Management
      Employment Agreement

     

    This
      Management Employment Agreement (hereinafter referred to "AGREEMENT" is entered
      into and effective on the 1st day of January 2006, between Lantis Laser Inc.,
      a
      corporation organized under the laws of the State of Nevada (hereafter the
      "COMPANY") and Stanley B Baron, an individual (hereinafter referred to as
      "EMPLOYEE") 

     

    Recitals

     

    Whereas,
      the COMPANY is in the business of developing, manufacturing and selling various
      dental devices and desires to employ EMPLOYEE for the purpose of managing and
      advancing the business interests of the COMPANY by innovation and full-time
      directed efforts; and 

     

    Whereas,
      the COMPANY desires to preserve trade secrets, customer names, actual and
      proposed developments, pricing and financial information and other matters
      which
      in the course of his employment, EMPLOYEE is expected to have access to; and
      

     

    Whereby,
      the COMPANY desires to advance its competitive position by reserving rights
      to
      inventions managed and made by its EMPLOYEES; 

     

    Now,
      therefore, the parties agree as follows: 

     

    1.
      Definitions 

     

    1.1
      "Employment" means the period during which the EMPLOYEE is employed by the
      COMPANY and extends from the effective date of this Agreement to the last day
      for which EMPLOYEE receives compensation from the Company as a full-time
      employee. 

     

    1.2
      "Termination" means the last day of employment of the EMPLOYEE by the COMPANY
      irrespective of the reason for termination and whether voluntary or involuntary
      on the part of the EMPLOYEE. 

     

    1.3
      "Innovations" means inventions, procedures, techniques, licenses or other
      patented technology or know-how which relate to the business or contemplated
      business of the COMPANY, that EMPLOYEE has access to during Employment.


     

    2.
      General Duties 

     

    2.1
      EMPLOYEE agrees to use his best efforts to promote the financial, technical
      and
      competitive position of the COMPANY throughout the Employment in those areas
      of
      responsibility set forth in the Job Description (attached hereto as Exhibit
      A)
      and in those areas designated as responsibilities of all employees.


     

    2.2
      EMPLOYEE agrees not to engage in any other employment or business venture during
      the Employment without the written consent of the COMPANY, which consent shall
      not be unreasonably withheld. 

     

    3.
      Compensation 

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    3.1
      As
      compensation for the services to be rendered by EMPLOYEE hereunder, COMPANY
      agrees to pay EMPLOYEE a monthly salary of Ten Thousand Dollars (US)
      ($10,000.00) payable on the 25th day of each month during the Employment,
      prorated for any partial period. 

     

    3.2
      The
      EMPLOYEE shall have the right to take the salary in COMPANY shares issued by
      the
      COMPANY at a price equal to the last price at which shares were issued to
      investors within the previous 12 months and not to include warrants or if after
      12 months at a 50% discount to the average bid price of the stock for the prior
      30 days. 

     

    3.3
      The
      salary stated in this Agreement shall be reviewed, determined and adjusted
      by
      the Board of Directors and/or its Compensation Committee as the Company
      progresses through development into an operating company. 

     

    3.4
      As
      additional bonus the Company shall pay the Employee an annual bonus as
      determined by the Compensation Committee. 

     

    3.5
      As
      additional compensation, COMPANY shall provide one month paid vacation each
      year
      during the EMPLOYMENT. Said vacation time shall be considered earned from the
      effective date of this Agreement, and on each anniversary of this Agreement
      thereafter during the Employment. Fifty percent of unused vacation days can
      be
      carried forward each year. 

     

    3.6
      As
      additional compensation, the COMPANY shall secure and provide health insurance
      for EMPLOYEE and his dependents at Companies sole expense during the period
      of
      Employment, and for 90 days following termination.

