Prepared by R.R. Donnelley Financial -- Warrant Agreement dated 01/11/2002


  
 WARRANT AGREEMENT 
 EXHIBIT 10.33 
  
 This WARRANT AGREEMENT (this “Agreement”) is made and
entered into as of January 11, 2002, between REMEDENT USA, INC., a Nevada corporation (the “Company”) and investors listed on signature page. 
  
 R E C I T A L S 
  
 WHEREAS, the Company proposes to issue to
Holders 675,000 warrants (the “Warrants”), each such Warrant entitling the holder thereof to purchase one share of Common Stock of the Company (the “Exercise Shares,” “Shares,” or the “Common Stock”); and

  
 WHEREAS, the Warrants which are the subject of this Agreement will be issued by the Company to Holder as part of
consideration payable to Holder in connection with an investment by the Holder into the Company pursuant to a Securities Purchase Agreement on even date herewith. 
  
 NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the Parties hereto agree as follows: 
  
 A G R E E M E N T 
  
 1.  Warrant Certificates. The warrant certificates to be delivered pursuant to this Agreement (the “Warrant Certificates”) shall be in the form set forth in Exhibit A, attached hereto and made a part hereof, with
such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Warrant Agreement. 
  
 2.  Right to Exercise Warrants. Each Warrant may be exercised from the date of this Agreement until 5:00 P.M. (Pacific time) on January 11, 2007 (the “Expiration Date”). 
  
 Each Warrant not exercised on or before the Expiration Date shall expire. Each Warrant shall entitle its holder to purchase from the
Company one share of Common Stock at an exercise price of $0.50 per share, subject to adjustment as set forth below (“Exercise Price”). 
  
 The Company shall not be required to issue fractional shares of capital stock upon the exercise of this Warrant or to deliver Warrant Certificates, which evidence fractional shares of capital stock. In
the event that a fraction of an Exercise Share would, except for the provisions of this paragraph 2, be issuable upon the exercise of this Warrant, the Company shall pay to the 
  
 Holder exercising the Warrant an amount in cash equal to such fraction multiplied by the current market value of the Exercise Share. For purposes of this Agreement, the
current market value shall be determined as follows: 
  
 (a)  if the Exercise Shares are traded in the
over-the-counter market and not on any national securities exchange and not in the NASDAQ Reporting System, the average of the mean between the last bid and asked prices per share, as reported by the National Quotation Bureau, Inc., or an equivalent
generally accepted reporting service, for the last business day prior 
 

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to the date on which this Warrant is exercised, or, if not so reported, the average of the closing bid and asked prices for an Exercise Share as furnished to the Company by any member of the
National Association of Securities Dealers, Inc., selected by the Company for that purpose. 
  
 (b)  if the
Exercise Shares are listed or traded on a national securities exchange or in the NASDAQ Reporting System, the closing price on the principal national securities exchange on which they are so listed or traded or in the NASDAQ Reporting System, as the
case may be, on the last business day prior to the date of the exercise of this Warrant. The closing price referred to in this Clause (b) shall be the last reported sales price or, in case no such reported sale takes place on such day, the average
of the reported closing bid and asked prices, in either case on the national securities exchange on which the Exercise Shares are then listed or in the NASDAQ Reporting System; or 
  
 (c)  if no such closing price or closing bid and asked prices are available, as determined in any reasonable manner as may be prescribed by the Board of Directors
of the Company. 
  
 3.  Mutilated or Missing Warrant Certificates.    In case any of
the Warrant Certificates shall be mutilated, lost, stolen or destroyed prior to its expiration date, the Company shall issue and deliver, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and
in substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor and representing an equivalent right or interest. 
  
 4.  Reservation of Shares.    The Company will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued
Shares or its authorized and issued Shares held in its treasury for the purpose of enabling it to satisfy its obligation to issue Shares upon exercise of Warrants, the full number of Shares deliverable upon the exercise of all outstanding Warrants.

  
 The Company covenants that all Shares which may be issued upon exercise of Warrants will be validly issued, fully
paid and nonassessable outstanding Shares of the Company. 
  
 5.  Rights of
Holder.    The Holder shall not, by virtue of anything contained in this Warrant Agreement or otherwise, prior to exercise of this Warrant, be entitled to any right whatsoever, either in law or equity, of a stockholder of the
Company, including without limitation, the right to receive dividends or to vote or to consent or to receive notice as a shareholder in respect of the meetings of shareholders or the election of directors of the Company of any other matter.

