** **

**Exhibit 10.3**

 

Stock Purchase Agreement with Dental Advisorsdated September 14, 2001

 

 

**SECURITIESPURCHASE AGREEMENT**

 

THISSECURITIES PURCHASE AGREEMENT (“Agreement”), dated as of September 14, 2001, isby and between Dental Advisors, a Nebraska corporation,("Purchaser"), and Remedent USA, Inc., a Nevada corporation(“Seller”) (collectively, the “Parties”).

 

**WI T N E S S E T H**

 

WHEREAS,Seller has offered for sale to Purchaser units of its securities (the “Units”),each unit consisting of one share of common stock (the “Shares”) and onewarrant exercisable at $0.25 for a term of five years (the “Warrants”), at apurchase price of $0.25 per Unit (the “Purchase Price”).

 

WHEREAS,Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller,Units upon the terms and conditions set forth herein.

 

NOW THEREFORE,in consideration of the promises and respective mutual agreements hereincontained, it is agreed by and between the Parties hereto as follows:

 

**ARTICLE1**

**SALEAND PURCHASE OF THE UNITS**

 

1.1           Sale of the Units.  Upon execution of this Agreement (the"Closing"), subject to the terms and conditions herein set forth, andon the basis of the representations, warranties and agreements hereincontained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase fromSELLER, the Units.

 

1.2           Instruments of Conveyance andTransfer.  As soon as practicableafter the Closing, SELLER shall deliver a certificate or certificatesrepresenting the Units of SELLER to PURCHASER sufficient to transfer all right,title and interest in the Units to PURCHASER.

 

1.3           Consideration and Payment for theUnits.  In consideration for theUnits, PURCHASER shall pay a purchase price of a total of One Hundred TenThousand Five Hundred dollars ($110,500.00) ($0.25 per Unit) (“PurchasePrice”).

 

**ARTICLE2**

**REPRESENTATIONSAND COVENANTS OF SELLER AND PURCHASER**

 

2.1           Seller hereby represents and warrantsthat:

 

(a)           This Agreement and the Units issuablehereunder have been duly authorized by the appropriate corporate action ofSeller.

 

(b)           Seller shall transfer title, in andto the Units to Purchaser free and clear of all liens, security interests,pledges, encumbrances, charges, restrictions, demands and claims, of any kindand nature whatsoever, whether direct or indirect or contingent.

 

(c)           As soon as practicable after eachClosing, Seller shall deliver to Purchaser a certificate or certificatesrepresenting the Units subject to no liens, security interests, pledges,encumbrances, charges, restrictions, demands or claims in any other partywhatsoever, except as set forth in the legend on the certificate, which legendshall provide as follows:

 

THE SHARES (OROTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933.  THESHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ANOPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT ISAVAILABLE.

 

 

                        (d)           Purchaser acknowledges that the Unitswill be “restricted securities” (as such term is defined in Rule 144promulgated under the Securities Act of 1933, as amended (“Rule 144"),that the Units will include the foregoing restrictive legend, and, except asotherwise set forth in this Agreement, that the Units cannot be sold unlessregistered with the United States Securities and Exchange Commission (“SEC”)and qualified by appropriate state securities regulators, or unless Purchaserobtains written consent from Seller and otherwise complies with an exemptionfrom such registration and qualification (including, without limitation,compliance with Rule 144).

 

 

