EXHIBIT 10.23
THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.
FORM OF REMEDENT USA, INC.
CONVERTIBLE PROMISSORY NOTE
$100,000 March 23, 2004
For value received, Remedent, USA., Inc. a Nevada corporation ("Company"), promises to pay to Christopher
A. Marlett Living Trust ("Holder"), the principal sum of One Hundred Thousand and 00/100 DOLLARS
($100,000.00). Interest shall accrue from the date of this Note on the unpaid principal amount at a rate equal to
ten percent (10.0%) per annum, compounded annually. This Note is subject to the following terms and
conditions:
1. Maturity.
(a). The Note Balance shall be due and payable on the Maturity Date provided that if prior to the Maturity Date,
on any Restructuring of the Company, this Note will automatically convert to common stock of the Company as
provided in Section 3.
(b). Notwithstanding the foregoing, the entire unpaid principal sum of this Note, together with accrued and unpaid
interest thereon, shall become immediately due and payable upon the insolvency of the Company, the commission
of any act of bankruptcy by the Company, the execution by the Company of a general assignment for the benefit
of creditors, the filing by or against the Company of a petition in bankruptcy or any petition for relief under the
federal bankruptcy act or the continuation of such petition without dismissal for a period of ninety
(90) days or more, or the appointment of a receiver or trustee to take possession of the property or assets of the
Company.
2. Security Agreement. This Note shall be secured by a first security interest in assets of the C