March 10, 2000
(FCC) First Canadian Capital Corporation
Bill Wishart
210-1118 Home Street
Vancouver, B.C. Canada V6B 6L5
Dear Bill,
I look forward to a successful working relationship in raising capital with
First Canadian Capital.
This document shall serve as the agreement between Remedent USA, Inc. ("REMM")
and First Canadian Capital ("FCC"), whereby FCC whereby agrees to provide
consulting services to REMM over the next 12 months.
Scope and Duties: During the term of this Agreement, FCC will perform the
following services for REMM.
Mergers and Acquisitions. FCC will provide assistance to REMM, as mutually
agreed, in identifying M&A candidates, assisting in any due diligence process,
recommending transaction terms and giving advice and assistance during
negotiations.
Introduction to the Investment Community. FCC has a familiarity or association
with numerous broker/dealers and investment professionals across the country and
will enable contact between REMM and/or REMM's affiliate to facilitate business
transactions among them. FCC shall use its contacts in the brokerage community
to assist REMM in establishing relationships with private equity capital sources
(venture capital, etc.) and securities dealers while providing the most recent
information about REMM to interested dealers on a regular and continuous basis.
FCC understands that his is in keeping with REMM's business objectives and plan
to market REMM's business or project to the investment community.
REMM and/or REMM's Affiliate Transaction Due Diligence. FCC will participate and
assist REMM in the due diligence process on all proposed financial transactions
affecting REMM of which FCC is notified in writing in advance, including
conducting investigate of and providing advice on the financial, valuation and
stock price implications of the proposed transaction(s).
Additional Duties. REMM and FCC shall mutually agree upon any additional duties
that FCC may provide for compensation paid or payable by REMM under this
Agreement. Although there is no requirement to do so, such additional
agreement(s) may be attached hereto and made part hereof by written amendments
to be listed as "Exhibits" beginning with "Exhibit A" and initialed by both
parties.
Standard of Performance. FCC shall devote such time and efforts to the affairs
of REMM as is reasonably necessary to render the services contemplated b y this
Agreement. FCC is not responsible for the performance of any services, which may
be rendered hereunder if REMM fails to provide the requested information in
writing prior hereto. The services of FCC shall not include the rendering of any
legal opinions or the performance of any work that is in the ordinary purview of
a certified public accountant. FCC cannot guarantee results on behalf of REMM,
but shall use commercially reasonable efforts in providing the services listed
above. If an interest is expressed in satisfying all of part of REMM's financial
needs. FCC shall notify REMM and advise it as to the source of such interest and
any terms and conditions of such interest. FCC's duty is to introduce and market
REMM's funding requests to appropriate funding sources. FCC will in no way act
as a "broker-dealer" under the state securities laws. Because all final decision
pertaining to any particular investment are to be made by REMM, REMM may be
required to communicate directly with potential funding sources.
Non-Guarantee. FCC makes no guarantee that FCC will be able to successfully
market and in turn secure a loan or investment financing for client, or to
successfully procure such loan or investment within REMM desired timeframe or to
guarantee that it will secure any loan or investment financing with a specific
or minimum return, interest rate or other terms. Neither anything in this
Agreement to the contrary nor the payment of deposits to FCC by REMM pursuant to
fee agreements for services not contemplated herein shall be construed as any
guarantee. Any comments made regarding potential time frames or anything that
pertains or the outcomes of client's funding requests are expressions of opinion
only. REMM acknowledges and agrees it is not required to make exclusive use of
FCC for any services or documentation deemed necessary for ht purpose of
securing investments. FCC has made no such demands in order for REMM's project
to be marketed under the terms of this Agreement. FCC holds no exclusive rights
to the marketing of REMM's project.
Compensation to FCC. For a direct investment made in REMM by a third party
investor either introduced to REMM by FCC or which contacted REMM directly as a
result of FCC's efforts, REMM shall pay FCC (option for either cash or free
trading shares) 3% of gross amount of capital raised and 5% bonus in R-144
Remedent shares calculated on gross amount raised.
1. In addition, payment each month for one year beginning
February 1, 2000: $5000 per month in shares calculated at the
average closing price for the month of R-144 Shares of REMM
payable April 31, 2000, July 31, 2000, October 31, 2000, and
January 31, 2001.
Merger and Acquisitions. For a merger/acquisition entered into by REMM as a
result of the efforts of or an introduction by FCC during the term of this
Agreement, REMM shall pay FCC 5% of the total value of the transaction. The 5%
shall be paid in cash or stock depending on merger/acquisition transaction
details, upon the date of the closing of the merger/acquisition.
