all Shareholders, (ii) in accordance
      with clause 8.2 below. Any Transfer of Shares in violation of this Section
      8.1
      shall be null and void.

     

    8.2 Transfer
      to Affiliate Transferees. Any Shareholder may, in its sole discretion and
      without the consent of any other Shareholder, transfer all but not some of
      its
      Shares, directly to such Shareholder's Affiliate; provided, however, that (i)
      the transferring Shareholder shall neither be relieved of nor released from
      any
      of its obligations set forth in this Agreement and shall cause the transferee
      to
      abide by the provisions of this Agreement and guarantee such obligations of
      the
      transferee with respect to such transferred Shares; and (ii) no Shareholder
      shall permit an Affiliate to which Shares to cease to be an Affiliate, or permit
      such Affiliate to be dissolved, liquidated, wound-up or otherwise to cease
      to
      exist by the operation of law or otherwise, unless such Shareholder shall first
      have purchased all of the Shares that were transferred to such Affiliate. For
      the purposes of this Agreement, "Affiliate" means an entity that is controlled
      by, controls or under common control as a Shareholder, where control means
      the
      power to direct and/or influence the management or policies of an entity,
      whether through the ownership of voting securities or otherwise.

     

    9. CONFIDENTIALITY.
      Except
      as required by an officer or Director to carry out the business of the Company,
      no Shareholder will divulge any information, paper, or document relating to
      the
      assets, liabilities, operations, business affairs, or any other information
      about the Company or the other Shareholder. The right to maintain the
      confidentiality of the affairs of the Company and the Shareholders in connection
      with the Company's business may be enforced by any Shareholder or by the Company
      itself by way of an injunction issued out of any court of competent
      jurisdiction, and this right will not restrict or take the place of the
      Shareholders' or the Company's rights to money damages, actual and exemplary,
      for a violation of the provisions of this Section.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    10. TERMINATION
      AND EVENTS OF DEFAULT.

     

    10.1 Special
      Termination Events. This Agreement shall be terminated in the following
      event:

     

    (a) the
      Company is liquidated or dissolved; or

     

    (b) with
      respect to any of the Shareholders, such Shareholder no longer is the
      shareholder of the Company subject to the terms and conditions set forth in
      this
      Agreement; or

     

    (c) the
      Shareholders mutually agree to terminate this Agreement in writing.

     

    Termination
      of this Agreement will be without prejudice to any accrued rights of the
      Shareholders and the Company.

     

    10.2 Events
      of
      Default. The occurrence of any of the following events shall be an Event of
      Default, it being understood that any Event of Default occurring with respect
      to
      any Shareholder that has transferred all or a part of its Shares to its
      Affiliate in accordance with the provisions of Section 8.2 shall be deemed
      to
      have also occurred with respect to such Affiliate transferee:

     

    10.2.1 If
      any
      Shareholder takes any action relating to the Company which constitutes gross
      negligence or willful misconduct, and if subject to cure, such Shareholder
      does
      not cure such gross negligence or willful misconduct within thirty days
      following delivery of notice of breach to such Shareholder by the nonbreaching
      Shareholder; or

     

    10.2.2 If
      the
      Company is unable to meet payment obligations for 45 days, such event shall
      constitute an event of default on the part of LLI; or

     

    10.2.3
      If
      any Shareholder takes any action or inaction relating to the Company which
      constitutes a material breach of the obligations of such Shareholder under
      this
      Agreement or any of the agreements with the Company or with other Shareholder,
      and if subject to cure, such Shareholder does not cure such breach within thirty
      days following delivery of notice of breach to such Shareholder by the
      nonbreaching Shareholder.

     

    10.3 Rights
      Upon Event of Default. Upon the occurrence of an Event of Default, the
      nondefaulting Shareholder shall be entitled to the right set forth
      below:

     

    (a) Where
      the
      nondefaulting Shareholder desire to discontinue the business of the Company,
      the
      nondefaulting Shareholder shall have the right (i) to apply for the dissolution
      of the Company, or (ii) to cause the defaulting Shareholder to purchase all
      but
      not less then all of the Shares owned by the nondefaulting Shareholders (i)
      at a
      price equal to 125 percent of the fair market value to be determined by a
      reliable and reputable third-party appraiser, or (ii) at a price equal to actual
      amount paid by such nondefaulting Shareholders for such Shares, whichever is
      higher; or

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (b) in
      case
      the nondefaulting Shareholder desires to continue the business of the Company,
      the nondefaulting Shareholder shall have the right to purchase, from the
      defaulting Shareholder the Shares held by the defaulting Shareholder (i) at
      a
      price equal to 75 percent of the fair market value to be determined by a
      reliable and reputable third-party appraiser, or (ii) at a price equal to the
      actual amount paid by such defaulting Shareholder for such Shares, whichever
      is
      lower; provided however that exercise of such purchase right shall not affect
      the defaulting Shareholder's obligations under this Agreement.

     

    11. MISCELLANEOUS.

     

    11.1 Addresses.
      All notices, consents, waivers, and other communications under this Agreement
      must be in writing and will be deemed to have been duly given when (a) delivered
      by hand (with written confirmation of receipt), or (b) when received by the
      addressee, if sent by a nationally recognized overnight delivery service
      (receipt requested), in each case to the appropriate addresses set forth on
      the
      first page of this Agreement (or to such other addresses as a party may
      designate by notice to the other parties).