                        (e)           If the Company at any time proposesto register any of its securities under the Act, except on a registrationstatement on Form S-8 or Form S-4, the Company will use its best efforts tocause the Shares,  and the shares ofcommon stock issuable upon exercise of the Warrants (the “Warrant Shares”)owned by Holder to be registered under the Act (with the securities which theCompany at the time propose to register), all to the extent requisite to permitthe sale or other disposition by the Holder (Piggyback Registration Rights);provided, however, that the Company may, as a condition precedent to itseffecting such registration, require the Holder to agree with the Company andthe managing underwriter or underwriters of the offering to be made by theCompany in connection with such registration that the Holder will not sell anysecurities of the same class or convertible into the same class as thoseregistered by the Company (including any class into which the securitiesregistered by the Company are convertible) for such reasonable period aftersuch registration becomes effective as shall then be specified in writing bysuch underwriter or underwriters if in the opinion of such underwriter orunderwriters the Company's offering would be materially adversely affected inthe absence of such an agreement (“underwriter’s lock-up”).  Additionally, the managing underwriter orunderwriters of the offering to be made by the Company in connection with suchregistration may require that Holder enter into an agreement with the Companythat only a percentage of the shares of common stock underlying the Warrantsowned by Holder be registered on such registration statement if in the opinionof such underwriter or underwriters the Company's offering would be materiallyadversely affected in the absence of such an agreement (“underwriter’scarve-out”).  All expenses incurred bythe Company in complying with this Section, including without limitation allregistration and filing fees, listing fees, printing expenses, fees anddisbursements of all independent accounts, or counsel for the Company and orcounsel for the Holder and the expense of any special audits incident to orrequired by any such registration and the expenses of complying with thesecurities or blue sky laws of any jurisdiction shall be paid by theCompany.  Notwithstanding the foregoing,Holder shall pay all underwriting discounts or commissions with respect to anysecurities sold by the Holder.

 

(i)    In the event of any registration of any ofits securities under the Act pursuant to this Section, the Company herebyindemnifies and holds harmless the Holder (which phrase shall include anyunderwriters of such securities), their respective directors and officers, andeach other person who participates, in the offering of such securities and eachother person, if any, who controls the Holder, or such participating personswithin the meaning of the Act, against any losses, claims, damages or liabilities,joint or several, to which each the Holder or any such director or officer orparticipating person or controlling person may become subject under the Act orotherwise, insofar as such losses, claims, damages or liabilities (or actionsin respect thereof) arise out of or are based upon any untrue statement oralleged untrue statement of any material fact contained, on the effective datethereof, in any registration statement under which such securities wereregistered under the Act, any preliminary prospectus or final prospectuscontained therein, or any amendment or supplement thereto, or arise out of orare based upon any omission or alleged omission to state therein an materialfact required to be stated therein or necessary to make the statements thereinnot misleading; and will reimburse each the Holder and each director, officeror participating or controlling person for any legal or any other expensesreasonably incurred by the Holder or such director, officer or participating orcontrolling person in connection with investigating or defending any such loss,claim, damage, liability or action; provided, however, that the Company shallnot be liable in any such case to the extent that any such loss, claim, damageor liability arises out of is based upon an untrue statement or alleged untruestatement or omission or alleged omission made in such registration statement,preliminary prospectus or prospectus or amendment or supplement in relianceupon and in conformity with written information furnished to the Companythrough an instrument duly executed by the Holder specifically stating that itis for use therein.  Such indemnityshall remain in full force and effect regardless of any investigation made byor on behalf of the Holder or such directors, officer or participating orcontrolling person, and shall survive the transfer of such securities by theHolder.

 

(ii)   The Holder shall by acceptance thereof,indemnify and hold harmless the Company and its directors and officers, andeach person, if any who controls the Company, against any losses, claims,damages or liabilities, joint or several, to which the Company or any directoror officer or any such person may become subject under the Act or otherwise,insofar as such losses, claims, damages or liabilities (or actions in respectthereof) arise out of or are based upon any untrue statement or alleged untruestatement of any material fact contained, on the effective date thereof, in anyregistration statement under which securities were registered under the Act atthe request of such holder, any preliminary prospectus or final prospectuscontained therein, or any amendment or supplement thereto, or arise out of orare based upon the omission or alleged omission to state therein a materialfact required to be stated therein or necessary to make the statements thereinnot misleading, in each case to the extent, but only to the extent, that suchuntrue statement or alleged untrue statement or omission or alleged omissionwas made in such registration statement, preliminary prospectus, prospectus,amendment or supplement in reliance upon and in conformity with writteninformation furnished to the Company through an instrument duly executed by oron behalf of such holder specifically stating that it is for use therein; andwill reimburse the Company or such director, officer or person for any legal orany other expense reasonably incurred in connection with investigation ordefending any such loss, claim, damage, liability or action.