     

    3.7
      As
      additional compensation, COMPANY shall reimburse EMPLOYEE for allowable
      expenses, such as, but not limited to purchases, meals, supplies, mileage,
      entertainment and gifts. EMPLOYEE shall provide COMPANY with a written monthly
      expense journal, together with all receipts, and COMPANY reserves the right
      to
      disallow any expenses not directly and obviously related to its business
      interests. 

     

    4.
      Term
& Termination 

     

    4.1
      The
      term of this Agreement shall be three years from the effective date above,
      unless terminated in writing by both parties or unless terminated for cause
      as
      outlined in 4.2 below. 

     

    4.2
      COMPANY reserves the right to terminate this Agreement at its sole discretion
      immediately if the EMPLOYEE is found to be grossly negligent in his duties
      as
      set forth herein. Gross negligence includes, but is not limited to, willful
      failure to appear at work without notice; alcohol or drug use on the job;
      willful misrepresentation or omission of pertinent information to the COMPANY
      or
      its customers; theft, arson or any crime which could have a material negative,
      impact on the COMPANY; willful violation of Non-Disclosure Agreements, including
      that agreement set forth herein in Section 6; 3 breach of any condition set
      forth herein; and repeated misconduct not corrected within thirty days of
      written notice of such misconduct from the COMPANY. 

     

    5.
      Development of Innovation

     

    
      
         

      

      
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    5.1
      EMPLOYEE agrees to keep complete and accurate records of all such Innovations
      and applications to date and have witnessed all such records in an appropriate
      manner, as designated by the COMPANY. EMPLOYEE further agrees to disclose all
      Innovations promptly and fully to the COMPANY. 

     

    5.2
      EMPLOYEE agrees to, and hereby does, assign to the COMPANY each Innovation
      and
      agrees to execute and deliver to the COMPANY, promptly upon request, whether
      during or subsequent to Employment, all proper documents as the COMPANY may
      reasonably deem necessary or desirable to obtain patent, copyright, or other
      legal protection in the United States and elsewhere and to vest legal ownership
      thereof in the COMPANY.

     

    5.3
      EMPLOYEE agrees to promptly disclose and assign to the COMPANY any Innovation
      made by him within one year subsequent to Termination, provided, however, such
      disclosure and assignment shall be limited to inventions directly related to
      (a)
      activities in which the EMPLOYEE was engaged during the Employment or (b)
      activities of the COMPANY or any of its suppliers or customers, considered
      by
      the COMPANY to be of a confidential nature and to which the EMPLOYEE acquired
      information during the Employment. 

     

    6
      Non-Disclosure and Non-Compete 

     

    6.1
      EMPLOYEE agrees that be will during the Employment and for a period of 2 years
      subsequent to Termination, maintain in secrecy any information acquired by
      the
      Employee during the Employment concerning finances, business procedures,
      licensing information, names and lists of customers, trade secrets and
      innovations relating to any of its customers or suppliers or other matters
      of a
      confidential nature or which are designated by a representative of the Company
      to be among those matters to be regarded as confidential. 

     

    6.2
      EMPLOYEE acknowledges that the relationships between the COMPANY and its
      customers and suppliers, and prospective customers and suppliers, are
      confidential, whether or not evidenced by a written instrument, and that the
      COMPANY is under certain obligations to refrain from making use of or revealing
      information gained from or resulting from work done for its customers or by
      its
      suppliers and the Employee agrees to and hereby adopts all such obligations
      of
      the Company as his own. 

     

    6.3
      EMPLOYEE further agrees, upon Termination, to deliver to the COMPANY all
      property of the COMPANY including all originals and copies of documents and
      photographs, prototypes, tools, supplies and all other property of the COMPANY
      of every kind. The EMPLOYEE agrees that all documents relating to the COMPANY,
      whether or not originated by the EMPLOYEE, are the property of the COMPANY.
      