  
 6.  Investment Intent.    Holder represents and warrants to the Company that Holder
is acquiring the Warrants for investment and with no present intention of distributing or reselling any of the Warrants. 
 

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 7.  Adjustment of Number of Shares and Class of Capital Stock
Purchasable.    The Number of Shares and Class of Capital Stock purchasable under this Warrant Agreement are subject to adjustment from time to time as set forth in this Section. 
  

	 	(a)  Adjustment
	 
	for Change in Capital Stock. If the Company: 
 

  
   (i)  pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock; 
  
  (ii)  subdivides its outstanding shares of Common Stock into a greater number of shares; 
  
 (iii)  combines its outstanding shares of Common Stock into a smaller number of shares; 
  
 (iv)  makes a distribution on its Common Stock in shares of its capital stock other than Common Stock; or 
  

(v)  issues by reclassification of its shares of Common Stock any shares of its capital stock; 
  

then the number and classes of shares purchasable upon exercise of each Warrant in effect immediately prior to such action shall be adjusted so that the holder of any Warrant thereafter
exercised may receive the number and classes of shares of capital stock of the Company which such holder would have owned immediately following such action if such holder had exercised the Warrant immediately prior to such action. 

 
 For a dividend or distribution the adjustment shall become effective immediately after the record date for the dividend or
distribution. For a subdivision, combination or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification. 
  

If after an adjustment the holder of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Board of Directors of
the Company shall in good faith determine the allocation of the adjusted Exercise Price between or among the classes of capital stock. After such allocation, that portion of the Exercise Price applicable to each share of each such class of capital
stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Agreement. Notwithstanding the allocation of the Exercise Price between or among shares of capital stock as provided by this Section
8(a), a Warrant may only be exercised in full by payment of the entire Exercise Price currently in effect. 
  
 (b)  Consolidation, Merger or Sale of the Company. If the Company is a party to a consolidation, merger or transfer of assets which reclassifies or changes its outstanding Common Stock, the successor corporation (or
corporation controlling the successor corporation 
 

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 or the Company, as the case may be) shall by operation of law assume the Company’s obligations
under this Warrant Agreement. Upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of a Warrant would have owned immediately after the
consolidation, merger or transfer if the holder had exercised the Warrant immediately before the effective date of such transaction. As a condition to the consummation of such transaction, the Company shall arrange for the person or entity obligated
to issue securities or deliver cash or other assets upon exercise of the Warrant to, concurrently with the consummation of such transaction, assume the Company’s obligations hereunder by executing an instrument so providing and further
providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section 8. 
  
 8.    Successors.    All the covenants and provisions of this Agreement by or for the benefit of the Company or Holder shall bind and inure to the benefit of their respective successor
and assigns hereunder. 
  
 9.    Counterparts.    This Agreement may be
executed in any number of counterparts and each of such counterparts shall for all proposes be deemed to be an original, and such counterparts shall together constitute by one and the same instrument. 
  
 10.    Notices.    Any notice, request, instruction, or other document required by the terms of
this Agreement, or deemed by any of the parties hereto to be desirable, to be given to any other party hereto shall be in writing and shall be given by facsimile, personal delivery, overnight delivery, or mailed by registered or certified mail,
postage prepaid, with return receipt requested, to the following addresses: 
  
 
	 To Purchaser:
 	    	 As listed on signature page
 
	 
	 To Seller:
 	    	 Remedent USA, Inc.
 
	  	    	 17555 Ventura Blvd. Suite 200
 
	  	    	 Encino, CA 91316
 
	  	    	 Fax: (818) 922-0584
 
	  	    	 Attn: Stephen F. Ross, Chief Financial Officer
 
	 
	 With Copy To:
 	    	 Oswald & Yap
 
	  	    	 16148 Sand Canyon Ave.
 
	  	    	 Irvine, CA 92618
 
	  	    	 Fax: (949) 788-8980
 
	  	    	 Attn: Lynne Bolduc, Esq.
 

 
  
 A notice sent as aforesaid may change the persons and addresses set
forth above from time to time. If notice is given by facsimile, personal delivery, or overnight delivery in accordance with the provisions of this Section, said notice shall be conclusively deemed given at the time of such 
 

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 delivery. If notice is given by mail in accordance with the provisions of this Section, such notice
shall be conclusively deemed given seven days after deposit thereof in the United States mail. 
  