 

(f)    If the Company shall be subject to thereporting requirements of the Securities Exchange Act of 1934, as amended (the"1934 Act"), the Company will use its best efforts timely to file allreports required to be filed from time to time with the SEC (including but notlimited to the reports under Section 13 and 15(d) of the 1934 Act referred toin subparagraph (c)(1) of Rule 144 adopted by the SEC under the Act).  If there is a public market for anysecurities of the Company at any time that the Company is not subject to thereporting requirements of either of said Section 13 or 15(d), the Company will,upon the request of Holder, use its best efforts to make publicly available theinformation concerning the Company referred to in subparagraph (c)(2) of saidRule 144.  The Company will furnish toHolder, promptly upon request, (i) a written statement of the Company'scompliance with the requirements of subparagraphs (c)(1) or (c)(2), as the casemay be, of said Rule 144, and (ii) written information concerning the Companysufficient to enable Holder to complete any Form 144 required to be filed withthe SEC pursuant to said Rule 144.

 

2.2   Purchaser represents and warrants to Selleras follows:

 

(a)   Purchaser has adequate means of providing forcurrent needs and contingencies, has no need for liquidity in the investment,and is able to bear the economic risk of an investment in the Units offered bySeller of the size contemplated. Purchaser represents that Purchaser is able to bear the economic risk ofthe investment and at the present time could afford a complete loss of suchinvestment.  Purchaser has had a fullopportunity to inspect the books and records of the Seller and to make any andall inquiries of Seller officers and directors regarding the Seller and itsbusiness as Purchaser has deemed appropriate.

 

(b)   Purchaser is an “Accredited Investor” asdefined in Regulation D of the Securities Act of 1933 (the “Act”) or Purchaser,either alone or with Purchaser’s professional advisers who are unaffiliatedwith, have no equity interest in and are not compensated by Seller or anyaffiliate or selling agent of Seller, directly or indirectly, has sufficientknowledge and experience in financial and business matters that Purchaser iscapable of evaluating the merits and risks of an investment in the Unitsoffered by Seller and of making an informed investment decision with respectthereto and has the capacity to protect Purchaser’s own interests in connectionwith Purchaser’s proposed investment in the Units.

 

(c)   Purchaser is acquiring the Units solely forPurchaser’s own account as principal, for investment purposes only and not witha view to the resale or distribution thereof, in whole or in part, and no otherperson or entity has a direct or indirect beneficial interest in such Units.

 

(d)   Purchaser will not sell or otherwise transferthe Units without registration under the Act or an exemption therefrom andfully understands and agrees that Purchaser must bear the economic risk ofPurchaser’s purchase for an indefinite period of time because, among otherreasons, the Units have not been registered under the Act or under thesecurities laws of any state and, therefore, cannot be resold, pledged,assigned or other­wise disposed of unless they are subsequently registeredunder the Act and under the applicable securities laws of such states or unlessan exemption from such registration is available.

 

ARTICLE 3

MISCELLANEOUS

 

3.1   Entire Agreement.  This Agreement sets forth the entire agreement and understandingof the Parties hereto with respect to the transactions contemplated hereby, andsupersedes all prior agreements, arrangements and understandings related to thesubject matter hereof.  Nounderstanding, promise, inducement, statement of intention, representation,warranty, covenant or condition, written or oral, express or implied, whetherby statute or otherwise, has been made by any party hereto which is notembodied in this Agreement or the written statements, certificates, or otherdocuments delivered pursuant hereto or in connection with the transactionscontemplated hereby, and no party hereto shall be bound by or liable for anyalleged understanding, promise, inducement, statement, representation,warranty, covenant or condition not so set forth.

