EXHIBIT 10.17
DEBENTURE AGREEMENT
THIS CONVERTIBLE DEBENTURE HAS BEEN ISSUED PURSUANT TO A NON-PUBLIC OFFERING IN
CONFORMITY WITH AN APPLICABLE AND IN RELIANCE ON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES
HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA OR ANY OTHER STATE SECURITIES COMMISSION, NOR REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION. SUCH SECURITIES MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL COUNSEL FOR THE COMPANY
SHALL HAVE DETERMINED THAT THE INTENDED DISPOSITION IS PERMISSIBLE AND DOES NOT
VIOLATE THE SECURITIES ACT OR THE RULES AND REGULATIONS OF THE SECURITIES AND
EXCHANGE COMMISSION THEREUNDER, OR THE PROVISIONS OF ANY APPLICABLE STATE
SECURITIES LAWS OR ANY RULES OR REGULATIONS THEREUNDER.
10 % CONVERTIBLE DEBENTURE
1. PAYMENT OF PRINCIPAL AND INTEREST
The undersigned, Remedent USA, Inc., a Nevada corporation having a
principal place of business at 0000 Xxxxx Xxx, Xxxxxxxxx, XX 00000 ("Maker"),
promises to pay Xx. Xxxxxxx X. Xxxxxx (hereinafter referred to as "Holder"), or
to its successors or assigns, on or before February 8, 2002, at a place or
location designated by Holder, the principal sum of Twenty Five Thousand Dollars
($25,000), bearing simple interest on the unpaid principal at the rate of ten
percent (10%) per annum (computed on the basis of a 365-day year), principal due
and payable on demand and interest payments to be paid quarterly.
2. DEFAULT
Should Maker default on any provision of this Convertible Debenture the
whole sum of the principal and accrued interest shall become immediately due at
the option of Holder. Default shall include, but not be limited to, the failure
of Maker to perform any duties hereunder, the filing as to Maker, of a voluntary
or involuntary petition under the provisions of the Federal Bankruptcy Act, and
the issuance's of any attachment or execution against any asset of Maker.
3. PREPAYMENT AND CONVERSION
Principal and interest on this Convertible Debenture may be prepaid at
any time, in whole or in part, without premium or penalty in lawful money of the
United States. Upon receipt of any prepayment of interest or principal, Holder
hereof shall make a notation on this Convertible Debenture of the payment
received.
(1)
Should Holder at any time desire to convert this Convertible Debenture
into common stock of the Maker, the conversion is at the following value: 30% of
the average trading price (average of bid and ask) for the 30 day period
immediately prior to the maturity date of this Convertible Debenture, for each
dollar of principal and interest outstanding as of the maturity date of this
Convertible Debenture. The conversion of this Convertible Debenture may be in
whole or in any part of the remaining balance on the conversion date at the sole
option of Holder.
4. WAIVER OF PRESENTMENT PROTEST AND NOTICE OF DISHONOR
Maker hereby waives presentment, protest, notice of dishonor, and all
other notices normally required by law, except for notices expressly provided
for in this Convertible Debenture.
5. TIME OF THE ESSENCE
Time is of the essence. Maker and Holder agree that time is of the
essence for the performance of each and every covenant and the satisfaction of
each and every condition contained in this Convertible Debenture.
6. EXTENSION OR RENEWAL
Holder may, from time to time, at his sole discretion extend or renew
this Convertible Debenture for any period regardless of whether the period is
longer or shorter than the original period of this Convertible Debenture,
However, any such extension or renewal of this Convertible Debenture shall not
operate as a change or alteration of any other part of this Convertible
Debenture or of the obligation, in whole or in part, of Maker therein.
7. RELEASE OF PROMISSORY CONVERTIBLE DEBENTURE
Holder may grant releases or compromises of this Convertible Debenture
to any party who is liable to make payment on this Convertible Debenture,
without notice or consent of Maker, and without affecting the liability of Maker
under this Convertible Debenture.
8. CHOICE OF LAW
This Convertible Debenture has been entered into in the State of
California, and the parties hereto expressly agree that this Convertible
Debenture shall be construed in accordance with the laws of the State of
California.
(2)
9. SUCCESSORS AND ASSIGNS
All covenants and agreements herein shall be deemed material and shall
bind Maker and its successors and assigns whether so expressed or not, and all
such covenants and agreements shall inure to the benefit of Holder and his
nominees, successors and assigns, whether so expressed or not.
10. WAIVER
No course or dealing between Holder and Maker and no delay on the part
of Holder in exercising any rights under this Convertible Debenture shall
operate as a waiver of the rights of Holder. No covenant or other provision of
neither this Convertible Debenture, nor any default in connection therewith, may
be waived unless such covenant or other provision or default is waived pursuant
to a written instrument signed by the parties hereto.
11. COSTS AND ATTORNEY'S FEES
In the event legal action is commenced to enforce or interpret any part
of this Convertible Debenture the prevailing party shall be entitled to recover
as an element of his and/or her costs of suit, and not as damages, reasonable
attorney's fees to be fixed by the court. The "prevailing party" shall be the
party who is entitled to recover his and/or her costs of suit, whether or not
the suit proceeds to final judgment. No sum for attorney's fees shall be counted
in calculating the amount of a judgment nor shall the amount of the judgment be
used in determining the reasonableness of the costs or attorney's fees.
WHEREFORE, this Promissory Convertible Debenture is executed as of
February 8, 2001.
"HOLDER"
By:
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Xx. Xxxxxxx X. Xxxxxx
"MAKER"
REMEDENT USA, INC.
By:
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Xxxxxxx Xxxxxxx
Its: President / CEO
(3)