 11.  Supplements and Amendments.    The Company may from time to time supplement or amend this Warrant Agreement without the approval of any Holders of Warrants in order to cure any ambiguity or to be
correct or supplement any provision contained herein which may be defective or inconsistent with any other provision, or to make any other provisions in regard to matters or questions herein arising hereunder which the Company may deem necessary or
desirable and which shall not materially adversely affect the interest of the Holder. 
  
 12.  Severability.    If for any reason any provision, paragraph or term of this Warrant Agreement is held to be invalid or unenforceable, all other valid provisions herein shall remain in full force and
effect and all terms, provisions and paragraphs of this Warrant shall be deemed to be severable. 
  
 13.  Governing Law and Venue.    This Warrant shall be deemed to be a contract made under the laws of the State of California and for all purposes shall be governed and construed in accordance with the
laws of said State. Any proceeding arising under this Warrant Agreement shall be instituted in the County of Orange, State of California. 
  
 14.  Headings.    Paragraphs and subparagraph headings, used herein are included herein for convenience of reference only and shall not affect the construction of this Warrant Agreement nor
constitute a part of this Warrant Agreement for any other purpose. 
 

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the date and year first above written. 
  
 
	 “COMPANY”
 	 	  
	 
	 Remedent USA, Inc.,
 a Nevada corporation
  
 /s/  STEPHEN F.
ROSS
 
	 	  
	 By: Stephen F. Ross
 Its: Chief Financial Officer
 	 	  
	 
	 Kolsteeg Beleggingsmaatschappij B.V.
 Manegelaantje 10
 3062 CV Rotterdam
 The Netherlands
 Warrants
Received—200,000 
 	 	 /s/  FRED KOLSTEEG
 
	  	 	 

	 
	 Robert L. Funcken
 Walmolenerf 45
 2807 DD Gouda
 The Netherlands
 Warrants Received—75,000 
 	 	 /s/  ROBERT L. FUNCKEN
 
	  	 	 

	 
	 Hans Kramers
 Raadhuislaan 7
 2242 CR Wassenaar
 The Netherlands
 Warrants Received—150,000 
 	 	 /s/  HANS KRAMERS
 
	  	 	 

	 
	 New BitSnap N.V.
 Xavier De Cocklaan 42
 9831 Deurle
 Belgium
 Warrants Received—33,000 
 	 	 /s/  GUY DEVREESE
 
	  	 	 

	 
	 Lausha N.V.
 Kapitteldreef 33
 9830 St. Martens Latem
 Belgium
 Warrants Received—217,000 
 	 	 /s/  GUY DEVREESE
 
	  	 	 


 
 

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 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT PURSUANT TO A REGISTRATION OR AN EXEMPTION FROM SUCH REGISTRATION AND IN COMPLIANCE WITH SECTION 11 OF THE AGREEMENT
PURSUANT TO WHICH THEY WERE ISSUED. 
  
 Warrant Certificate No. - -01-01 
  
 WARRANTS TO PURCHASE 675,000 SHARES OF COMMON STOCK 
 VOID
AFTER 5:00 P.M., 
 PACIFIC TIME, ON January 11, 2007 
  
 REMEDENT USA, INC. 
 INCORPORATED UNDER THE LAWS 
 OF THE STATE OF NEVADA 
  
 This certifies that, for value received, the investors listed on the
signature page, the registered holder hereof or assigns (the “Warrantholder”), is entitled to purchase from Remedent USA, Inc., a Nevada corporation (the “Company”), at any time during the period commencing at 9:00 a.m., Pacific
Time, on January 11, 2002, and before 5:00 p.m., Pacific Time, on January 11, 2007 at the purchase price per share of $0.50 (the “Warrant Price”), the number of Shares of Common Stock of the Company set forth above (the “Warrant
Shares”). The number of Warrant Shares issuable upon exercise of each Warrant evidenced hereby and the Warrant Price shall be subject to adjustment from time to time as set forth in the Warrant Agreement referred to below. 

 
 The Warrants evidenced hereby represent the right to purchase an aggregate of up to 675,000 shares, subject to certain
adjustments, and are issued under and in accordance with a Warrant Agreement, dated as of January 11, 2002 (the “ Warrant Agreement”), between the Company and the Warrantholder in connection with a Securities Purchase Agreement (the
“Purchase Agreement”) and are subject to the terms and provisions contained in the Warrant Agreement and the Purchase Agreement, to all of which the Warrantholder by acceptance hereof consents. 
  
