EXHIBIT
      10.3

    


    LIMITED
      LIABILITY COMPANY

    OPERATING
      AGREEMENT

    OF

    BIOBALANCE
      LLC

     

    This
      Limited Liability Company Operating Agreement of BioBalance LLC (the
“Company”),
      a
      limited liability company organized pursuant to the Delaware Limited Liability
      Company Act, 6 Del. C Section 18-101 et seq., as amended from time to time
      (the
“Act”),
      is
      entered into as of August 12, 2008, and shall be effective as of July 25, 2008,
      among the parties hereto, as Members (as defined below).

    


    WHEREAS,
      the Company was formed pursuant to the provisions of the Act on July 24, 2008;
      and

    


    WHEREAS,
      the Members desire to establish their respective rights and obligations in
      respect of the business and operation of the Company;

    


    NOW,
      THEREFORE, in consideration of the premises and mutual covenants and agreements
      hereinafter set forth, the parties hereto, intending to be legally bound, hereby
      agree to enter into and organize the Company as follows:

    


    ARTICLE
      I


     

    DEFINITIONS

     

    For
      purposes of this Agreement unless the context clearly indicates otherwise,
      the
      following terms shall have the following meanings:

     

    “Act”
is
      defined in the Preamble.

     

    “Adjusted
      Capital Account Deficit”
means,
      with respect to any Member, the deficit balance, if any, in such Member’s
      Capital Account as of the end of the relevant Taxable Year, after giving effect
      to the following adjustments:

     

    (i) increase
      such Capital Account by any amounts which such Member is obligated to contribute
      to the Company (pursuant to the terms of this Agreement or otherwise) or is
      deemed to be obligated to contribute to the Company pursuant to Regulations
      Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

     

    (ii) reduce
      such Capital Account by the amount of the items described in Regulations
      Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

     

    “Affiliate”
means,
      with respect to a specified Person, (i) any Person directly or indirectly
      controlling, controlled by or under common control with such Person, (ii) any
      Person owning or controlling ten percent (10%) or more of the outstanding voting
      interests of such Person, (iii) any officer, director, member or general
      partner of such Person or (iv) any Person who is an officer, director, general
      partner, member, trustee, or holder of ten percent (10%) or more of the voting
      interests of any Person described in clauses (i) through (iii) of this
      sentence.

     

    “Agreement”
means
      this Limited Liability Company Operating Agreement, as originally executed
      and
      as amended from time to time, as the context requires. Words such as “herein”,
“hereinafter”, “hereto”, “hereby” and “hereunder”, when used with reference to
      this Agreement, refer to this Agreement as a whole, unless the context otherwise
      requires.

     

    “Available
      Cash”
means
      the gross cash proceeds of the Company from any and all sources less the portion
      thereof used to pay or establish reserves for all Company costs, expenses,
      management fees, debt payments, capital improvements, replacements, and
      contingencies, all as determined by the Company. “Available Cash” shall not be
      reduced by depreciation, amortization, cost recovery deductions or similar
      allowances, but shall be increased by any reductions of reserves previously
      established pursuant to the first sentence of this definition.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Bankruptcy”
means,
      with respect to a Person, the occurrence of any of the following events:
      (a) the filing by that Person of a petition commencing a voluntary case in
      bankruptcy under applicable bankruptcy laws; (b) entry against that Person
      of an order for relief under applicable bankruptcy laws; (c) written
      admission by that Person of its inability to pay its debts as they mature,
      or an
      assignment by that Person for the benefit of creditors; or (d) appointment
      of a receiver for the property or affairs of that Person.

     

    “Business
      Day”
means
      each day of the calendar year other than a Saturday, Sunday or a day on which
      commercial banks are required or authorized to close in the State of New
      York.

     

    “Capital
      Account”
means
      the account maintained for a Member determined in accordance with Article
      III.

     

    “Capital
      Contribution”
means
      the amount of money and fair market value of property contributed to the Company
      by a Member whether as an initial Capital Contribution or as an additional
      Capital Contribution.

     

    “Certificate
      of Formation"
      means
      the document filed with the Secretary of State of the State of Delaware and
      through which the Company is formed and any duly authorized, executed and filed
      amendments or restatements thereof.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended from time to time (or any
      corresponding provisions of succeeding law).

     

    “Company”
is
      defined in the Preamble.

     

    “Distribution”
means
      transfer of property to a Member on account of a Membership Interest as
      described in Article V.

     

    "Indemnified
      Person"
      means
      the Managing Member, any Affiliate of the Managing Member and any officer,
      director, employee or agent of the foregoing.

     

    “Managing
      Member”
means
      the Person designated to manage the Company pursuant to Section 8.1 of this
      Agreement.

     

    “Member”
means
      each of the parties hereto who holds a Membership Interest.

     

    "Member
      Nonrecourse Deductions"
      has the
      meaning set forth in Regulations Section 1.704-2(i).

     

    “Membership
      Interest”
means
      the rights of a Member in Distributions (liquidating or otherwise) and
      allocations of the profits, losses, gains, deductions, and credits of the
      Company.

     

    “Net
      Profits”
and
      “Net
      Loss”
means,
      for each Taxable Year or other period, an amount equal to the Company’s taxable
      income or loss for such year or period, determined in accordance with Code
      Section 703(a) (for this purpose, all items of income, gain, loss or deduction
      required to be stated separately pursuant to Code Section 703(a)(1) shall be
      included in taxable income or loss), with the following
      adjustments:

     

    (a) Any
      income of the Company that is exempt from Federal income tax and not otherwise
      taken into account in computing Net Profits or Net Losses shall be added to
      such
      taxable income or loss; and

     

    (b) Any
      expenditures of the Company described in Code Section 705(b)(2)(B) or treated
      as
      Code Section 705(b)(2)(B) expenditures pursuant to Regulations Section
      1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Net
      Profits or Net Losses shall be subtracted from such taxable income or
      loss.

     

    “Non-Managing
      Members”
means
      the Members other than the Managing Member, and any third party (other than
      the
      Managing Member) who acquires Membership Interests from a Non-Managing Member
      in
      any transaction permitted under this Agreement. 

