Limited Liability Company Merger and Equity Reallocation Agreement

Exhibit 10.1

Limited Liability Company Merger
and
Equity Reallocation Agreement

     This Limited Liability Company Equity Reallocation Agreement (“Agreement”) is entered into as of July 15, 2007 among those members and officers as listed in Exhibit A.

     In consideration of the mutual promises made and for other good and valuable consideration, the parties agree as follows:

1.

Definitions

     For purposes of this Agreement, the following terms will have the indicated definitions:

      “Agreement.” This Limited Liability Company Agreement by and between the Members and Officers.

      “Bankruptcy.” A bankruptcy will be deemed to occur when the LLC files a petition in bankruptcy, voluntarily takes any advantage of any bankruptcy or insolvency law, is adjudicated a bankrupt, or, if a petition or an answer is filed proposing the adjudication of the LLC as a bankrupt, its officers consent to the filing or does not object within 60 days of the filing, unless the petition or answer was discharged or denied prior. “Bankruptcy” includes chapter proceedings under the federal bankruptcy or receivership laws and any comparable proceedings under state law, or any compromise, settlement, composition, workout, or similar arrangement with creditors, whether or not court supervised.

      “Capital.” Initial equity capital, additional and recontributed capital, and receipts from the sale, exchange, or other disposition of LLC property out of the ordinary course of business and any proceeds of financing and refinancing.

      “Cosmerich.” Short for “cosmetic lifestyle enrichment”, Cosmerich refers to an emerging market that at the moment is difficult to limit, as it includes such enterprises as spas, resorts, cruise ships, hair salons, barber shops, nail salons, beauty supply stores and more.

      “Loss.” The LLC’s loss arising from the ordinary day-to-day operation of the LLC’s business.

      “Net cash receipts.” All receipts of the LLC net of the items listed in Section 12 and distributed to the Members and/or Officers.

      “Officers.” Equity-holding Officers who participate in the daily operation of the LLC.

      “Members.” Equity holders who do not participate in the daily operation of the LLC.

      “LLC.” This Limited Liability Company.

      “Percentage Participation.” The interest of a Member or Officer in the capital, profit or loss, and net cash receipts of the LLC.

      “Profit.” Net operating receipts derived from the operation of the business, sales in the ordinary course of business, and receipts from related services and facilities.

Agreement

2.		Formation. This Limited Liability Company is formed pursuant to the laws of the State of Florida.
3.		Name. The name of the LLC is Innovative Medical & Dental Solutions, LLC, AKA IMDS, LLC. The LLC may conduct its business under any other names that the Officers select.
4.		Purposes. The purposes of the LLC are the development, sourcing, finding and creating of products for the practice of medicine and/or dentistry as well as those for the enhancement of personal grooming and appearance in the spa, personal care, grooming and specialty retail market spaces, and to carry out the activities that are essential, advisable, or appropriate in connection with, or incidental to, such business.
5.		Principal Office. The principal office of the LLC will be located at 45 West Crossville Road Suite 514, Roswell, GA 30075 USA or any other place designated by the Officers.
6.		Merger of and Reallocation of Shares of Existing LLCs. IMDS, LLC is a going concern and is registered with the Secretary of State of Florida as an LLC and with the Secretary of State of California as a foreign corporation authorized to operate in California. It is merging with White Science World Wide, LLC, a limited liability company organized under the laws of the State of Georgia. The merged companies will operate as a single entity as IMDS, LLC, a Florida Limited Liability Company.
7.		Member Status and Equity Share in Merged Company
7.1		The Members and Officers hold equity shares in the reformed LLC as follows:

Member or Officer		Equity Share		Status
George Nelson		42%		Officer
Ron Topper		20%		Officer

Irwin Zucker		10%		Officer
Remedent NV		10%		Member
Stephen Ross		5%		Member
Allan Rubenstein		2%		Member
Roy Hart		1%		Member
Investor Group (Members listed in Exhibit B)		10%		Member

