B-1 2 National Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of...Warrant Agreement • March 31st, 1998 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies • California
WARRANT AGREEMENT Agreement made as of __________ __, 1997, between Dental/Medical Diagnostic Systems, Inc., a Delaware corporation with offices at 200 North Westlake Boulevard, Suite 202, Westlake Village, California 91362 ("Company"), and American...Warrant Agreement • April 30th, 1997 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies • New York
EXHIBIT 4.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July 21, 2000, between Dental/Medical Diagnostic Systems, Inc., a Delaware corporation (the "COMPANY"), and the various investors identified and...Securities Purchase Agreement • August 24th, 2000 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies • New York
EXHIBIT C REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 24, 2000, between the investor or investors signatory hereto (each an "Investor" and together the "Investors"), and Dental/Medical Diagnostic Systems,...Registration Rights Agreement • March 30th, 2000 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies • New York
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC.Warrant Agreement • January 21st, 1997 • Dental Medical Diagnostic Systems Inc • Photographic equipment & supplies • New York
DATED: AUGUST 8, 1997 1. Lease term: The above referenced lease is extended for one (1) year commencing November 1, 2000, and ending October 31, 2001.Lease • April 16th, 2001 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies
EXHIBIT 2.2 CONTRIBUTION AGREEMENT The undersigned Robert H. Gurevitch, Anatoly Borodyansky and Dewey Perrigo (hereinafter jointly and severally referred to as "Shareholders") hereby tender a total of three thousand (3,000) shares of the capital stock...Contribution Agreement • February 28th, 1997 • Dental Medical Diagnostic Systems Inc • Photographic equipment & supplies
1 EXHIBIT 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (this "AGREEMENT") is made and entered into as of the 1st day of October 1996, by and between EDUDATA CORPORATION, a Delaware corporation (the "COMPANY"), and Robert H. Gurevitch...Employment Agreement • January 21st, 1997 • Dental Medical Diagnostic Systems Inc • Photographic equipment & supplies • California
EXHIBIT 4.3 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE...Stock Purchase Warrant • August 24th, 2000 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies
EXHIBIT 10.35 CONTRACT ABOUT A MANUFACTURING RELATIONSHIP RELATED TO THE PARTIAL MANUFACTURING OF A PRODUCT CALLED "LED LIGHT" (OR APOLLO-E-LIGHT) Note: The partial manufacturing is related to the contract between L.T.I. France and DMDS-US) 1. This...Manufacturing Agreement • March 30th, 2000 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies
4,500,000 Principal Amount of 12% Senior Subordinated Notes Due 1999Purchase Agreement • March 31st, 1998 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies • California
RECITALSDistributor Agreement • November 14th, 1997 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies • California
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of July 21, 2000, between the investor or investors signatory hereto (the "Holders"), and DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC., a Delaware corporation having its...Registration Rights Agreement • August 24th, 2000 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies • New York
FIRST ADDENDUM TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 30th, 2000 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies
2- 3 (d) On at least twenty (20) days notice in writing by the Agent, to do the following: furnish further assurance of title, execute any written agreement or do any other acts necessary to effectuate the purposes and provisions of this Agreement,...Security Agreement • January 21st, 1997 • Dental Medical Diagnostic Systems Inc • Photographic equipment & supplies • New York
THIRD ADDENDDUM TO LEASE LESSOR: FRANK F. PARKER LESSEE: DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC. A DELAWARE CORPORATIONLease Agreement • April 16th, 2001 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies
AGREEMENTDistribution Agreement • March 31st, 1998 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies • California