     

    “Percentage
      Interest”
means,
      with respect to any Member, the percentage interest of each Member set forth
      on
      Schedule A annexed hereto, as modified or supplemented from time to
      time.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Person”
means
      an individual, trust, estate, or any incorporated or unincorporated organization
      permitted to be a member of a limited liability company under the laws of the
      State of Delaware.

     

    “Proceeding”
means
      any administrative, judicial, or adversary proceeding, including, without
      limitation, litigation, arbitration, administrative adjudication, mediation,
      and
      appeal or review of any of the foregoing.

     

    “Property”
means
      all of the assets of the Company, both tangible and intangible, or any portion
      thereof.

     

    “Regulations”
means,
      except where the context indicates otherwise, the permanent, temporary,
      proposed, or proposed and temporary regulations of the Department of the
      Treasury under the Code, as such regulations may be lawfully changed from time
      to time (including corresponding provisions of succeeding
      regulations).

     

    “Taxable
      Year”
means
      the taxable year of the Company as determined for federal income tax
      purposes.

     

    “Transfer”
As
      a
      noun, any voluntary or involuntary transfer, sale, or other disposition and,
      as
      a verb, voluntarily or involuntarily to sell, assign, transfer, grant, give
      away, hypothecate, pledge or otherwise dispose of and shall include any transfer
      by will, gift or intestate succession.

     

    ARTICLE
      II

     

    FORMATION

     

    2.1 Organization.
      The
      Company was formed as a Delaware limited liability company pursuant to the
      provisions of the Act on July 24, 2008.

     

    2.2 Name.
      The
      name of the Company is “BioBalance LLC”. All business of the Company shall be
      conducted under the name “BioBalance LLC”. The Company shall hold all of its
      Property in the name of the Company and not in the name of any
      Member.

     

    2.3 Term.
      The
      term of the Company commenced on the date of the formation of the Company in
      accordance with and pursuant to the Act, and shall continue until the Company
      is
      dissolved in accordance with either the provisions of this Agreement or the
      Act.

     

    2.4 Registered
      Agent and Office.
      The
      registered agent for service of process and the registered office shall be
      that
      Person and location reflected in the Certificate of Formation as filed in the
      office of the Secretary of State of Delaware. The Managing Member may, from
      time
      to time, change the registered agent or office through appropriate filings
      with
      the Secretary of State. In the event the registered agent ceases to act as
      such
      for any reason or the registered office shall change, the Company shall promptly
      designate a replacement registered agent or file a notice of change of address,
      as the case may be.

     

    2.5 Principal
      Office.
      The
      principal office of the Company (“Principal
      Office”)
      shall
      be located at 1850 McDonald Avenue, Brooklyn, New York 11223, or such other
      place as may be determined by the Managing Member. The Company may also maintain
      offices and places of business at such other place or places as the Managing
      Member deems advisable.

     

    2.6 Purpose.
      The
      Company was formed for the object and purpose of engaging in any lawful act
      or
      activity for which limited liability companies may be formed under the Act
      and
      engaging in any and all activities necessary or incidental to the
      foregoing.

     

    2.7 Statutory
      Compliance.
      The
      Company shall exist under and be governed by, and this Agreement shall be
      construed in accordance with, the applicable laws of the State of Delaware.
      The
      Managing Member may execute and file any duly authorized amendments to the
      Certificate of Formation from time to time in a form prescribed by the Act.
      The
      Managing Member shall also cause to be made, on behalf of the Company, such
      additional filings and recordings as the Managing Member shall deem necessary
      or
      advisable.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    2.8 Title
      to Property.
      All
      real and personal property owned by the Company shall be owned by the Company
      as
      an entity and no Member shall have any ownership interest in such property
      in
      its individual name or right, and each Member’s interest in the Company shall be
      deemed personal property for all purposes. 

     

    2.9 Activities.
      The
      Managing Member shall devote so much of its business time and efforts to the
      furtherance of the business of the Company and performance of its
      responsibilities under this Agreement as it shall reasonably deem
      necessary.

     

    ARTICLE
      III


     

    CONTRIBUTIONS
      AND CAPITAL ACCOUNTS

     

    3.1 Capital
      Contributions and Percentage Interests.
      The
      names, addresses, Capital Contributions and Percentage Interests of the Members
      are set forth on Schedule
      A
      annexed
      hereto. 

     

    3.2 Maintenance
      of Capital Accounts.
      The
      Company shall establish and maintain Capital Accounts for each Member and
      assignee. Each Member’s Capital Account shall be increased by (i) the amount of
      any money actually contributed by the Member to the capital of the Company,
      (ii)
      the fair market value of any property contributed by the Member, as determined
      by the Managing Member at the time of contribution (net of liabilities assumed
      by the Company or subject to which the Company takes such property), and (iii)
      the Member’s share of Net Profits. Each Member’s Capital Account shall be
      decreased by (i) the amount of any money actually distributed to the Member
      from
      the capital of the Company, (ii) the fair market value of any property
      distributed to the Member, as determined by the Managing Member at the time
      of
      distribution (net of liabilities of the Company assumed by the Member or subject
      to which the Member takes such property), and (iii) the Member’s share of Net
      Loss.

     

    In
      the
      event any Member Transfers any Membership Interest in accordance with the terms
      of this Agreement, the transferee shall succeed to the Capital Account of the
      transferor to the extent it relates to the transferred Membership
      Interest.

     

    The
      foregoing provisions and the other provisions of this Agreement relating to
      the
      maintenance of Capital Accounts are intended to comply with Regulations Section
      1.704-1(b), and shall be interpreted and applied in a manner consistent with
      such Regulations and any amendment or successor provision thereto.

     

    3.3 Additional
      Capital Contributions.
      Except
      as otherwise provided herein, no Member shall be required to make any additional
      Capital Contributions to the Company. 

     

    3.4 Other
      Matters.

     

    (a) Except
      as
      otherwise provided in this Agreement, no Member shall demand or receive a return
      of his Capital Contributions or withdraw from the Company. No Member shall
      have
      the right to withdraw any part of his Capital Contributions from the Company
      prior to its liquidation and termination, unless such withdrawal is permitted
      under this Agreement.

     

    (b) No
      Member
      shall receive any interest, salary, or drawing with respect to his Capital
      Contributions or his Capital Account or for services rendered on behalf of
      the
      Company or otherwise in his capacity as a Member, except as otherwise provided
      in this Agreement or determined by the Managing Member.