     

    11.2 Inconsistency.
      As among the Parties, the provisions of this Agreement shall prevail over any
      inconsistent section in the Certificate of Incorporation and By-Laws of the
      Company, and as soon as possible after becoming aware of such an inconsistency,
      all Parties will take all necessary steps to amend any inconsistency in the
      Certificate of Incorporation and By-Laws, as the case may be.

     

    11.3 Costs.
      The Shareholders will share equally the fees and costs for the preparation
      and
      execution of this Agreement, and any document executed to give effect to any
      provisions of this Agreement.

     

    11.4 Assignment.
      This Agreement will not be assignable or otherwise transferable by either
      Shareholder, other than in accordance with the provisions of Section 8.1, and
      any purported assignment or other transfer will be void and
      unenforceable.

     

    11.5 No
      Waiver. A provision of or right under this Agreement may not be waived except
      by
      a waiver in writing signed by the party granting the waiver, and will be
      effective only to the extent specifically set out in that waiver.

     

    11.6 Amendment.
      This Agreement may only be amended in a writing executed and delivered by all
      the parties.

     

    11.7 Governing:
      Law. This Agreement and the rights and duties of the parties hereunder will
      be
      governed by, and construed and interpreted in accordance with, the laws of
      Delaware, without giving effect to its principles or rules of conflict of
      laws.

     

    11.8 Further
      Action. Each party will, and will use all reasonable efforts to, take or cause
      to be taken all actions, and do or cause to be done all other things, necessary,
      proper or advisable in order to give full effect to this Agreement.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    11.9 Remedies.
      The parties agree that any breach of the provisions of this Agreement by my
      party may result in irreparable injury to the other party, that money damages
      may be an inadequate remedy for such breach, and that, in addition to any other
      remedies which they may have, the other party may enforce their respective
      rights by actions for specific performance and for injunctive and other relief
      (to the extent permitted by law). Each party agrees not to oppose the granting
      of such relief in the event a court determines that such a breach has occurred,
      and to waive any requirement for the posting of any bond in connection with
      such
      remedy.

     

    11.10 Interpretation.
      The headings are for ease of reference only and do not affect the construction
      of this Agreement.

     

    11.11 Severability.
      If a court of competent jurisdiction or an arbitral panel holds that part of
      this Agreement is invalid, inoperative or unenforceable in any jurisdiction
      or
      circumstances, that part will not be invalid, inoperative or unenforceable
      in
      any other jurisdiction or circumstances, and no other part of this Agreement
      will be invalid, inoperative or unenforceable, or affected in any other way.
      If
      a provision of this Agreement is so broad as to be unenforceable, that provision
      will be interpreted to be only so broad as is enforceable.

     

    11.12 Counterparts.
      This Agreement may be executed in any number of counterparts, each of which
      will
      be deemed an original, and all those counterparts taken together will be
      regarded as one instrument.

     

    11.13 Entire
      Agreement. This Agreement constitutes the entire agreement and understanding
      of
      the parties as to their subject matter, and supersedes all prior agreements
      or
      understandings, both written and oral, between the parties with respect to
      such
      subject matter.

     

    [THIS
      SPACE INTENTIONALLY LEFT BLANK- SIGNATURE PAGE TO FOLLOW]

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Joint Venture Shareholders
      Agreement to be duly executed as of the date first written above.

     

    
      	
              LASER
                ENERGETICS, INC.

            
	 	 
	
              By:

            	 
	
              Name

            	
              Robert
                D. Battis

            
	
              Title:

            	
              President
                & CEO

            
	 	 
	
              LANTIS
                LASER, INC.

            
	 	 
	
              Name

            	
              Stanley
                B. Baron

            
	
              Title:

            	
              President
                & CEO

            
	 	 
	
              HYGENILASE,
                INC.

            
	 	 
	
              By:

            	 
	
              Name

            	 
	
              Title:

            	
              President
&
CEO

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    APPENDICES

    


    A:
      LEI
      IP

    B:
      LLI
      IP

    C.
      LEI
      TERMS & CONDITIONS

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    Appendix
      A - LEI Intellectual Property

     

    
      	
              US
                Patent #

            	 	
              Title
                of Patent

            
	
              5,331,652

            	 	
              Solid
                State Laser Having Closed Cycle Gas Cooled Construction

            
	
              5,321,711

            	 	
              Segmented
                Solid State Laser Gain Media With Gradient Doping Level

            
	
              5,235,606

            	 	
              Amplification
                of Ultrashort Pulses with ND:Glass Amplifiers Pumped By Alexandrite
                Free
                Running Laser

            
	
              5,142,548

            	 	
              Broadband
                Tuning and Laser Line Narrowing Utilizing Birefringent Laser
                Hosts

            
	
              4,949,346

            	 	
              Conductively
                Cooled Diode Pumped Solid State Slab Laser

            
	
              4,933,946

            	 	
              Conductively
                Cooled Solid State Slab Laser

            
	
              4,809,283

            	 	
              **
                Method of Manufacturing Chromium - Doped Beryllium Aluminate Laser
                Rod and
                Lasers Incorportating the Rods therein.

            
	 	 	
              New
                Patent on Flash lamp pumped Lasers LEI is applying for in Dec
                2007

            


    

    


    
      
         

      

      
        9