     

    6.4
      EMPLOYEE acknowledges that during the Employment he can reasonably expect to
      acquire information, which if applied to a competitive endeavor would be harmful
      to the COMPANY. Accordingly, the EMPLOYEE agrees that for a period of 2 year
      subsequent to Termination, he will not engage in any activities directly
      competitive to the activities or business interests of the COMPANY or advise
      or
      be employed by any company or other entity engaged in the design, manufacture
      or
      sale of products or services of the kinds performed, made or sold by the COMPANY
      during the Employment. This prohibition of competitive activity is limited
      to
      the geographical areas in which the COMPANY shall have done business during
      the
      Employment and those areas, which, at the time of Termination, the COMPANY
      has
      specific genuine intention to do business.

     

    
      
         

      

      
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    6.5
      The
      EMPLOYEE acknowledges that the provisions of this Agreement may, for a limited
      period subsequent to Termination result in a decrease in earning capacity.
      However, the Employee represents that he has demonstrated abilities to earn
      income from non-competing business activities with the COMPANY and has accepted
      the restrictions imposed here as a result of his considered judgment of the
      benefits that may accrue from the Employment. 

     

    6.6
      EMPLOYEE, asserts and affirms that he: (a) has read and understood each
      provision of this Agreement; (b) undertakes to perform each duty hereunder
      without reservation of any kind; and (d) is aware that the provisions herein
      can
      cause, for a limited time, a diminution of income and limit the scope of
      business opportunities. 

     

    7.
      Representations & Warranties 

     

    EMPLOYEE
      warrants that he is under no obligation to any other entity that would in any
      way conflict with any obligation of the EMPLOYEE hereunder. EMPLOYEE further
      warrants that he will not disclose to the COMPANY any information with respect
      to which the EMPLOYEE is under any obligation of confidentiality. 

     

    8.
      Applicable Law 

     

    This
      Agreement shall be construed and enforced in accordance with the laws of the
      State of Nevada. 

     

    9.
      Entire
      Agreement 

     

    This
      Agreement supersedes and replaces all former agreements or understandings with
      respect to the subjects matter hereof. 

     

    10.
      Severability 

     

    If
      any
      provision hereof is determined to be invalid or unenforceable, the remainder
      of
      this Agreement shall be unaffected thereby and shall be enforceable against
      either party. 

     

    11.
      Binding Effect 

     

    This
      Agreement shall inure to the benefit of any successor, assignee or nominee
      of
      the COMPANY as fully as if it had been an original party hereto. 

     

    12.
      Execution 

     

    This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original and together shall constitute one Agreement. 

     

    13.
      Effect of Headings 

     

    
      
         

      

      
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    Headings
      in this Agreement are for reference only and do not form a part of this
      Agreement, and shall not in any way effect the interpretation hereof.


     

    14.
      Waiver 

     

    The
      failure to enforce provision of this Agreement shall not be construed as a
      waiver of any such provisions and shall not prevent a party thereafter from
      enforcing this or any other provisions of this Agreement. 

     

    15.
      Notices 

     

    Notices
      required or permitted by this Agreement are deemed received when delivered
      in
      person to either party or 48 hours following deposit in the U.S. mail
      (Certified). Notices should be delivered in person by the EMPLOYEE to his
      immediate supervisor or any member of the Board of Directors. Notices should
      be
      delivered in person by a representative of the COMPANY to the EMPLOYEE at his
      normal work place during normal working hours. If by mail, Notices should be
      sent to: 

     

    To
      Company: Lantis Laser Inc. 

     

    11
      Stonebridge Ct., Denville, NJ 07834 

     

    To
      Employee: 3967 Park Avenue, Fairfield, CT 06825 

     

    In
      witness hereof the parties have executed this Agreement on the date first above
      written. 

     

    For
      The
      COMPANY: /s/

     

    Lantis
      Laser Inc. Craig B Gimbel, Director

     

    For
      the
      EMPLOYEE: /s/ Stanley B Baron

     

    Title:
      Stanley B Baron, President & CEO

     

    
      
         

      

      
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