     

    ARTICLE
      IV

     

    ALLOCATIONS
      

     

    4.1 Allocation
      of Net Profits and Net Losses of the Company. Except
      as
      otherwise provided in this Article IV, Net Profits and Net Losses of the Company
      in each Taxable Year shall be allocated among the Members as
      follows:

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (a) Net
      Profits.
      After
      giving effect to any special allocations set forth in this Section, Net Profits
      for any fiscal year shall be allocated in the following order and
      priority:

     

    (1) First,
      to
      each Member in an amount equal to the excess, if any, of the cumulative amount
      of Net Losses previously allocated to such Member pursuant to Section 4.1(b)(i)
      over the cumulative amount of Net Income previously allocated to such Member
      pursuant to this Section 4.1(a)(1); and

     

    (2) Second,
      among the Members pro rata in accordance with their respective Percentage
      Interests.

     

    (b) Net
      Losses.
      After
      giving effect to any special allocations set forth in this Section, Net Losses
      shall be allocated between the Members in the following order and
      priority:

     

    (1) First,
      to
      each Member in an amount equal to the excess, if any, of the cumulative amount
      of Net Profits previously allocated to such Member pursuant to Section 4.1(a)(2)
      over the cumulative amount of Net Losses previously allocated to such Member
      pursuant to this Section 4.1(b)(1), not to exceed, in the case of any Member,
      an
      allocation of Net Losses that would result in the Capital Account balance of
      such Member being reduced below zero; and

     

    (2) Thereafter,
      the balance of such Net Losses shall be allocated pro rata to the Members in
      accordance with their respective Percentage Interests.

     

    4.2 Qualified
      Income Offset.
      If any
      Member unexpectedly receives any adjustments, allocation or distributions
      described in clauses (4), (5) or (6) of Regulations Section
      1.704-1(b)(2)(ii)(d), items of Company income shall be specially allocated
      to
      such Member in an amount and manner sufficient to eliminate the Adjusted Capital
      Account Deficit created by such adjustments, allocations or distributions as
      quickly as possible. This Section 4.2 is intended to constitute a “qualified
      income offset” within the meaning of Regulations Section
      1.704-1(b)(2)(ii)(d)(3).

     

    4.3 Member
      Nonrecourse Deductions.
      Any
      Member Nonrecourse Deductions for a fiscal year or other period shall be
      specially allocated to the Member who bears the economic risk of loss with
      respect to the Member Nonrecourse Debt to which such Member Nonrecourse
      Deductions are attributable in accordance with Regulations Section 1.704-2(i).
      If more than one Member bears the economic risk of loss with respect to that
      Member Nonrecourse Debt shall be allocated among the Members based upon the
      ratio in which they bear the economic risk of loss.

     

    4.4 Allocations
      for Federal Income Tax Purposes.
      The
      Company's ordinary income and losses, capital gains and losses and other tax
      items as determined for federal income tax purposes shall be allocated to the
      Members in the same manner as the corresponding "book" items are allocated
      pursuant to Section 4.1. Notwithstanding the foregoing sentence, federal income
      tax items with respect to property contributed to the Company by a Member shall
      be allocated among the Members in accordance with Section 704(c) of the Code
      so
      as to take into account the difference between the fair market value and the
      tax
      basis of such property to the contributing Member as of the date of its
      contribution to the Company. Unless otherwise determined by the Members, any
      allocations required by Code Section 704(c) shall be effectuated using the
      traditional method described in Regulation Section 1.704-3(b). Allocations
      pursuant to this Section 4.4 are solely for income tax purposes and shall not
      effect or in any way be taken into account on determining a Member's Capital
      Account or share of distributions.

     

    4.5 Regulatory
      Allocations.
      The
      allocations set forth in Sections 4.2 and 4.3 (the "Regulatory
      Allocations")
      are
      intended to comply with certain requirements of the Regulations. It is the
      intent of the Members that, to the extent possible, all Regulatory Allocations
      shall be offset either with other Regulatory Allocations or with special
      allocations of other items of income or loss. Therefore, notwithstanding any
      other provision of this Article IV (other than the Regulatory Allocations),
      offsetting special allocations of Net Profits or Net Loss, shall be made in
      whatever manner is appropriate so that, after such offsetting allocations are
      made, each Member's Capital Account balance is, to the extent possible, equal
      to
      the Capital Account balance such Member would have had if the Regulatory
      Allocations were not part of the Agreement.

     

    ARTICLE
      V


     

    DISTRIBUTIONS

     

    5.1 Distributions
      of Available Cash.
      Available Cash shall be distributed when determined by the Managing Member
      to
      and between the Members in proportion to their respective Percentage Interests.
      Available Cash shall be distributed to the Members pro rata in proportion to
      their respective Percentage Interests as and when required to enable the Members
      to make estimated tax payments attributable to their respective distributive
      shares of Net Profits, if any (“Tax
      Distributions”).
      Tax
      Distributions shall be based on the highest marginal federal, state and local
      individual tax rates in effect for the year in question.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    5.2 Distributions
      Upon Liquidation.
      Distributions made in conjunction with the final liquidation of the Company,
      shall be applied or distributed as provided in Article XII.

     

    5.3 Amounts
      Withheld.
      All
      amounts withheld pursuant to the Code or any provision of any state or local
      tax
      law with respect to any payment, distribution or allocation to the Company
      or
      the Members shall be treated as amounts distributed to the Members pursuant
      to
      this Section for all purposes under this Agreement. The Company is authorized
      to
      withhold from distributions, or with respect to allocations, to the Members
      and
      to pay over to any federal, state, or local government any amounts required
      to
      be so withheld pursuant to the Code or any provisions of any other federal,
      state or local law and shall allocate such amounts to the Members with respect
      to which such amount was withheld.

     

    ARTICLE
      VI


     

    RIGHTS
      AND DUTIES OF MEMBERS

     

    6.1 Liability
      of Members.
      No
      Member shall be liable as such for the liabilities of the Company. The failure
      of the Company to observe any formalities or requirements relating to the
      exercise of its powers or management of its business or affairs under this
      Agreement or the Act shall not be grounds for imposing personal liability on
      the
      Members for liabilities of the Company.

