THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, OR AN AVAILABLE
EXEMPTION THEREUNDER
CONVERTIBLE PROMISSORY NOTE
$5,000,000 December 5, 2000
FOR VALUE RECEIVED, BriteSmile, Inc., a Utah corporation (the
"Company"), hereby promises to pay to the order of LCO Investments, Ltd.
("Payee") the principal sum of Five Million Dollars ($5,000,000), together with
all accrued and unpaid interest thereon. Interest on the principal amount of
this Note outstanding from time to time will accrue from and including the date
hereof until and including the date such principal amount is paid, at the annual
rate of Seven and 52/100 percent (7.52%). The principal amount of this Note and
all accrued and unpaid interest thereon shall be due and payable on December 5,
2001. This Note may be prepaid in whole or in part at any time.
This Note may not be assigned by Payee without the express
written permission of the Company. This Note shall be binding upon the
successors and assigns of the Debtor.
If during the term of this Note or any extension thereof the
Company closes a private offering of Common Stock with purchasers currently
unaffiliated with Payee for proceeds to the Company in excess of $15,000,000 (an
"Offering"), all sums due and owing under this Note may be converted, at the
option of the Company or of Payee, into shares of Common Stock of the Company,
at a conversion price per share equal to the per-share purchase price of Common
Stock purchased by investors in the Offering.
In addition, during the term of this Note or any extension
thereof, all sums due and owing under this Note may be converted, at the option
of the Payee, into shares of Common Stock of the Company, at a conversion price
per share of Five Dollars ($5.00).
Whether at the request of the Company or of Payee, conversion
must be made, if at all, in the amount of all outstanding obligations under this
Note. Payee shall not have the right to partial conversion of the obligations
owing hereunder.
IN WITNESS WHEREOF, the undersigned has executed this Note as
of the date first written above.
BRITESMILE, INC.
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By: John L. Reed, Chief Executive Officer
