CONTINENTAL CAPITAL & EQUITY CORPORATION
AGENT AGREEMENT
This Agent Agreement is made and entered into this 1st day of
December, 1998 by and between CONTINENTAL CAPITAL & EQUITY CORPORATION, Inc.,
LOCATED AT 195 Wekiva Springs Road, Suite 200, Longwood, Florida 32779,
hereinafter referred to as CCED and REMEDENT USA, INC., located at 7301 E. Evans
Road, Scottsdale, Arizona 85260, hereinafter referred at as REMM.
RECITALS
WHEREAS, REMM is a publicly held corporation and desires to
engage CCED as agent, for the purpose of introducing merger/acquisition
candidates, identifying sources of capital and/or providing other financial
services, and
WHEREAS, CCED possesses certain skills, knowledge, abilities
and considerable contracts throughout the financial industry, and
WHEREAS, CCED desires to assist REMM with introduction to
sources, as outlined above.
NOW, THEREFORE, in consideration of the covenants and
conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties do hereby
agree as follows:
ARTICLE 1
Effective Term of Agreement
1.1 This Agent Agreement shall begin on the date shown and shall be
operative and controlling for a period not to exceed December 1, 1999.
ARTICLE 2
Exclusivity and Non-Circumvention
2.1 Exclusivity. During the effective term of the Agent Agreement, CCED
shall be engaged by REMM on a non-exclusive basis.
2.2 Non-Circumvention. Each party to this Agreement shall keep the
existence and the terms of this Agreement strictly confidential. Furthermore,
REMM shall not attempt to contact any third party initially introduced by CCED
with the expressed purpose of circumventing CCEC's participation in any
transaction pursuant to this Agreement.
ARTICLE 3
CCED Performance Obligations
Upon execution of the Agent Agreement by both parties, CCED agrees to
employ its best efforts to perform the following:
3.1 To introduce sources, as outlined above, to REMM, and assist in the
closing of such transactions.
3.2 REMM must approve in advance, in writing, any and all matters
relating to, or otherwise effecting REMM and/or its business, and for any such
matter to be effective against, or otherwise bind REMM. CCEC shall use every
effort to promptly inform all parties whom CCEC may or shall contact, and shall
use every effort to make such parties aware, that no agreement, promise,
understanding, representations or inducement shall be effective against, or
otherwise bind REMM unless or until such is approved in advance in a written
agreement signed by REMM.
ARTICLE 4
REMM Performance Obligations
REMM agrees to pay CCEC upon closing of any transaction associated with
this agreement as follows:
4.1 Funding: CCEC shall be entitled to receive on the closing of any
funding transaction, a cash finder's fee of 3% of total gross proceeds received
by REMM.
ARTICLE 5
No Power of Agency
5.1 No Power of Agency. Neither party shall have the power to bind the
other, nor shall any act by either party be immutable for any purpose to the
other.
ARTICLE 6
Entire Agreement
6.1 Entire Agreement. Other than any current and/or future agreement(s)
by and between the parties (which any said agreement(s) shall continue in full
force and effect independent of this Agreement), this Agent Agreement sets forth
the agreement and understanding of the parties hereto. No other representations,
promise or inducement has been made by any party that is not embodied in this
Agreement, and no party shall be bound by or liable for any alleged
representation, promise of inducement not so set forth.
ARTICLE 7
Modification
7.1 Modification. This Agent Agreement may be modified or added to from
time to time, at the will of the parties, provided that all subsequent
modifications or additions must be in writing and executed by the parties,
noting the date thereof. No modifications or additions bearing a date earlier
than the last of the dates of execution below shall be valid. All future
modifications, to the extent that they conflict with the provisions contained
herein, shall be deemed as superseding the conflicting provisions set out
herein.
ARTICLE 8
Assignment and Succession
8.1 Assignability. CCEC may assign any part of its rights under this
Agent Agreement with prior approval of REMM and CCEC shall have the right to
delegate its duties under this Agent Agreement with the prior consent of REMM.
8.2 Successors. The Agent Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
their assigns.
ARTICLE 9
Invalid Provision
9.1 Invalid Provision. In the event that any one or more provisions of
the Agent Agreement shall for any reason be duly held to be invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not effect
any other provision of the Agent Agreement.
ARTICLE 10
Counterparts
10.1 Counterparts. This Agent Agreement may be executed in
counterparts, and any number of counterparts signed in the agreement by the
parties hereto shall constitute a single original instrument.
ARTICLE 11
Headings
11.1 Headings. The headings herein are for reference only and shall not
affect the construction of this Agent Agreement.
ARTICLE 12
Arbitration
12.1 Arbitration. Any controversy or claim arising out of or relating
to the Agent Agreement, or the breach thereof, shall be settled by arbitration
in accordance with the commercial arbitration rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.
ARTICLE 13
Collections
13.1 Collections. Should either party incur any expenses in enforcing
provisions of the agreement, or in collecting any debt which may arise from this
agreement, the other party shall be obligated to reimburse said party for all
reasonable costs and expenses incurred.
ARTICLE 14
Governing Law.
14.1 Governing Law. The existence, validity, construction, operation
and effect of this Agent Agreement shall be determined in accordance with and
governed by the laws of the State of Florida, United State of America.
IN WITNESS THEREOF, the parties, have carefully considered each
provision of the Agent Agreement, note their approval and acceptance hereof by
executing this agent Agreement shall become effective, and the term of the Agent
Agreement shall begin, on the last day of execution hereunder.
CONFIRMED AND AGREED ON THE 3RD DAY OF DECEMBER, 1998.
CONTINENTAL CAPITAL & EQUITY CORPORATION
By:
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CCEC Representative CCEC Officer
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Witness Witness
CONFIRMED AND AGREED ON THE ____ DAY OF ___________, 1998
REMEDENT USA, INC.
By:
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Duly Authorized
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Witness