     

    ARTICLE
      VII

     

    INDEMNIFICATION

     

    7.1 Liability.
      No
      Indemnified Person shall be personally liable for the return of any
      contributions made to the capital of the Company by the Members. No Indemnified
      Person shall be liable to the Company or any Member for any act or omission
      of
      any other employee, broker or agent of the Company which results in losses
      to
      the Company due to the fraud, bad faith, willful misconduct or negligence,
      provided that such employee, broker or agent was selected, engaged and retained
      with reasonable care and, with regard to an employee, that such employee was
      supervised with reasonable care.

     

    7.2 Indemnification.
      The
      Company shall indemnify and hold any Indemnified Person harmless from and
      against any loss, expense, damage or injury suffered or sustained by such
      Indemnified Person to the fullest extent permitted by law for any loss, damage,
      or claim incurred by such Indemnified Person by reason of any acts, omissions,
      or alleged acts or omissions arising out of any activity performed or not
      performed by such Indemnified Person, for or otherwise in connection with or
      related to the Company, other than for such actions or omissions constituting
      gross negligence or willful misconduct. This indemnification shall include,
      but
      not be limited to: (i) payment, as incurred, of reasonable attorneys' fees
      and
      other expenses incurred in settling any claim or threatened action, or incurred
      in investigating, preparing for, or defending any legal proceeding up to and
      including a final adjudication (including any fees and expenses incurred in
      seeking indemnification), and (ii) the removal of any liens affecting the
      property of an Indemnified Person (which liens shall be deemed a debt of the
      Company to such Indemnified Person to be repaid in this Agreement). If for
      any
      reason (other than the gross negligence, actions or omissions taken in bad
      faith, or willful misconduct of such Indemnified Person) the foregoing
      indemnification is unavailable to any Indemnified Person, or is insufficient
      to
      hold it harmless, then the Company shall contribute to the amount paid or
      payable by such Indemnified Person as a result of such loss, claim, damage,
      liability or expense in such proportion as is appropriate to reflect the
      relative benefits received by the Company, on the one hand, and such Indemnified
      Person, on the other hand, or, if such allocation is not permitted by applicable
      law, to reflect not only the relative benefits referred to above, but also
      any
      other relevant equitable considerations. The total obligation of the Company
      to
      all Indemnified Persons under this Section 7.2 shall be limited solely to the
      assets of the Company. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VIII


     

    MANAGEMENT

     

    8.1 Management
      and Authority.

     

    The
      Company shall be managed by one or more designees of The BioBalance Corporation
      (such designees referred to collectively as the “Managing
      Member”).
      The
      Managing Member shall have such rights, duties and powers as are specified
      in
      this Agreement and the Act or as may be prescribed by the Members.

     

    (a) General
      Rights, Duties and Powers of the Managing Member.
      The
      Managing Member is the general manager of the Company, and shall have complete
      and exclusive control over the management of the business of the
      Company.

     

    (b) Specific
      Powers and Duties of the Managing Member.
      In
      addition to the general powers given to the Managing Member by law and by this
      Agreement, except as expressly limited by the provisions of this Agreement,
      the
      Managing Member shall have the power to enter into, make, sign, seal, deliver
      and perform all agreements, contracts, documents, instruments and other
      undertakings and to engage in all activities and transactions as may be
      necessary or desirable, in the sole discretion of the Managing Member, in order
      to carry out the business of the Company, all on behalf of the Company,
      including, without limitation, the following:

     

    (i) to
      admit
      additional Non-Managing Members;

     

    (ii) to
      acquire, hold, sell, transfer, exchange, pledge and dispose of Property, and
      exercise all rights, powers, privileges, and other incidents of ownership or
      possession with respect thereto;

     

    (iii) to
      open,
      maintain and close bank accounts and draw checks or other orders for the payment
      of money;

     

    (iv) to
      otherwise deal in any manner with the Property; and

     

    (v) to
      make
      such elections under the Code and Regulations and other relevant tax laws as
      to
      the treatment of items of Company income, gain, loss, deduction and credit;
      including without limitation, elections referred to in Section 754 of the
      Code.

     

    8.2 Managing
      Member's Standard of Care.
      The
      Managing Member's duty of care in the performance of its duties to the Company
      and the other Members is limited to the performance of such duties in good
      faith
      and with that degree of care that an ordinarily prudent person in a like
      position would use under similar circumstances. In performing such duties,
      the
      Managing Member shall be entitled to rely on information, opinions, reports
      or
      statements, including financial statements and other financial data, in each
      case presented or prepared by (i) one or more agents or employees of the
      Company, or (ii) counsel, public accountants or other Persons as to matters
      that the Managing Member believes to be within such Person’s professional or
      expert competence. Except as may be otherwise required by the Act, the Managing
      Member shall not be personally liable to the Company or any Member for damages
      for any act or omission taken or suffered by the Managing Member in connection
      with this Agreement or the conduct of the business of the Company other than for
      such acts or omissions constituting gross negligence or willful misconduct.
      To
      the fullest extent permitted by law, the Managing Member shall not owe any
      fiduciary duty to the Members of the Company.

     

    8.3 Reimbursement
      of Expenses.
      The
      Managing Member shall be entitled to reimbursement from the Company for all
      out-of-pocket costs and expenses incurred by it, in its reasonable discretion,
      for or on behalf of the Company.

     

    8.4 Officers.
      The
      Managing Member may from time to time appoint one or more officers of the
      Company. Such officers shall serve on such terms and for such periods and shall
      have such powers and duties as shall be specified by the Managing Member. The
      Managing Member shall have the ability to remove officers with or without cause.
      

     

    8.5 Approval
      of Consulting Agreement.
      The
      Managing Member hereby confirms the approval by the Company of the Consulting
      Agreement, of even date herewith, between the Company and The Meister Group,
      LLC
      (the “Consulting
      Agreement”).
      

     

    
      
        
        

      

      
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    ARTICLE
      IX


     

    DISPOSITION
      OF MEMBERSHIP INTERESTS

     

    9.1 Transfers
      of Membership Interests Restricted.
      No
      Member may Transfer all or a portion of such Member’s Membership Interest other
      than in compliance with this Article IX. Any Transfer of all or any part of
      the
      Membership Interest of a Member in violation of the provisions of this Article
      IX shall be null and void for all purposes. In addition, any Non-Managing Member
      that is not an individual shall not transfer any ownership interest therein
      without the prior written consent of the Managing Member.