2. If stock is used as part of all of the consideration in the
transaction, FCC shall receive 50% free trading REMM shards
(if shares are available) and 50% R-144 REMM shares equivalent
to 5% of the gross transaction upon close of the transaction.
Merryvale Group. Should financing be completed with Mr. Paul Berini of the
Merryvale Group International, the compensation terms mentioned above will not
apply. Any compensation earned will be paid by Merryvale Group International.
Investment Source(s) Disclosure. It is fully understood that n some cases FCC's
investment/lending sources are sources that may be public sources, which may
independently approach REMM without the assistance of FCC. FCC makes no claims
to have special relationships with sources and is not to be considered as having
any capabilities of expediting or "pushing" REMM's case through any approval
channels outside the norm of any request of this type. The sources in the FCC
databases are sources compiled by FCC from created relationships as well as
lists purchased or requested for the purpose of building a comprehensive
lender/investor marketing service.
Indemnification. REMM agrees to indemnify and hold harmless FCC, each of its
officers, directors, employees and shareholders against any and all liability,
loss and costs, expenses or damages, including but not limited to, any and all
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim whatsoever or
howsoever caused by reason of any injury (whether to body, property or business
character or reputation) sustained by any person or to any person, arising out
of any act, failure to act, negligent, any untrue or alleged untrue statement of
a material fact or failure to state a material fact which thereby makes a
statement false or misleading, or any breach of any material representation,
warranty or covenant by REMM or any of its agents, employees, or other
representatives. Nothing herein is intended to nor shall it relieve either party
from liability for its own act, omission or negligence. All remedies provided by
law, or in equity shall be cumulative and not in the alternative.
FCC agrees to indemnify and hold harmless REMM, each of its officers, directors,
employees and shareholders against any and all liability, loss and costs,
expenses or damages, including but not limited to, any and all expense
whatsoever reasonably incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or any claim whatsoever or howsoever
caused by reason of any injury (whether to body, property, personal or business
character or reputation) sustained by any person or to any person or property,
arising out of any grossly negligent act, any untrue or alleged untrue statement
of a material fact or failure to state a material fact which thereby makes a
statement false or misleading, or any breach of any material representation,
warranty or covenant by FCC or any of its agents, employees, or other
representatives. Nothing herein is intended to nor shall it relieve either party
from liability for its own act, omission or negligence. All remedies provided by
law, or in equity shall be cumulative and not in the alternative.
Services not expressed or implied. PCC is not and will not be a market maker in
REMM's securities or any securities or securities in which REMM or REMM's
affiliates has an interest.
Any payments made herein to FCC are not, and shall not be construed as,
compensation to FCC for the purpose of making a market, to cover FCC's
out-of-pocket expenses for making a market, or for the submission by FCC of an
application to make a market in any securities.
No payments made herein to FCC are for the purpose of effecting the price of any
security or influencing any market-making functions, including but not limited
to, bid/ask quotations, initiation and termination of quotations, retail
securities activities, or for the submission of any application to make a
market.
Term/Termination. This Agreement is a quarterly agreement for the term of one
(1) year and shall terminate automatically on January 31, 2001. However, REMM or
FCC shall have the right to terminate the balance of this Agreement at any time
seventy (70) days after the date hereof, provided written notice is given to the
other party at least fifteen (15) days prior to the expiration of the current
quarter of the Agreement.
Confidentiality. FCC will not at any time or in any manner, either directly or
indirectly, use for the personal benefit of FCC, or divulge, disclose, or
communicate in any manner any information that is proprietary to REMM without
REMM's express written consent. FCC will protect such information and treat it
as strictly confidential. This provision shall continue to be effective after
the termination of this Agreement. Upon termination of this Agreement, FCC will
return to REMM all records, notes, documentation and other items that were used,
created, or controlled by FCC during the term of this Agreement.
Entire Agreement. This Agreement contains the entire agreement of the parties,
and there are no other promises or conditions in any other agreement whether
oral or written.
Severability. If any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
Counterparts. If any provision of this Agreement shall be held to be valid or
unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of the Agreement is
invalid or unenforceable, but that by limiting such provisions it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
Choice of Law. This Agreement shall be governed by, and shall be construed in
accordance with, the laws of the State of California.
Arbitration. Any controversy or claim arising out of relating to this Agreement,
or the breach thereof, shall be settled by arbitration administered by the
American Arbitration Association in accordance with its applicable rules, and
judgment upon an award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.
Party contracting services: Service Provider:
REMEDENT USA, INC. (FCC) FIRST CANADIAN CAPITAL CORPORATION
Rebecca Inzunza Bill Wishart
By: Rebecca W. Inzunza By: Bill Wishart
Its: President Its: President
March 10, 2000 March 13, 2000
