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EXHIBIT 10.48
JOINT VENTURE AGREEMENT
This agreement is entered into between Denics Co., Ltd. ("Denics") and
American Dental Technologies, Inc. ("ADT") effective April 1, 1997.
WHEREAS, pursuant to paragraph 2 of the Third Memorandum Agreement dated
February 23, 1996 between ADT and Denics, ADT has the right to buy into the
joint venture for the PAC Rim territories; and
WHEREAS, ADT is hereby exercising its right to buy into the joint venture
for the PAC Rim territories,
NOW THEREFORE, the parties agree as follows:
1. Purpose. The purpose of the joint venture will be to
distribute and market dental products in the PAC Rim which is
defined to mean the following countries:
A. China (including Hong Kong)
B. Taiwan
C. Korea (North and South)
D. India
E. Pakistan
F. Australia
G. New Zealand
H. Singapore
I. Thailand
J. Malaysia
K. Indonesia
2. Ownership. The joint venture will be owned 50% by Denics and
50% by ADT. Denics and ADT shall each be entitled to 50% of the
profits and cash distributions. Denics and ADT shall each
contribute 50% of the mutually agreed amount of capital necessary
to operate the joint venture. All assets and inventory of Denics
Pacific Ltd. will be transferred to the joint venture.
3. Management. ADT shall be the manager of the joint venture and
shall have all powers reasonably necessary to conduct the
operations of the joint venture for the benefits of ADT and
Denics. ADT hereby appoints Xxx X. Xxxxxxx to act on its behalf
with full authority to direct and bind the joint venture.
4. Term. The joint venture shall commence on April 1, 1997 and
shall continue until March 31, 2006, unless extended by the mutual
agreement of both parties.
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5. Purchase of Joint Venture Interest. The parties have agreed
that the price ADT will pay for its one-half interest in the joint
venture is $1,000,000 USD. ADT will issue shares of ADT common
stock to Denics in payment therefore as follows:
On December 31, 1996; $333,333.33 USD of ADT common
stock based upon the average closing price of the stock
for the prior 10 trading days.
On April 1, 1997, $333,333.33 USD and on April 1,
1998, $333,333.34 USD of ADT common stock based upon the
average closing price of the stock for the 10 trading
days prior to each date.
ADT, at its sole option, can pay such amounts in cash.
6. Price for Equipment and Parts Supplied by ADT. ADT agrees to supply
equipment and parts to the joint venture at ADT's manufactured cost plus
10%.
Executed as of 31st day of October, 1996 and effective April 1, 1997, but
binding upon approval by the Board of Directors of ADT.
AMERICAN DENTAL TECHNOLOGIES, INC.
/s/ Xxx X. Xxxxxxx
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By: Xxx X. Xxxxxxx, President
DENICS CO., LTD.
/s/ Xxxxx Xxxx
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By: Xxxxx Xxxx, President