     

    9.2 Compliance
      with Code.
      Notwithstanding any provision of this Agreement to the contrary, no Transfer
      shall be made if such Transfer, alone or when combined with other transactions,
      would
      result in the termination of the Company within the meaning of Section 708
      of
      the Code
      or under
      any other relevant section of the Code or any successor statute, or otherwise
      adversely affect the classification of the Company for income tax purposes.
      

     

    9.3 Compliance
      with Securities Laws.
      No
      Transfer of any Membership Interest by a Non-Managing Member may be made without
      an opinion of counsel satisfactory to the Company and the Managing Member that
      such Transfer is subject to an effective registration under, or exempt from
      the
      registration requirements of, applicable State and Federal securities laws.
      

     

    9.4 Instruments
      of Assignment.
      Membership Interests acquired by any third party pursuant to the provisions
      of
      this Article IX, as well as Membership Interests of a deceased Non-Managing
      Member or in the hands of a legal representative or distributees of a
      Non-Managing Member, shall continue to be subject to the restrictions set forth
      in this Article IX and elsewhere in this Agreement. No Transfer of all or any
      part of a Membership Interest otherwise permitted under this Agreement shall
      be
      binding upon the Company unless and until a duly executed and acknowledged
      counterpart of such assignment or instrument of transfer, in form and substance
      satisfactory to the Company and the Managing Member, has been delivered to
      the
      Company.

     

    9.5 Record
      Ownership Conclusive.
      Notwithstanding a any provision of this Agreement to the contrary, the Company
      shall be entitled to treat the record holder of the Membership Interest of
      a
      Member as the absolute owner thereof, and shall incur no liability by reason
      of
      distributions made in good faith to such record holder, unless and until there
      has been delivered to the Company the assignment or other instrument of transfer
      and such other evidence as may be reasonably required by the Company to
      establish to the satisfaction of the Company that an interest has been assigned
      or transferred in accordance with this Agreement.

     

    9.6 Permitted
      Transfers.
      Notwithstanding any provision contained herein to the contrary and subject
      to
      the provisions contained in this Article IX, on not less than ten (10) business
      days prior written notice to the Company and to the other Members, a
      Non-Managing Member who is an individual shall be permitted to transfer
      Membership Interests (i) to any other Member, (ii) to a trust created for the
      benefit of such Non-Managing Member or any of such Non-Managing Member’s
      parents, siblings, spouse or children or the children of any siblings of the
      Non-Managing Member, (iii) to a trust the settler of which is such Non-Managing
      Member, or (iv) to an entity with respect to which the Non-Managing Member
      exercises voting control at all times, provided that in all such instances
      the
      Non-Managing Member shall retain the sole right, if any, to vote such Membership
      Interests. In addition, subject to Section 9.8 below, upon the death of a
      Non-Managing Member who is an individual, the Membership Interests of such
      deceased Non-Managing Member may be transferred to his personal representative,
      executor or administrator of the deceased Non-Managing Member’s estate, as
      applicable (“Executor”)
      or
      otherwise in accordance with applicable law, provided that the Executor,
      transferee, heir, successor, assignee, and/or other distributee of such
      Membership Interests, as the case may be, from the deceased Non-Managing Member
      becomes a signatory to this Agreement and agrees to be bound by the terms
      thereof.

     

    9.7 Right
      of First Refusal. 

     

    (a)  Unless
      otherwise consented to by the Members, no Member shall be permitted to transfer
      its Membership Interests hereunder prior to July 25, 2009 (the
      “Restricted
      Period”).

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    (b)
      Following the expiration of the Restricted Period, in the event that a Member
      (“Offering
      Member”)
      shall
      desire to sell all or a portion of its Membership Interests and has received
      from a third party which is not related to or affiliated with it (an
“Offeror”)
      an
      irrevocable and unconditional bona fide arms-length written offer (a
      "Bona
      Fide Offer")
      for
      the purchase of its Membership Interests (the "Offered
      Interests"),
      the
      Offering Member shall promptly give a written notice (the "Sale
      Notice")
      to the
      Company and the other Members (the “Remaining
      Members”)
      which
      shall (i) state the nature and details of the sale transaction proposed to
      be
      effected; and (ii) be accompanied by a photocopy of the original executed Bona
      Fide Offer, certified to be a true and correct copy thereof. Notwithstanding
      the
      foregoing, no transfer to any Competitor (as defined) shall be permitted
      hereunder. For purposes of this Section, “Competitor”
shall
      mean any person or entity then engaged in, or which proposes to engage in,
      the
      field of the development, manufacture, and/or sale of probiotic products or
      other products performing functions similar to ProBactrix®. 

     

    (c) For
      a
      period of thirty (30) days from the giving of the Sale Notice (the "
      Option Period"),
      each
      Remaining Member shall have an option to purchase all, and not less than all,
      of
      the Offered Interests, exercisable by a written notice (the “Remaining
      Member’s Notice”)
      from
      such Remaining Member to the Offering Member and to the Company of the desire
      of
      such Remaining Member (each, an “Electing
      Member”)
      to
      purchase all of Offered Interests on the terms specified in the Sale Notice.
      Such Remaining Member’s Notice shall be accompanied by evidence reasonably
      satisfactory to the Offeror that the Electing Member has sufficient cash on
      hand, or evidence of a binding commitment from a reputable financial
      institution, to fund the cash purchase price and consummate the transaction
      described in the Sale Notice. If two or more Electing Members deliver a
      Remaining Member’s Notice, then the Offered Interests shall be allocated among
      the Electing Members ratably in accordance with their respective Percentage
      Interests.

     

    (d) If
      the
      Remaining Members elect to purchase all of the Offered Interests, the Offering
      Member shall be obligated to sell, and the Electing Members shall be obligated
      to purchase all of the Offered Interests specified in the Remaining Member’s
      Notices at the price and upon the terms set forth in the Bona Fide Offer.
      Pending (i) exercise by the Remaining Members of their respective options;
      or
      (ii) expiration, without exercise of the option, of the Option Period, the
      Offering Member shall not accept, consummate or, except as specified herein,
      otherwise act upon the Bona Fide Offer. 

