**Exhibit 10.2**

 

Investment BankingAgreement with Lincoln Equity Research, LLC, dated September 13, 2001

 

 

 

 

 

Lincoln Equity Research, LLC

 

3000 W. MacArthur Blvd., Suite 510 Santa Ana, CA 92704-6916

714 435-7999  Fax 714435-7932  www.lincolnequity.com

 

 

 

 

#### **REMEDENT USA, INC**

## **INVESTMENTBANKING AGREEMENT**

 

 

 

**A.**            **AGREEMENT**:  **Remedent USA, Inc**., herein referred to as“REMM”,herebyenters into agreement with **Lincoln Equity Research, LLC,** hereinreferred to as “LER” for the purpose of providing Investment Banking servicesto REMM. The principals of LER are licensed securities brokers and principalsof an Office of Supervisory Jurisdiction of **Lloyd, Scott & Valenti, Ltd.,**member NASD, SIPC. LER agrees to provide the hereinbelow described services toREMM, and REMM agrees to provide the hereinbelow described compensation forsaid services.

 

This Agreement shall commence upon executionhereof and continue for one year, subject to paragraph D (3) below.

 

**B.           SERVICES PROVIDED:**

 

**1.          **LER will use its“best efforts” to provide ongoing research coverage, business evaluation, andother analysis to REMM that LER deems appropriate.

 

**2.          **LER will provide aNASD Series 7 Licensed Broker to REMM to correspond with shareholders,potential investors and the investment community.

 

**3.          **LER may forwardpotential investor names to REMM.  REMMagrees to mail its investor packages to said potential investors in a timelymanner and assumes all costs of such mailings. REMM understands that LER will have no responsibility to mail any REMMinvestor relations materials.

 

**4.          **LER may introducecandidates to REMM for strategic alliance, joint venture, or other beneficialbusiness relationship, based upon subsequent agreement between the parties.

 

**5.          **LER may introduceinstitutional investors to REMM and/or schedule events within the financialcommunity in an effort to develop institutional investment in REMM, based uponsubsequent agreement between the parties.

 

**6.          **LER will post and maintain REMM research report(s) on LER website and useits “best efforts” to follow-up with “hits” requesting such REMM report(s).

**7.          **The partiesrecognize, confirm and agree that in those circumstances where LER is called

upon by REMM toutilize extraordinary effort and activity, such as, but not limited to, directmarketing to LER proprietary databases or databases agreed to by both parties,a subsequent agreement between the parties, if required, must first be reachedcovering said extraordinary effort and activity.

 

**C.            COMPENSATION: **As compensation for LER’s services underthis Agreement, REMM hereby promises and agrees to compensate LER in thefollowing manner:

 

 
| 1.     | $7,500  initial fee for due diligence and research services due upon execution of  this agreement, on or before September 24, 2001.                                                     |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                    |
| 2.     | $2,500 per  month for services beginning the first of the month following the public  release of any announcement or research report.                                                   |
|   |                                                                                                                                                                                    |
| 3.     | Immediate  issuance of one hundred thousand (100,000) shares of Common Stock of REMM, to  be received by LER prior to public release of REMM Research Report.                           |
|   |                                                                                                                                                                                    |
| 4.     | Immediate  issuance of a stock option agreement to purchase a total of 200,000 common  shares of REMM at a strike price of   $.15 per share exercisable immediately upon issuance. |
|   |                                                                                                                                                                                    |
|   | This option  agreement will contain a cashless exercise provision and will be exercisable  for a period of two years                                                                    |
|   |                                                                                                                                                                                    |

###### **D.            TERMS AND CONDITIONS**

 
| 1      | This  Agreement may be cancelled upon 30 days advanced written notice to the  non-terminating party, except that said 30 day written notice of cancellation  may not be given during the calendar month in which this Agreement is  executed.                                                            |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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| 2.     | REMM agrees  to reimburse LER for all reasonable and documented travel, car rental, meals,  lodging, catering and other expenses for LER personnel incurred in the  performance of LER’s obligations under this Agreement, and LER agrees to  obtain approval of REMM for such expenses in advance. |
|   |                                                                                                                                                                                                                                                                                                     |

 

**E.             REPRESENTATIONS AND WARRANTIES**:  REMM and LER hereby represent and warrant asfollows:

 
| 1.     | LER  will perform a due-diligence analysis of REMM, and REMM consents to the same  and agrees to complete any submitted Directors & Officers Questionnaires  in a timely manner and provide additional reasonable information that may be  requested by LER to facilitate LER’s completion of due-diligence.                                                                                                                             |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 2.     | Both  REMM and LER have full legal authority to enter into this Agreement.  The execution, delivery and providing of  services under this Agreement within the time and manner herein specified  will not conflict with, nor result in a breach of, nor constitute default to  any existing agreement, indenture, or other instrument to which either REMM  or LER is currently a party or by which either entity may be bound or  affected. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.     | REMM and LER both hereby confirm and agree that in  every written communication to individuals or entities other than REMM or  LER, as contemplated by this Agreement or any other agreement between  the parties, there shall be written disclosure that LER is being compensated  in cash and securities for services provided to REMM.                                                                                                         |