SECOND ADDENDUM TO LEASE LESSOR: FRANK F. PARKERLease Addendum • April 1st, 1999 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies
1 EXHIBIT 10.39 DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC. PURCHASE AGREEMENT $4,500,000 PRINCIPAL AMOUNT OF 12% SENIOR SUBORDINATED NOTES DUE 1999 DATED AS OF MARCH 2, 1998 To the Purchasers named in Schedule 1 hereto: The undersigned, Dental/Medical...Purchase Agreement • April 24th, 1998 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies • California
AND/ORPurchase Option Agreement • April 7th, 1997 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies • New York
R E C I T A L SStock Purchase Agreement • January 18th, 2000 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies • California
1 EXHIBIT 10.9 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (this "AGREEMENT") is made and entered into as of October 1, 1996 (the "EFFECTIVE DATE"), by and between EDUDATA CORPORATION, a Delaware corporation ("EDUDATA"), and BOSTON MARKETING...Distribution Agreement • January 21st, 1997 • Dental Medical Diagnostic Systems Inc • Photographic equipment & supplies • California
LOGO "A.I.R."]Standard Industrial Lease • March 30th, 2000 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 25, 1999, between the investor or investors signatory hereto (each an "Investor" and together the "Investors"), and Dental/Medical Diagnostic Systems,...Registration Rights Agreement • December 8th, 1999 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies • New York
1 EXHIBIT 10.1 DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC. SECURED CONVERTIBLE PROMISSORY NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD,...Secured Convertible Promissory Note • January 21st, 1997 • Dental Medical Diagnostic Systems Inc • Photographic equipment & supplies • New York
EMPLOYMENT AGREEMENT This Employment Agreement (this "AGREEMENT") is made and entered into as of the 20th day of May 1999, by and between Dental Medical Diagnostics, Inc., a Delaware corporation (the "COMPANY"), and Robert H. Gurevitch ("EXECUTIVE")....Employment Agreement • May 28th, 1999 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies • California
1 EXHIBIT 10.37 [LOGO] AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -- GROSS (DO NOT USE THIS FORM FOR MULTI-TENANT PROPERTY) 1. BASIC PROVISIONS ("BASIC PROVISIONS"). 1.1 PARTIES: This Lease...Standard Industrial/Commercial Single-Tenant Lease • March 30th, 2000 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies
OBLIGOR NOTE AGREEMENT DATE ** DECEMBER 10,1997 CREDIT LIMIT INTEREST RATE *B+0.25% OFFICER NO./INITIALS $1,500,000.00 8.750% 48711 THOMAS M. HICKSRevolving Credit Loan & Security Agreement • March 31st, 1998 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies • California
LICENSE AGREEMENT GRANTING THE AUTHORIZATION TO MANUFACTURE PARTIALLY THE PRODUCT CALLED L.E.D. LIGHT (OR APOLLO-E-LIGHT) 1. This contract is made and agreed for by: DMDS Co. Ltd. UK, Pantile, Whistley Green, Hurst, Berks RG10 OES, UNITED KINGDOM with...License Agreement • March 30th, 2000 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies
1 EXHIBIT 10.4 EDUDATA CORPORATION AGENCY AGREEMENTAgency Agreement • January 21st, 1997 • Dental Medical Diagnostic Systems Inc • Photographic equipment & supplies • New York
EXHIBIT B-1 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE...Stock Purchase Warrant • March 30th, 2000 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies
RECITALSIndemnification Agreement • February 28th, 1997 • Dental Medical Diagnostic Systems Inc • Photographic equipment & supplies • Delaware
AGREEMENT This agreement is made between Boston Marketing Company, Ltd. of 12-1, 4-Chome, Higashi-Nippori, Arakawa-Ku, Tokyo, Japan and Dental/Medical Diagnostic Systems LLC of 200 North Westlake Blvd., Suite 202, Westlake Village, CA 91362 that...Marketing Agreement • March 18th, 1996 • Edudata Corp • Security brokers, dealers & flotation companies
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - GROSS (DO NOT USE THIS FORM FOR MULTI-TENANT PROPERTY) 1. BASIC PROVISIONS ("BASIC PROVISIONS") 1.1 PARTIES: This Lease ("LEASE"), dated for reference...Standard Industrial/Commercial Single-Tenant Lease - Gross • April 1st, 1999 • Dental Medical Diagnostic Systems Inc • Dental equipment & supplies
RECITALSExtension of Promissory Notes • February 28th, 1997 • Dental Medical Diagnostic Systems Inc • Photographic equipment & supplies • California