     

    (e) If
      the
      Remaining Members do not elect to purchase all of the Offered Interests, or
      if
      they elect to purchase Offered Interests but do not timely close on the purchase
      of the Offered Interests in accordance with the terms hereof (other than on
      account of the default of the Offering Member), the Offering Member shall be
      entitled to sell all (but not less than all) of such Offered Interests which
      the
      Remaining Members do not elect to purchase (or have elected to purchase, but
      did
      not timely do so) to the Offeror, in the manner, at the price and upon the
      terms
      specified in the Bona Fide Offer, provided such action is consummated (i) within
      thirty (30) days from the last day of the Option Period and (ii) only with
      the
      Offeror who tendered the Bona Fide Offer. If such transaction specified in
      the
      Bona Fide Offer shall not have been so consummated within such thirty (30)-day
      period, then the Offering Member shall not thereafter have the right to
      consummate such transaction and its Membership Interests shall continue to
      be
      subject to the provisions of this Agreement in all respects as if the Sale
      Notice had never been given.

     

    (f) The
      closing of a purchase by the Remaining Members pursuant to this Section 9.7
      (the
      "Closing
      Date")
      shall
      take place thirty (30) days after the giving of the Remaining Members
      Notice.

     

    (g) On
      the
      Closing Date, the Offering Member shall deliver to the Electing Members the
      certificate or certificates, if any, representing the Offered Interests, duly
      endorsed for transfer with all requisite transfer tax paid and stamps affixed.
      If the Offered Interests are evidenced by book-entry notation, then appropriate
      book-entry transfers shall be made as of the Closing Date. The Electing Members
      may require the delivery to them on the applicable Closing Date of such consents
      to transfer, tax waivers and releases of liens and certificates and opinions
      of
      counsel, as may be reasonably appropriate in connection with the transfer of
      any
      of the Offered Interests. On such Closing Date, all right, title and interest
      in
      the Offered Interests being sold shall be conveyed to the Electing Members,
      and
      the Offering Member shall thereafter cease to be, and shall have no rights,
      as a
      Member with respect to such Offered Interests.

     

    (h) If
      the
      date upon which any action is required to be taken under this Agreement shall
      fall on a Saturday, Sunday or legal holiday, then such act shall be performed
      on
      the next succeeding business day.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    9.8  Death
      of a Non-Managing Member. 

     

    (a)
      Upon
      the
      death of a Non-Managing Member (the “Deceased
      Non-Managing Member”),
      the
      Company shall have the option, but not the obligation, to purchase the
      Membership Interests of the Deceased Non-Managing Member at a price equal to
      the
      Fair Market Value of the Membership Interests (as defined below), exercisable by
      a written notice from the Company to the Deceased Non-Managing Member's Executor
      of the Company's desire to purchase as provided in this Section, which notice
      shall be delivered no later than ninety (90) days from the date of death of
      the
      Deceased Non-Managing Member. If the Non-Managing Members unanimously agree,
      then the Company may, at its own expense (and provided that the Non-Managing
      Members are insurable), carry policies of insurance on the lives of the
      Non-Managing Members in such amounts (“Life
      Policies”),
      as
      the Non-Managing Members deem necessary to purchase the Membership interests
      of
      a Deceased Non-Managing Member.

    


    (b) “Fair
      Market Value”
shall
      mean the price that a willing purchaser would pay and a willing seller would
      accept for the Membership Interests being transferred under this Section as
      of
      the proposed date of transfer, both purchaser and seller being fully informed
      of
      the relevant facts and neither being under a compulsion to purchase or sell.
      If
      not agreed upon by the Company and the Executor of the Deceased Non-Managing
      Member, then Fair Market Value shall be determined by an independent and
      qualified appraiser jointly selected by the parties, and shall be binding on
      the
      parties. All costs of any appraisal shall be paid equally by the Company and
      the
      estate of the Deceased Non-Managing Member.

     

    (c) The
      closing of a purchase by the Company pursuant to this Section 9.8 (the
      "Closing
      Date")
      shall
      take place thirty (30) days after the expiration of the 90-day period provided
      in Section 9.8(a), above. The purchase price shall be paid by delivery of the
      Company’s non-negotiable promissory note which shall provide that the unpaid
      principal balance thereof shall bear interest at the Prime Rate (as defined
      below), payable in thirty six (36) equal monthly principal installments,
      together with interest accrued thereon, with the first payment being due and
      payable on the first day of the month following the Closing Date. “Prime
      Rate”
as
      of
      any date shall mean the rate of interest set forth as the “Prime Rate” as
      published by The
      Wall Street Journal
      in its
      daily “Money Rates” column on such date Notwithstanding the foregoing, however,
      all proceeds of the Life Policies payable upon the death of the Deceased
      Non-Managing Member shall be paid to fund the purchase of the Deceased
      Non-Managing Member’s Membership Interest as and when received.

     

    ARTICLE
      X

     

    ACCOUNTING
      AND RECORDS; CERTAIN TAX MATTERS

     

    10.1 Records
      to be Maintained.

     

    (a) The
      Company shall maintain at its Principal Office separate books of account for
      the
      Company which shall reflect a true and accurate record of all costs and expenses
      incurred, all charges made, all credits made and received, and all income
      derived in connection with the operation of the Company business in accordance
      with generally accepted accounting principles consistently applied and, to
      the
      extent inconsistent therewith, in accordance with this Agreement. Each Member
      shall, at his sole expense, have the right, or reasonable notice, to examine,
      copy, and audit the Company’s books and records during normal business
      hours.

     

    (b) The
      Company shall maintain the following records at its Principal
      Office:

     

    (i) A
      current
      list of the full name and last known business address of each
      Member;

     

    (ii) A
      copy of
      the Certificate of Formation and all amendments thereto;

     

    (iii) Copies
      of
      the Company’s income tax returns and reports for the three most recent Taxable
      Years;

     

    (iv) Copies
      of
      this Agreement and any admission agreement, including all amendments thereto;
      and

     

    (v) Any
      audited financial statements of the Company.

