INVESTMENT BANKING RIDER
This Agreement (the "Agreement") is dated February 24, 2000 and is entered into by and between REMEDENT
USA, INC. (hereinafter referred to as "CLIENT") and THE CHARTERBRIDGE FINANCIAL GROUP, INC.
(hereinafter referred to as "CFG").
1. CONDITIONS. This Agreement will not take effect, and CFG will have no obligation to provide any service
whatsoever, unless and until CLIENT returns a signed copy of this Agreement to CFG (either by mail or facsimile
copy). CLIENT shall be truthful with CFG in regard to any relevant material regarding CLIENT, verbally or
otherwise, or this entire Agreement will terminate and all monies paid shall be forfeited without further notice.
Agreed, CLIENT'S INITIALS:
Upon execution of this Agreement, CLIENT agrees to cooperate with CFG in carrying out the purposes of this
Agreement, keep CFG informed of any developments of importance pertaining to CLIENT's business and abide
by this Agreement in its entirety.
2. SCOPE AND DUTIES. During the term of this Agreement, CFG will perform the following services for
2.1 Advice and Counsel. CFG will provide advice and counsel regarding CLIENT's strategic business and
financial plans, strategy and negotiations with potential lenders/investors, joint venture, corporate partners and
others involving financial and financially-related transactions.
2.2 Mergers and Acquisitions. CFG will provide assistance to CLIENT, as mutually agreed, in identifying M&A
candidates, assisting in any due diligence process, recommending transaction terms and giving advice and
assistance during negotiations.
2.3 Introductions to the Investment Community. CFG has a familiarity or association with numerous
broker/dealers and investment professionals across the country and will enable contact between CLIENT and/or
CLIENT's affiliate to facilitate business transactions among them. CFG shall use its contacts in the brokerage
community to assist CLIENT in establishing relationships with private equity capital sources (