 The Warrants evidenced hereby may be exercised in whole or in part by presentation of this Warrant Certificate with the Purchase Form
attached hereto duly executed (with a signature guarantee as provided thereon) and simultaneous payment of the Warrant Price at the principal office of the Company. Payment of such price shall be made at the option of the Warrantholder in cash, by
check, or any combination thereof. 
  
 Upon any partial exercise of the Warrants evidenced hereby, there shall be
signed and issued to the Warrantholder a new Warrant Certificate in respect of the Warrant Shares as to which the Warrants evidenced hereby shall not have been exercised. These Warrants may be exchanged at the office of the Company by surrender of
this Warrant Certificate properly endorsed for one or more new Warrants of the same aggregate number of Warrant Shares as evidenced by the Warrant or Warrants exchanged. No fractional Shares of Common Stock will be issued upon the exercise of rights
to purchase hereunder, but the Company shall pay the cash value of any fraction upon the exercise of one or more Warrants. These Warrants are transferable at the office of the Company in the manner and subject to the limitations set forth in the
Warrant Agreement. 
  
 This Warrant Certificate does not entitle any Warrantholder to any of the rights of a
stockholder of the Company unless and until the Warrantholder exercises its rights to purchase Warrant Shares hereunder. 
  
  
 Dated:    January 11, 2002 
 
	 
	  	 	 REMEDENT USA, INC.
 
	 
	  	 	 /s/    STEPHEN F. ROSS
 

	  	 	 By:   Stephen F. Ross
 
	  	 	 Its:   Chief Financial Officer
 

 
 

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 REMEDENT USA, INC. 
 PURCHASE FORM 
  
 Remedent USA, Inc. 
 1220 Birch Way 
 Escondido, CA 92027

  
 The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant
Certificate for, and to purchase thereunder,                  Warrant Shares of Common Stock (the “Warrant Shares”) provided for therein, and requests
that certificates for the Warrant Shares be issued in the name of: 
  
                                      
                                        
                                        
                                        
                                        
                     
 (Please Print or Type Name)

                                      
                                        
                                        
                                        
                                        
                     
  
                                      
                                        
                                       
                                        
                                        
                       
 (Address, including zip
code) 
  
                                      
                                        
                                        
                                        
                                        
                     
 (Social Security No. or Tax I.D. No.)

  
 and, if said number of Warrant Shares shall not be all the Warrant Shares purchasable hereunder, that a new Warrant Certificate for the
balance of the Warrant Shares purchasable under the within Warrant Certificate be registered in the name of the undersigned Warrantholder or his Assignee as below indicated and delivered to the address stated below. 
  
 Name of Warrantholder 
 or Assignee:    
                                        
                                        
                                        
                                        
                            
 (Please Print) 
  
 Address:                                    
                                        
                                        
                                        
                                        
    
  
                                      
                                        
                                        
                                        
                                        
                     
  
 Signature:                                   
                                        
                    Dated:                  
                                        
                              
  
 Note:     The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change
whatever, unless these Warrants have been assigned. 
  
 SignaturesGuaranteed:    
                                        
                                        
                                        
                                        
        
 (Signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or by a member
firm of a registered securities exchange or the National Association of Securities Dealers, Inc.) 
  
 

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 ASSIGNMENT 
 (To be signed only upon assignment of Warrants) 
  
 FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto the assignee named below all of the rights of the undersigned represented by the attached Warrant with respect to the number of Warrant Shares covered by the Warrant set forth below: 
  
 (Name and Address of Assignee Must Be Printed or Typewritten) 
  
 
	 Name of Assignee
 
	    	 Social Security No. or Tax ID No.
 
	    	 Address
 
	    	 No. of Warrant Shares
 


 
  
                                      
                                        
                                        
                                        
                                        
                     
  
 and does
hereby irrevocably constitute and appoint
                                        
 Attorney to transfer said Warrants on the 
 books of the Company, with full power of substitution in the premises. 
  

Dated:                                    
                                        
                                       
                                        
                                        
      
 Signature of Registered Holder 
  
 Note:     The signature on this assignment must correspond with the name as it appears upon the face of the within Warrant Certificate in every particular, without alteration or
enlargement or any change whatever. 
  
 Signature
Guaranteed:                                      
                                        
                                        
                                        
                 
  
 (Signature must be guaranteed by a
bank or trust company having an office or correspondent in the United States or by a member firm of a registered securities exchange or the National Association of Securities Dealers, Inc.) 
 

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