     

    10.2 Reports.
      The
      Company shall be responsible for the preparation of financial reports of the
      Company and the coordination of financial matters of the Company with the
      Company’s accountants. The Company shall provide the Members, not less
      frequently than annually, with financial statements of the Company that may
      be
      unaudited, including a balance sheet and related statements of income and
      retained earnings and changes in financial position. Each Non-Managing Member
      will also be furnished with adequate information necessary for the preparation
      of its federal income tax return, including a copy of Form K-1. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    10.3 Tax
      Returns; Information.
      The
      Company shall arrange for the preparation of all income and other tax returns
      of
      the Company and shall cause the same to be filed in a timely manner. The Company
      shall furnish to each Member a copy of each such return, together with any
      schedules or other information each Member may require in connection with such
      Member’s own tax affairs.

     

    10.4 Tax
      Matters Member.
      The
      Managing Member is specifically authorized to act as the Tax Matters Member
      under the Code and in any similar capacity under state or local
      law.

     

    ARTICLE
      XI


     

    WITHDRAWALS;
      ACTION FOR PARTITION; BREACHES

     

    11.1 Waiver
      of Partition.
      No
      Member shall, either directly or indirectly, take any action to require
      partition, file a bill for Company accounting or appraisement of the Company
      or
      of any of its assets or properties or cause the sale of any Company property
      and, notwithstanding any provisions of applicable law to the contrary, each
      Member (and each of such Member’s legal representatives, successors, or assigns)
      hereby irrevocably waives any and all rights it may have to maintain any action
      for partition or to compel any sale with respect to its Membership Interest,
      or
      with respect to any assets or properties of the Company, except as expressly
      provided in this Agreement.

     

    11.2 Covenant
      Not to Withdraw or Dissolve.
      Except
      as otherwise provided in this Agreement, each Member hereby covenants and agrees
      that the Members have entered into this Agreement based on their mutual
      expectation that all Members will continue as Members and carry out the duties
      and obligations undertaken by them hereunder and that, except as otherwise
      expressly required or permitted hereby, each Member hereby covenants and agrees
      not to, without the prior written consent of the Managing Member, (a) take
      any
      action to file a certificate of dissolution or its equivalent with respect
      to
      itself, (b) take any action that would cause voluntary bankruptcy of such
      Member, (c) withdraw or attempt to withdraw from the Company, (d) exercise
      any
      power under the Act to dissolve the Company, (e) Transfer all or any portion
      of
      its Membership Interest in the Company except as expressly permitted hereunder,
      (f) petition for judicial dissolution of the Company, or (g) demand a return
      of
      such Member’s contributions or profits (or a bond or other security for the
      return of such contributions or profits).

     

    ARTICLE
      XII


     

    DISSOLUTION
      AND WINDING UP

     

    12.1 Dissolution;
      Liquidating Events.
      The
      Company shall be dissolved and its affairs wound up upon the first to occur
      of
      the following events:

     

    (a) the
      written consent of the Managing Member;

     

    (b) the
      sale
      of all or substantially all of the assets of the Company without any
      contemplated reinvestment of proceeds following such sale, as determined by
      the
      Managing Member; or

     

    (c) the
      entry
      of a decree of judicial dissolution under Section 18-802 of the
      Act.

     

    Notwithstanding
      the foregoing, the dissolution of the Company during the one-year period
      commencing on the date of this Agreement shall require the unanimous written
      consent of the Members.

     

    12.2 Effect
      of Dissolution.
      Upon
      dissolution, the Company shall cease carrying on as distinguished from the
      winding up of the Company business, but the Company shall not be terminated,
      and
      shall continue until the winding up of the affairs of the Company is completed
      in accordance with the Act. 

     

    12.3 Liquidating
      Agent.
      The
      liquidation of the Company shall be conducted and supervised by the Managing
      Member or the Managing Member’s designee (the "Liquidating Agent"). The
      Liquidating Agent hereby is authorized and empowered to execute any and all
      documents and to take any and all actions necessary or desirable to effectuate
      the dissolution and liquidation of the Company in accordance with this
      Agreement. Promptly after the termination of the Company, the Liquidating Agent
      shall cause to be prepared and furnished to the Members a statement setting
      forth the assets and liabilities of the Company as of the date of termination.
      The Liquidating Agent, to the extent practicable, shall liquidate the assets
      of
      the Company as promptly as possible, but in an orderly and businesslike manner
      so as not to involve undue sacrifice. Neither the Managing Member nor the
      Liquidating Agent will be personally liable for the return of the capital
      contributions of the Non-Managing Members, it being expressly understood that
      such returns will be repayable only from the Company's assets.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    12.4 Distribution
      of Assets on Dissolution.
      Upon
      the winding up of the Company, the Company’s assets shall be distributed in the
      following order of priority, after giving effect to all distributions made
      under
      Article V hereof and after establishing such reserves as the Liquidating Agent
      shall deem necessary or appropriate:

     

    (a) to
      creditors, including Members who are creditors, in satisfaction of the Company's
      liabilities;

     

    (b) to
      Members in accordance with positive Capital Account balances, taking into
      account all Capital Account adjustments for the Company’s Taxable Year in which
      the liquidation occurs until all capital accounts are reduced to zero, and
      thereafter in accordance with the Members’ Percentage Interests. Liquidation
      proceeds shall be paid within 60 days of the end of the Company’s Taxable Year
      or, if later, within 90 days after the date of liquidation. Such distributions
      shall be in cash or property (which need not be distributed proportionately)
      or
      partly in both, as determined by the Managing Member.

     

    12.5 Winding
      Up and Certificate of Cancellation.
      The
      winding up of the Company shall be completed when all debts of the Company
      have
      been paid and discharged or reasonably adequate provision therefor has been
      made, and all of the remaining assets of the Company have been distributed
      to
      the Members in accordance with the provisions of the Act.

     

    ARTICLE
      XIII


     

    MISCELLANEOUS
      PROVISIONS

     

    13.1 Entire
      Agreement.
      This
      Agreement represents the entire agreement among the parties hereto with respect
      to the subject matter hereof.

     

    13.2 Loans
      by Members.
      Loans
      by Members to the Company shall be made voluntarily and only upon such terms
      and
      conditions as the Managing Member may determine.

     

    13.3 No
      Partnership Intended for Nontax Purposes.
      The
      Members have formed the Company under the Act, and expressly do not intend
      hereby to form a partnership under any partnership or limited partnership act.
      The Members do not intend to be partners one to another, or partners as to
      any
      third party. To the extent any Member, by word or action, represents to another
      person that any other Member is a partner or that the Company is a partnership,
      the Member making such wrongful representation shall be liable to any other
      Member who incurs personal liability by reason of such wrongful
      representation.