 

3.2   Notices. Any notice, request, instruction, or other document required by theterms of this Agreement, or deemed by any of the Parties hereto to bedesirable, to be given to any other party hereto shall be in writing and shallbe given by facsimile, personal delivery, overnight delivery, or mailed byregistered or certified mail, postage prepaid, with return receipt requested,to the following addresses:

 
| To Purchaser: | Dental Advisors,  Inc. |
|---------------|------------------------|
|          |                   | 314 North 4th  Street |
|          |                   | Newman Grove, NE  68758 |
|          |                   | Fax: (402)  447-6009 |
|          |                   | Attn: Dr. Edward  Quincy |
|          |                   |   |
| To Seller:    |                   | Remedent USA,  Inc. |
|          |                   | 1220 Birch Way |
|          |                   | Escondido,  CA  92027 |
|          |                   | Fax:  (760) 781-3330 |
|          |                   | Attn: Rebecca M.  Inzunza, President |
|          |                   |   |
| With Copy To: |                   | Senn Palumbo  Meulemans, LLP |
|          |                   | 18301 Von  Karman, Suite 850 |
|          |                   | Irvine, CA  92612 |
|          |                   | Fax: (949)  251-1331 |
|          |                   | Attn: Lynne  Bolduc, Esq. |

 

The persons andaddresses set forth above may be changed from time to time by a notice sent asaforesaid.  If notice is given byfacsimile, personal delivery, or overnight delivery in accordance with theprovisions of this Section, said notice shall be conclusively deemed given atthe time of such delivery.  If notice isgiven by mail in accordance with the provisions of this Section, such noticeshall be conclusively deemed given seven days after deposit thereof in theUnited States mail.

 

3.3   Waiver and Amendment.  Any term, provision, covenant,representation, warranty or condition of this Agreement may be waived, but onlyby a written instrument signed by the party entitled to the benefits thereof.  The failure or delay of any party at anytime or times to require performance of any provision hereof or to exercise itsrights with respect to any provision hereof shall in no manner operate as awaiver of or affect such party's right at a later time to enforce the same.  No waiver by any party of any condition, orof the breach of any term, provision, covenant, representation or warrantycontained in this Agreement, in any one or more instances, shall be deemed tobe or construed as a further or continuing waiver of any such condition orbreach or waiver of any other condition or of the breach of any other term,provision, covenant, representation or warranty.  No modification or amendment of this Agreement shall be valid andbinding unless it be in writing and signed by all Parties hereto.

3.4   Choice of Law.  This Agreement and the rights of the Parties hereunder shall begoverned by and construed in accordance with the laws of the State ofCalifornia including all matters of construction, validity, performance, andenforcement and without giving effect to the principles of conflict of laws.

 

3.5   Jurisdiction.  The Parties submit to the jurisdiction of the Courts of theCounty of Orange, State of California or a Federal Court empaneled in the Stateof California for the resolution of all legal disputes arising under the termsof this Agreement, including, but not limited to, enforcement of anyarbitration award.

 

3.6   Counterparts.  This Agreement may be executed in one or more counterparts, eachof which shall be deemed an original, but all of which shall togetherconstitute one and the same instrument.

 

3.7   Attorneys' Fees.  Except as otherwise provided herein, if a dispute should arisebetween the Parties including, but not limited to arbitration, the prevailingparty shall be reimbursed by the non-prevailing party for all reasonableexpenses incurred in resolving such dispute, including reasonable attorneys'fees exclusive of such amount of attorneys' fees as shall be a premium forresult or for risk of loss under a contingency fee arrangement.

 

3.8   Taxes. Any income taxes required to be paid in connection with the payments duehereunder, shall be borne by the party required to make such payment.  Any withholding taxes in the nature of a taxon income shall be deducted from payments due, and the party required towithhold such tax shall furnish to the party receiving such payment alldocumentation necessary to prove the proper amount to withhold of such taxesand to prove payment to the tax authority of such required withholding.

 

 

IN WITNESSWHEREOF, the Parties hereto have executed this Agreement, as of the date firstwritten hereinabove.

 

Seller

 

Remedent USA,Inc.,

a Nevadacorporation

 

 
| /s/ Rebecca M.  Inzunza |
|-------------------------|
| By: Rebecca M.  Inzunza |
| Its: President  and CEO |

 

 

**Purchaser**

 

**PLEASECHECK ONE:**

 

I.      IfI am an individual, I certify that I am an "accredited investor"because:

 

___X____ I had an individual income of more than $200,000 ineach of the two most recent calendar years, and I reasonably expect to have anindividual income in excess of $200,000 in the current calendar year; or myspouse and I had joint income in excess of $300,000 in each of the two mostrecent calendar years, and we reasonably expect to have a joint income inexcess of $300,000 in the current calendar year.

