The Merryvale Group International
Private Merchant Bankers
Post Office Box 1361
Tiburon, California 94920
E-mail: [email protected]
W. P. Berini
President
February 15, 2000
Remedent USA, Inc.
Rebecca Inzunza
1220 Birch Way
Escondido, CA 92027
Dear Rebecca:
It has been a pleasure speaking with you and Bill, these past 2 weeks. I look
forward to a successful working relationship with Remedent USA, Inc. ("RUI"). I
am optimistic, given your experience and this environment, that we will realize
a mutual benefit to our success.
This document shall serve as the agreement between Remedent USA, Inc. ("RUI")
and The Merryvale Group, ("MGI"), whereby MGI agrees to provide consulting
services to RUI over the next 120 days (4 months).
o Scope Of Services:
1. Develop Phase I plan for funding $3,000,000 (Three Million Dollars
US) to be used for working capital.
2. Position the corporation to begin Phase 2 of funding an additional
infusion of Capital, should that become necessary.
3. Effect a network base in the United States, Canada, Great Britain
and Asia.
4. Perform promotional services as directed by the corporation and
mutually agreed upon.
5. Assist RUI with drafting corporation resolutions, board minutes and
shareholder meeting minutes for review by corporate counsel; assist
in coordinating shareholder meetings, when applicable.
6. Oversee relations with contacts on behalf of RUI.
7. Other assignments as mutually agreed upon.
o Corporate Goal:
The goal of RUI, is to effect increased revenues consistently over the years to
come. MGI is prepared to assist the corporation with achieving this goal. The
services outlined herein are directed toward accomplishing Phase 1 and to
position the company for Phase 2 funding.
o Personnel Assigned by MGI
William Paul Berini, President of The Merryvale Group and Associates will be
assigned to provide services to RUI. These services shall include, but are not
limited to, the contract and maintenance of the Private Equity services for the
express purpose of raising a minimum of $3,000,000 (Three Million Dollars US) to
fund RUI's expanding operations.
o Fees and Expenses:
Service for the four-month period shall be an initial disbursement of $5,000
(Five Thousand Dollars US), which will constitute the proceeds from the sale of
stock in the company. It is the policy of The Merryvale Group, to collect a
three-month retainer in advance, before work can begin on any project, special
consideration has been given in the case of Remedent, whereby payment on a
monthly basis, will be acceptable.
A third party shall supply retainer, releasing RUI of any responsibility, which
related to the retainer issue of this agreement.
Our commission schedule, will be as follows: 10% (10 Percent) of all capital
raised by Merryvale.
The following will also apply:
1. Cash Success Fee. A cash fee of 10% (10 percent) of the funds raised shall be
payable to MGI or its assigns out of the proceeds of the Financing. A Cash
Fee is payable on a pro-rata basis according to funds raised.
2. Equity Success Fee. This fee shall consist of 300,000 (Three Hundred
Thousand) shares of free trading stock in RUI. The shares will represent a
percentage of shares issued to investors in return for their financing and
will be subject to standard non-dilution clauses. Shares will be issued to
MGI on a pro-rata basis, according to funds raised.
3. Indemnity. RUI agrees to indemnify MGI, its officers, directors and agents,
from any claim or damages asserted by third parties, including legal fees,
except to the extent that such changes arise solely from the gross negligence
or willful malfeasance of MGI.
All expenses above $250.00 will be pre-approved by the corporation. MGI will be
reimbursed for all out-of-pocket expenses, reasonable to the performance of
services contemplated by this contract. Budget for such expenses, will be
reviewed with the corporation, prior to such expenditure.
o Terms:
The terms of this agreement shall commence upon receipt of the initial
disbursement of $5,000 (Five Thousand Dollars US).
Subsequent payments of $5,000 every thirty days will be required to keep this
agreement in effect. This agreement will expire 120 days (4 months) thereafter,
unless terminated earlier. A subsequent disbursement of $5,000 (Five Thousand
Dollars US) may be required to keep this agreement in effect.
MGI would be pleased to provide additional service to RUI, and plans to discuss
such requirements with you prior to the expiration date of this agreement.
While there are no guarantees, we believe that with our best efforts, we have
access to the markets and investors to complete the aforementioned in the
allotted time-frame. It is understood that RUI has reasonable expectations to
believe the fund raising efforts will be completed in as short a time frame as
possible.
We appreciate the opportunity to be of service to RUI in assisting you to reach
your financial goals and look forward to a favorable association.
Please indicate your concurrence with this agreement by signing a duplicate copy
in the space provided, and completing the appropriate instructions, which will
place this agreement in effect.
Wire instructions available upon request.
Sincerely,
The Merryvale Group International Remedent USA, Inc.
Agreed to this ____ day of February, 00 Agreed to this __ day of February,00
William Paul Berini, President Rebecca Inzunza, President/CEO
By: _______________________________ By: ______________________________