 

**F.             CONFIDENTIAL DATA:**  All information, knowledge or dataconcerning or obtained as a result of this Agreement will be deemedconfidential information.  Neither partyshall divulge any confidential information unless required by a court ofcompetent jurisdiction governmental entity or regulatory agency.\

 

**G.            INDEMNITY:**   REMM hereby agrees and consents that itwill indemnify LER for any legal actions or administrative proceeding broughtagainst LER or REMM arising from services provided by LER under this Agreementor any other agreement between LER and REMM, due to any misstatements ofmaterial fact or the omission of material fact arising from any information ordocumentation furnished by REMM to LER

 

**H.            ASSIGNMENTS: **This Agreement is binding and shallinure to the benefit of the parties heretoand their respective successors and assigns, provided that notwithstanding the foregoing, neither party shall assign or transfer any rightsor obligations hereunder, except that:

 
| 1.     | REMM may assign or transfer this Agreement  to a successor corporation in the eventof a merger, consolidation, transfer, or sale of all or substantially  all of the assets of REMM, provided that no such further assignment shall  relieve REMM from liability for the obligations assumed by it hereunder. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                          |
| 2.     | LER may assign or transfer this Agreement  to any affiliate of LER or its employees, providedthat LER first receives the prior written  consent of REMM and that such assignment (if consented to by REMM) shall not  relieve LER from liability for its obligations hereunder.                               |

 

 

**I.              ENTIRE AGREEMENT:** Each of theparties hereby covenants that this Agreement is intended to and does containand embodies herein all of the understandings and agreements, both written andoral, of the parties hereby with respect to the subject matter of thisAgreement and that there exists no oral agreement or understanding, expressedor implied, whereby the absolute, final and unconditional character and natureof this Agreement shall be in any way invalidated or adversely affected.  There are no representations or warrantiesother than those set forth herein.

 

**J.             ARBITRATION:**  This Agreement shall be deemed to be made,governed by, interpreted under and construed in all respects in accordance withthe commercial rules of JAMS.  Thischosen jurisdiction is irrespective of the country or place of domicile orresidence of either party.  In the eventof controversy arising out of the interpretation, construction, performance orbreach of this Agreement, the parties hereby consent to adjudication under thecommercial rules of JAMS.  Both partiesfurther agree and consent to personal service of process in any such action orproceeding outside of the State of California which shall be tantamount toservice in person within Orange County, California and shall confer personaljurisdiction.  Said venue of thearbitration shall be in Orange County, California.  Judgment on the award rendered by the arbitrator may be enteredin any federal or state court in Orange County, California.  The Laws of the State of California shallgovern all disputes regarding this matter.

 

**K.            ATTORNEY FEES:**  In the event a dispute arises over theinterpretation or performance of any party under this Agreement, and as aresult of said dispute, a claim, action, arbitration or suit should arise, theparties hereby agree that the non-prevailing party in said claim action,arbitration, or suit shall pay the reasonable attorney fees and litigationexpenses of the prevailing party.

 

**L.            ADDRESS OF PARTIES:**Each party shall atall times keep the other party informed as to its principal place ofbusiness.  The parties shall alsopromptly notify the other party of any change of address.

 

**M.           NOTICES**:  All notices that are required to be givenmay be sent pursuant to the provisions of this Agreement and shall be sent tothe parties’ principal place of business by certified mail, with returnreceipts requested, or by overnight package delivery service.  Notices shall be valid from the date ofmailing as indicated by registered postmark or validated airmail receipt.

**N.          MODIFICATION AND WAIVER**: Modification orwaiver of any of the provisions of this Agreement shall be effective only ifmade in writing and executed with the same formalities as are present withinthis Agreement. The failure of any party to insist upon strict performance ofany of the provisions of this Agreement shall not be construed as a waiver ofany subsequent default of the same or similar nature or of any other nature orkind.

 

|                         |                                   |   |                             |                            |   |
|------------------------------|----------------------------------------|--------|----------------------------------|---------------------------------|--------|
| **AGREED TO AND  ACCEPTED**: |                                   |   | **AGREED TO AND  ACCEPTED**:     |                            |   |
|                         |                                   |   |                             |                            |   |
| **Remedent USA, Inc.**       |                                   |   | **Lincoln Equity Research, LLC** |                            |   |
|                         |                                   |   |                             |                            |   |
|                         |                                   |   |                             |                            |   |
| Date:                        |                                   |   | Date:                            |                            |   |
|                         |                                   |   |                             |                            |   |
| By:                     |    /s/ Stephen Ross          |   | By:                              |    /s/ Paul Runyon    |   |
|                         | Stephen Ross, Executive Vice President |   |                             | Paul Runyon, Managing Principal |   |
|                         |                                   |   |                             |                            |   |
|                         |                                   |   | Date:                            |                            |   |
|                         |                                   |   |                             |                            |   |
|                         |                                   |   | By:                              |    /s/ Mike Uberti    |   |
|                         |                                   |   |                             | Mike Uberti, Managing Principal |   |
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