OPTION AGREEMENT
THIS OPTION AGREEMENT (this "Agreement") is made as of the 9th
day of August, 1999, by and between RUBICON CAPITAL PARTNERS, INC., or its
designee(s) (the "Purchase") and REMEDENT USA, INC. (the "Seller").
WHEREAS, the Seller has authorized one class of Common Stock;
and
WHEREAS, the Purchaser and the Seller are parties to a
Consulting Agreement dated as of August __, 1999 pursuant to which the Seller
has agreed to grant to the Purchaser the option which is the subject of this
Agreement; and
WHEREAS, the Seller desires to grant the Purchaser the option
to purchase certain shares of the Seller's Common Stock in the Corporation, and
Purchaser desires to obtain the option to purchase from the Seller certain
shares of the Common Stock of Corporation upon the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the premises, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:
1. Grant of Option. The Seller hereby grants to Purchaser, and Purchaser
hereby receives from the Seller, the option (the "Option") to purchase
up to Two Hundred Thousand (200,000) shares of the Common Stock of the
Seller (the "Option Shares") from the Seller, for a purchase price of
$1.30 ($1.30) (the average of 5 days closing price) per shares of
Common Stock (the "Option Price"), upon the terms and conditions set
forth herein. Simultaneously with the execution of this Agreement,
Purchaser has paid to the Seller One Dollar ($1.00) as consideration
for the Option granted herein.
2. Term and Condition Precedent. The Option granted pursuant to Section 1
of this Agreement shall become exercisable as follows: Purchaser shall
have the right to purchase one (1) Option Share upon Seller selling
each five (5) shares as part of the first 1,000,000 shares of the
Company's private offering. The Option granted hereunder should expire
on September 1, 2002 (the "Expiration Date"); under no circumstances
shall the Option be exercisable after the Expiration Date.
3. Exercise of Option. The Option granted herein shall be exercisable as
to the Option Shares by Purchaser, at one time or from time to time,
by providing written notice to the Seller at any time after the
satisfaction of the Condition Precedent and before the Expiration
Date. Each closing date for the sale and purchase of Option Shares
shall be ten (10) days after the date of the written notice provided
in accordance with this Section 3 (each, an "Option Closing Date").
4. Payment of Option Price. The Option Price shall be paid through a
cashless exercise or shall be paid in cash, certified check or other
immediately available funds on each Option Closing Date.
5. Adjustments Upon Changes In Capitalization. The total number of Option
Shares which may be purchased on exercise of the Option, and/or the
price at which the Option may be exercised, shall be appropriately
adjusted by the Board of Directors of the Seller, whose determination
shall be conclusive, for any increase or decrease in the number of
outstanding shares of the Seller's stock resulting from a stock
dividend on the common stock of the Seller, stock split or combination
of shares or reclassification or in the event of any reorganization,
merger, consolidation, acquisition, separation, recapitalization,
split-up, combination, or exchange of the common stock of the Seller
or like adjustment.
6. Closing Deliveries. On each Option Closing Date the Seller shall
deliver, or cause to be delivered, to the Purchaser one or more stock
certificates representing all of the shares of stock purchased by the
Purchaser pursuant to this Agreement on such Option Closing Date.
7. Representations of Seller. The Seller has the right and lawful
authority to enter into and be bound by this Agreement and no consent
or approval of any person is or will be necessary to the validity of
the rights created hereunder, this Agreement having been approved by
the Seller's Board of Directors.
8. Further Assurances. The parties will execute such additional documents
and instruments and take such further steps, as may be necessary to
effectuate the terms and provisions hereof.
9. Miscellaneous. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California.
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IN WITNESS WHEREOF, the parties have signed and sealed this
Option Agreement as of the day and year first above written.
RUBICON CAPITAL PARTNERS, INC.
By:
-------------------------------------
Kenneth Yonika, Managing Director
- PURCHASER -
REMEDENT USA, INC.
By:
-------------------------------------
Rebecca Inzunza, President/CEO
- SELLER -