     

    13.4 Rights
      of Creditors and Third Parties under Agreement.
      This
      Agreement is entered into among the Company and the Members for the exclusive
      benefit of the Company, its Members, and their permitted successors and assigns.
      This Agreement is expressly not intended for the benefit of any creditor of
      the
      Company or any other Person. Except and only to the extent provided by
      applicable statute, no such creditor or third party shall have any rights under
      this Agreement or any agreement between this Company and any Member with respect
      to any Capital Contribution or otherwise.

     

    13.5 Competing
      Business Activities.
      Except
      as otherwise set forth in the Consulting Agreement, which shall supersede the
      provisions of this Section 13.5 to the extent inconsistent therewith, each
      Member, including the Managing Member, may engage in, invest in, participate
      in,
      or otherwise enter into, any other businesses arrangements of every nature
      and
      description, now or hereafter existing, individually or with others including
      other Members, whether or not such businesses or professions compete directly
      with the Company and the pursuit of any such venture, even if competitive with
      the business of the Company, shall not be deemed wrongful or improper. Subject
      to the foregoing, (a) neither the Company nor any other Member shall have any
      rights in or to any such business arrangements or the income or profits
      therefrom, even if such opportunity is of a character that, if presented to
      the
      Company, could be taken by the Company, and the Members shall have the right
      to
      take for their own accounts (individually or as a partner or fiduciary) or
      to
      recommend to others any such particular investment or other opportunity, and
      (b)
      no Member, including the Managing Member, shall be obligated to afford to the
      Company any business opportunity. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    13.6 Notices.
      Any
      notice, payment, demand, or communication required or permitted to be given
      by
      any provision of this Agreement shall be in writing and sent by overnight
      courier, or by telephone or facsimile, if such telephone conversation or
      facsimile is followed by a hard copy of the telephone conversation or facsimiled
      communication sent by overnight courier, charges prepaid, addressed as reflected
      in the books and records of the Company or to such other address as such Person
      may from time to time specify by notice to the Company. Any such notice shall
      be
      deemed to be delivered, given, and received as of the date so
      delivered.

     

    13.7 Binding
      Effect.
      Except
      as otherwise provided in this Agreement, every covenant, term and provision
      of
      this Agreement shall be binding upon and inure to the benefit of the Members
      and
      their respective permitted successors, transferees and assigns.

     

    13.8 Construction.
      Every
      covenant, term, and provision of this Agreement shall be construed simply
      according to its fair meaning and not strictly for or against any Member. The
      terms of this Agreement are intended to embody the economic relationship among
      the Members and shall not be subject to modification without the consent of
      all
      of the Members.

     

    13.9 Headings.
      Section
      and other headings contained in this Agreement are for reference purposes only
      and are not intended to describe, interpret, define, or limit the scope, extent,
      or intent of this Agreement or any provision hereof.

     

    13.10 Severability.
      Every
      provision of this Agreement is intended to be severable. If any term or
      provision hereof is illegal or invalid for any reason whatsoever, such
      illegality or invalidity shall not affect the validity or legality of the
      remainder of this Agreement.

     

    13.11 Incorporation
      by Reference.
      Each
      agreement, instrument, schedule or exhibit attached to this Agreement and/or
      referred to herein is incorporated in this Agreement by reference and made
      a
      part hereof as if fully set forth herein.

     

    13.12 Further
      Action.
      Each
      Member agrees to perform all further acts and execute, acknowledge, and deliver
      any documents which may be reasonably necessary, appropriate, or desirable
      to
      carry out the provisions of this Agreement.

     

    13.13 Variation
      of Pronouns.
      All
      pronouns and any variations thereof shall be deemed to refer to masculine,
      feminine, or neuter, singular or plural, as the identity of the person or
      persons may require.

     

    13.14 Governing
      Law.
      The
      laws of the State of Delaware (without reference to its choice of laws
      principles) shall govern the validity of this Agreement, the construction of
      its
      terms, and the interpretation of the rights and duties of the
      Members.

     

    13.15 Counterpart
      Execution.
      This
      Agreement may be executed in any number of counterparts with the same effect
      as
      if all of the Members had signed the same document. All counterparts shall
      be
      construed together and shall constitute one agreement.

     

    13.16  Amendment
      of Operating Agreement.
      This
      Agreement may be amended by action of the Managing Member without the consent
      or
      approval of any Non-Managing Member if: (i) the amendment
      is solely for the purpose of clarification and does not change the substance
      of
      the Agreement; or (ii) in the opinion of the Company's counsel, the amendment
      is
      necessary or appropriate to satisfy requirements of the Code with respect to
      the
      Company or of any applicable securities or other legal requirements and the
      amendment does not adversely affect the interests of the Non-Managing Members.
      No other amendment to this Agreement may be made without the written consent
      of
      the Managing Member and all of the Non-Managing Members.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Limited Liability Company Agreement has been executed
      and
      delivered as of the date first above written.


     

    
      	
              MANAGING
                MEMBER:

            
	 
	
              THE
                BIOBALANCE CORPORATION

            
	 
	
              By:
                /s/Murry Englard

            
	
              Name:
                Murry Englard

            
	
              Title:
                Chief Executive Officer

            
	 
	
              NON-MANAGING
                MEMBER:

            
	 
	
              /s/Yitz
                Grossman

            
	
              Yitz
                Grossman

            


    

     

    [SIGNATURE
      PAGE – BIOBALANCE LLC OPERATING AGREEMENT]

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A 

     

    OPERATING
      AGREEMENT OF BBAL LLC

     

    
      	
              Members

            	 	
              Capital
                Contribution

            	 	
              Percentage
                Interest

            	 	
              Address

            
	
              The
                BioBalance Corporation

            	 	
              The
                intellectual property of The BioBalance Corporation, valued at
                  $628,056.

            	 	
              66-2/3%

               

            	 	
              1850
                McDonald Avenue, Brooklyn, New York 11223

            
	
              Yitz
                Grossman

               

            	 	
              0

               

            	 	
              33-1/3%

               

            	 	
              5
                Dogwood Lane, Lawrence, New York
                11559

            


    

     

    
      
        
        

      

      
        15