THIS CONVERTIBLE DEBENTURE HAS BEEN ISSUED PURSUANT TO A NON-PUBLIC
OFFERING IN CONFORMITY WITH AN APPLICABLE AND IN RELIANCE ON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES
HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA OR ANY OTHER STATE SECURITIES COMMISSION, NOR REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION. SUCH SECURITIES MAY TO BE SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL COUNSEL FOR THE COMPANY SHALL HAVE
DETERMINED THAT THE INTENDED DISPOSITION IS PERMISSIBLE AND DOES TO VIOLATE THE
SECURITIES ACT OR THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
COMMISSION THEREUNDER, OR THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS
OR ANY RULES OR REGULATIONS THEREUNDER.
10% CONVERTIBLE DEBENTURE
1. PAYMENT OF PRINCIPAL AND INTEREST
The undersigned, Remedent USA, Inc., a Nevada corporation
having a principal place of business at 1220 Birch Way, Escondido, CA 92027
("Maker"), promises to pay Edward Quincy (hereinafter referred to as "Holder"),
or to his successors or assigns, on or before April 15, 2001 at a place or
location designated by Holder, the principal sum of Ten Thousand Eight Hundred
Two ($10,802), bearing simple interest on the unpaid principal at the rate of
ten percent (10%) per annum (computed on the basis of a 365-day year), principal
due and payable on demand and interest payments to be paid quarterly.
2. DEFAULT
Should Maker default on any provision of this Convertible
Debenture the whole sum of the principal and accrued interest shall become
immediately due at the option of Holder. Default shall include, but not be
limited to, the failure of Maker to perform any duties hereunder, the filing as
to Maker, of a voluntary or involuntary petition under the provisions of the
Federal Bankruptcy Act, and the issuances of any attachment or execution against
any asset of Maker.
3. PREPAYMENT AND CONVERSION
Principal and interest on this Convertible Debenture may be
prepaid at any time, in whole or in part, without premium or penalty in lawful
money of the United States. Upon receipt of any prepayment of interest or
principal, Holder hereof shall make a notation on this Convertible Debenture of
the payment received.
Should Holder desire to convert this Convertible Debenture
into common stock of Maker, the conversation is at the following value: 37.5% of
the average trading price (average of bid and ask) for the 30 day period
immediately prior to the maturity date of this Convertible Debenture, for each
dollar of principal and interest outstanding as of the maturity date of this
Convertible Debenture. The conversion of this Convertible Debenture may be in
whole or in any part of the remaining balance on the maturity date at the sole
option of Holder.
4. WAIVER OF PRESENTMENT PROTEST AND NOTICE OF DISHONOR
Maker hereby waives presentment, protest, notice of dishonor,
and all other notices normally required by law, except for notices expressly
provided for in this Convertible Debenture.
5. TIME OF THE ESSENCE
Time is of the essence. Maker and Holder agree that time is of
the essence for the performance of each and every covenant and the satisfaction
of each and every condition contained in this Convertible Debenture.
6. EXTENSION OR RENEWAL
Holder may, from time to time, at his sole discretion extend
or renew this Convertible Debenture for any period regardless of whether the
period is longer or shorter than the original period of this Convertible
Debenture. However, any such extension or renewal of this Convertible Debenture
shall not operate as a change or alteration of any other part of this
Convertible Debenture or of the obligation, in whole or in part, of Maker
therein.
7. RELEASE OF PROMISSORY CONVERTIBLE DEBENTURE
Holder may grant releases or compromises of this Convertible
Debenture to any party who is liable to make payment on this Convertible
Debenture, without notice or consent of Maker, and without affecting the
liability of Maker under this Convertible Debenture.
8. CHOICE OF LAW
This Convertible Debenture has been entered into in the State
of California, and the parties hereto expressly agree that this Convertible
Debenture shall be construed in accordance with the laws of the State of
California.
9. SUCCESSORS AND ASSIGNS
All covenants and agreements herein shall be deemed material
and shall bind Maker and its successors and assigns whether so expressed or not,
and all such covenants and agreements shall inure to the benefit of Holder and
his nominees, successors and assigns, whether so expressed or not.
10. WAIVER
No course or dealing between Holder and Maker and no delay on
the part of Holder in exercising any rights under this Convertible Debenture
shall operate as a waiver of the rights of Holder. No covenant or other
provision of neither this Convertible Debenture, nor any default in connection
therewith, may be waived unless such covenant or other provision or default is
waived pursuant to a written instrument signed by the parties hereto.
11. COSTS AND ATTORNEYS' FEES
In the event legal action is commenced to enforce or interpret
any part of this Convertible Debenture the prevailing party shall be entitled to
recover as an element of his and/or her costs of suit, and not as damages,
reasonable attorneys' fees to be fixed by the court. The "prevailing party"
shall be the party who is entitled to recover his and/or her costs of suit,
whether or not the suit proceeds to final judgment. No sum for attorneys' fees
shall be counted in calculating the amount of a judgment nor shall the amount of
the judgment be used in determining the reasonableness of the costs or
attorneys' fees.
WHEREFORE, this Promissory Convertible Debenture is executed
as of April 15, 2000.
"HOLDER"
___________________________
By:__________________________
_______________________, Print name of individual/entity
"MAKER"
REMEDENT USA, INC.
By: ____________________________
Rebecca Inzunza
Its: President / CEO