7.2		If additional capital is needed and is solicited as an equity-allocating investment, new investor shares shall come only from the equity shares of George Nelson and Ron Topper.
7.3		Loans to the LLC by the Members or Officers will bear such rate of interest as is agreed upon when the loan is made, but if agreement cannot be reached between the lenders and the Officers, the interest rate will be the lowest rate of interest allowed by law. These loans by the Members or Officers will be repaid by agreement, but before any capital is distributed to the Members or Officers.
8		Accountings, Carryover of Debt, Royalties and Working Capital

8.1		Unpaid or deferred salary shall remain as a bonafide payable to be dispersed to employees as determined by the Officers.
8.2		Monies loaned to the LLC by Members shall be repaid within 60 days of this agreement. Members may waive repayment and continue to accrue interest, if agreed to in writing by the member and Officers.
8.3		Monies loaned to the LLC by Officers shall be repaid prior to the declaration of dividends or bonuses to Members or Officers.
8.4		Monies payable to vendors repaid prior to the declaration of dividends or bonuses to Members or Officers. Dividends or bonuses shall not be declared on funds necessary to meet trade payables, but on excess cash flow and profits only.
8.5		All payable items on the books of IMDS, LLC shall remain a bonafide payable of the reformed LLC. Repayment and negotiation of payables shall be the responsibility of George Nelson and Ron Topper as an executive committee.
8.6		Royalty payments to investors shall be accelerated through a 50% increase in the royalty rate until initial investments have been repaid.
8.7		Working capital retained in both firms shall be pooled under the supervision of a Certified Public Accountant for disbursements consistent with this agreement and accepted accounting practices.
8.8		IMDS, LLC and White Science World Wide will provide copies of their current accountings to a Certified Public Accountant, agreed to mutually, as well as to each other. Such copies may be on paper or electronic.
8.9		White Science World Wide will pay amounts to creditors listed in Exhibit A as a condition of closing this agreement.

9		Officers’ Salaries, Allocation of Profits and Performance Bonuses
9.1		Salaries. Officers’ salaries will be reviewed annually. Minimum salaries will be paid until positive cash flow is maintained for a minimum of three months. For the current year, officers will receive monthly minimum to maximum salaries as follows:

Officer		Minimum Monthly Salary				Maximum Monthly Salary
George Nelson		$	6,000			$	10,000
Ron Topper		$	6,000			$	10,000
Irwin Zucker		$	6,000			$	10,000

9.2		If the LLC operates at a taxable profit or has taxable gain, the net cash receipts distributed to a Member or Officer are composed of both ordinary income and capital gains, each Member or Officer participating in the distribution of net cash receipts, will be deemed to participate according to the ratio that the net cash receipts distributed to him vis a vis that item, bears to the total of all net cash receipts distributed and attributable to such item.
9.3		Whenever the Officers vote on day-to-day operational issues, the following percentage participation’s will apply:

Officers		Percentage Participation
George Nelson			33 1 / 3	%
Ron Topper			33 1 / 3	%
Irwin Zucker			33 1 / 3	%
Total			100	%

9.4		Performance bonuses. Officers, as individuals who contribute to the daily success of the business through their personal efforts, shall be incentivized through performance-based bonuses. Such bonuses shall be based on certain sales and profit targets being achieved, such targets to be determined, and shall be independent of net earnings or division of income to equity holders. However, no performance bonuses shall be paid unless all trade payables and investor royalties are current and sufficient cash reserves are available to maintain positive cash flow and there is no debt other than a bank working capital line of credit.
9.5		Division of earnings. All equity holders shall be entitled to share of profits. However, no division of earnings shall be made until initial capital raised through royalty-bearing investments have been repaid and royalty levels revert to minimum levels. Additionally, no such division of earnings shall be paid unless all trade payables and investor royalties are current and sufficient cash reserves are available to maintain positive cash flow and there is no debt other than a bank working capital line of credit.

9.		Powers of Officers
9.1		The Officers will possess all of the general powers and rights of a Officers under the LLC law prevalent in the State of Florida including the power, in the Officers’ absolute discretion and on behalf of the LLC, to:
9.1.1		Sell, assign, convey, or transfer title to any portion of the LLC’s real and personal property;
9.1.2		Lease the LLC’s real or personal property;
9.1.3		Borrow money for the LLC;
9.1.4		Prepay, refinance, increase, or otherwise modify any mortgages affecti