 

**OR**

_______ I have an individual net worth, or my spouse and I have a jointnet worth, in excess of $1,000,000 (including home and personal property).

 

II.     If PURCHASER is acorporation, partnership, employee benefit plan or IRA, it certifies as follows:

 

A.    Hasthe subscribing entity been formed for the specific purpose of investing in theSecurities?

 

          o   **YES**                                                                                 ý   **NO**

 

If your answer to question A is"No" CHECK whichever of the following statements (1–5) isapplicable to you.  If your answer toquestion A is "Yes" the subscribing entity must be able tocertify to statement **(B)** below in order to qualify as an"accredited investor".

 

The undersigned entity certifies that it isan "accredited investor" because it is:

 

**1**.     _______ an employee benefit plan within themeaning of Title I of the Employee Retirement Income Security Act of 1974,provided that the investment decision is made by a plan fiduciary, as definedin section 3(21) of such Act, and the plan fiduciary is a bank, savingsand loan association, insurance company or registered investment adviser; **or**

 

**2**.     _______ an employee benefit plan within themeaning of Title I of the Employee Retirement Income Security Act of 1974that has total assets in excess of $5,000,000; **or**

 

**3**.     ___X___ each of its shareholders,partners, or beneficiaries meets at least one of the following conditionsdescribed above under IndividualAccredited Investor Status. Please also CHECK the appropriate space in that section; **or**

 

**4**.     _______ the plan is a self directedemployee benefit plan and the investment decision is made solely by a personthat meets at least one of the conditions described above under Individual Accredited Investor Status; **or**

 

 

**5**.     _______ a corporation, a partnership or aMassachusetts or similar business trust with total assets in excess of$5,000,000.

 

**B.          **If theanswer to Question A above is "Yes," please certify thestatement below is true and correct:

 

_______ The undersigned entity certifies thatit is an accredited investor because each of its shareholder or beneficiariesmeets at least one of the following conditions described above under Individual Accredited Investor Status.  Please also CHECK the appropriate space inthat section.

 

**III.  **If PURCHASER is aTrust, it certifies as follows:

 

A. Hasthe subscribing entity been formed for the specific purpose of investing in theSecurities?

 

                   **YES                                                                                    ** **NO**

** **

If your answer to question A is"No" CHECK whichever of the following statements (1–3) isapplicable to the subscribing entity. If your answer to question A is "Yes" the subscribingentity must be able to certify to the statement **(3)** below in order to qualifyas an "accredited investor".

 

The undersigned trustee certifies that thetrust is an "accredited investor" because:

 

_______**1)** the trust has total assets in excess of$5,000,000 and the investment decision has been made by a "sophisticatedperson"; **or**

 

_______**2)** the trustee making the investmentdecision on its behalf is a bank (as defined in Section 3(a)(2) of theAct), a saving and loan association or other institution as defined inSection 3(a)(5)(A) of the Securities Act, acting in its fiduciarycapacity; **or**

 

_______**3)** the undersigned trustee certifies thatthe trust is an accredited investor because the grantor(s) of the trust mayrevoke the trust at any time and regain title to the trust assets and has(have) retained sole investment control over the assets of the trust and the(each) grantor(s) meets at least one of the following conditions describedabove under Individual AccreditedInvestor Status.  Please alsoCHECK the appropriate space in that section.

 

 

 

 

 
| Print Name:                                                                                                        | Dental  Advisors, Inc. |
|--------------------------------------------------------------------------------------------------------------------|------------------------|
|                                                                                                               |                   |
|                 /s/ Edward Quincy, M.D. |
| Dr. Edward Quincy                                                                                                  |

 

Address:  314 North 4th Street, NewmanGrove, NE 68758

Social Security/Tax I.D. Number :  33-0962995