0001001277-05-000481 Sample Contracts

MDB CAPITAL GROUP LLC Santa Monica, California 90401
Letter Agreement • July 14th, 2005 • Remedent, Inc. • Dental equipment & supplies • California

This letter agreement confirms our understanding that REMEDENT USA, INC. (the “Company”) has engaged MDB Capital Group LLC and its successors and assigns, as appropriate (“MDB”) to act as the Company’s exclusive financial advisor and consultant on the terms and conditions set forth below.

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DEVELOPMENT AGREEMENT
Development Agreement • July 14th, 2005 • Remedent, Inc. • Dental equipment & supplies • California

THIS DEVELOPMENT AGREEMENT, dated as of March 15, 2004, (hereinafter referred to as “Agreement”), is entered into between P. Michael , a sole proprietor (“WILLIAMS”), having a place of business located at 5281 Belford Estate Road, Pollack Pines, CA 95726, and Remedent USA Inc., a Nevada corporation (“REMEDENT”), having a principal place of business located at Xavier de Cocklaan 42, Deurle, Belgium, 9831.

OPTION AGREEMENT This Agreement is made on 6 July 2004 BETWEEN AND
Option Agreement • July 14th, 2005 • Remedent, Inc. • Dental equipment & supplies

Where appropriate, Remedent and Lident are hereinafter referred to jointly as "the Contracting Parties" and individually as "a Contracting Party".

EXCLUSIVE LICENSING AGREEMENT
Exclusive Licensing Agreement • July 14th, 2005 • Remedent, Inc. • Dental equipment & supplies • Nevada

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereby agree as follows:

AMENDMENT TO DEVELOPMENT AGREEMENT
Development Agreement • July 14th, 2005 • Remedent, Inc. • Dental equipment & supplies

THIS AMENDMENT TO DEVELOPMENT AGREEMENT (“Amendment”) is entered into as of August 4, 2004 (the “Amendment Effective Date”) between REMEDENT USA, INC., a Nevada corporation (the “Company”) and P. Michael Williams, a sole proprietor (“Williams”). shall sometimes be referred to individually as the “Party” and collectively as the “Parties.”

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