INVESTMENT AND SHAREHOLDERS' AGREEMENT

in connection with the investment by Concordia Fund

in the OTC business of Remedent

11 December 2008

1 Interpretation

4

2 Acquisition of Shares and Call Option

5

3 Representations and Warranties and Tax Indemnity

5

4 Conditions to Completion

7

5 Completion and Payments

8

6 Management Board and Strategic Advice CF

9

7 General Meeting

11

8 Minority Protection

11

9 Reserved Matters

13

10 Conduct of Business and Financial Reporting

14

11 Strategic Business Plan, Due Diligence Action List and Annual Budget

14

12 Call Option

15

13 No Disposal, Share Transfers

16

14 Drag Along and Tag Along Rights

17

15 Exit Strategy

19

16 Liquidation and Exit Proceeds

19

17 Confidentiality and Non-Competition Covenants, Business Development

20

18 Dividend

22

19 Notices

22

20 Use of Powers, Amendment of Articles

22

21 Termination

23

22 Miscellaneous

24

23 Governing Law and Disputes

25

Schedule 1

Definitions

28

Schedule 2

Shareholdings

34

Schedule 3

Representations and Warranties

35

Schedule 4

Manager Representations and Warranties

38

Schedule 5

Covenants and Reporting by the Company

40

Schedule 6

Reserved Matters

43

Schedule 7

Notification Details

45

Schedule 8

Existing OTC Subsidiaries

49

1.

Deed of Issuance

2.

Deed of Transfer

3.

Management Agreement

4.

Constitutional Documents

5.

2007-2008 Accounts

6.

Voting Agreement

(1)

CONCORDIA FUND B.V. , a private limited liability company incorporated under the laws of the Netherlands, whose corporate seat is at Rotterdam, the Netherlands, registered with the trade registry of the chambers of commerce under file number 24416997 (“ CF ”);

(2)

REMEDENT, INC. , a public company incorporated under the laws of Nevada, with its registered offices at Xavier de Cocklaan 42, 9831 Deurle, Belgium, and registered with the Nevada Secretary of State under number C2807329 (“ Remedent ”);

(3)

REMEDENT OTC B.V. , a private limited liability company incorporated under the laws of the Netherlands, whose corporate seat is at Rotterdam, the Netherlands (“ Remedent   OTC ”);

(4)

Mr ROBIN LIST , born on March 28, 1971 in Zaandam, The Netherlands (“ Robin List ”);

(5)

SYLPHAR HOLDING B.V. , a limited liability company incorporated under the laws of the Netherlands whose corporate seat is at Rotterdam (“ Company ”); and

(6)

Each of the entities listed in Schedule 8 (“ Existing OTC Subsidiaries ”);

(A)

Remedent OTC has been incorporated as a wholly owned subsidiary of Remedent, which is a company engaged in the production, development and marketing of professional and consumer or ‘over-the-counter’ (OTC) dental products;

(B)

The OTC business referred to in paragraph (A) above is also commonly referred to as ‘Sylphar’ after the brand name of the relevant product line;

(C)

Subsequent to its incorporation, Remedent OTC incorporated the Company and the Company subsequently acquired the entire consumer market business of Remedent and its group companies through, among other things, the acquisition of 100% shareholdings in the Existing OTC Subsidiaries: Sylphar N.V., Sylphar USA, Inc. and Sylphar Asia Pte,;

(D)

Pursuant to certain arrangements to that effect made between Remedent and Robin List, the latter mentioned Party shall on or about the date hereof have acquired 50% of the issued and outstanding share capital of Remedent OTC B.V. from Remedent, as a result of which Remedent and Robin List together shall own 100% of the issued share capital of the Company on a 50/50 basis and Robin List shall no longer have any equity or other interests in Remedent;

(E)

In connection with their respective shareholding in Remedent OTC, Remedent and Robin List have entered or shall enter into a certain Voting Agreement as referred to herein;

(F)

Robin List has committed himself to be actively involved in the management of the Company and its business for a period specified herein;

(G)

Subject to the terms and conditions hereof, CF has agreed to invest in the OTC business through the subscription for shares in the capital of the Company and the acquisition of shares in the Company from Remedent OTC together constituting 25% of the issued share capital of the Company with the option to increase its shareholding up to 49%;

(H)

The Investors and Robin List now wish to agree the terms and conditions with respect to direct and indirect shareholding in the Company;

1

INTERPRETATION

1.1

Capitalized terms in this Agreement shall have the meaning set out in Schedule 1 (Definitions).

1.2

In this Agreement, save where the context otherwise requires:

(a)

A reference to a ‘person’ shall include a reference to a natural person, a corporation of whichever kind and either with or without legal personality, a firm or a body corporate;

(b)

Headings are for convenience only and shall not affect the interpretation of any provision of this Agreement;

(c)

References to ‘include’, ‘includes’, ‘including’ or similar words or expressions shall be interpreted as a reference to a non-exhaustive list or presentation of matters;

(d)

references to a ‘subsidiary’ of a legal entity shall be construed as a reference to:

(i)

a legal person in which that legal entity and/or one or more of its subsidiaries, pursuant to an agreement with other persons or otherwise, can exercise, solely or jointly, more than one-half of the voting rights at a general meeting of shareholders; or

(ii)

a legal person of which that legal entity or one or more of its subsidiaries is a shareholder and, pursuant to an agreement with other persons entitled to vote or otherwise, can appoint or dismiss, solely or jointly, more than one-half of the managing directors or the supervisory directors, if all persons entitled to vote were to cast their vote.

2

ACQUISITION OF SHARES AND CALL OPTION

2.1

At Completion, subject to the terms and conditions of this Agreement and in reliance on the Representation and Warranties, the Manager Representations and Warranties and the covenants and undertakings of the other Parties hereunder, CF shall:

(a)

purchase from Remedent OTC the Shares identified in the Deed of Transfer in consideration of a purchase price of EUR 1,000,000.-- (one million euro) (it being understood that this amount shall be used by Remedent OTC for the settlement of a payment obligation of Remedent OTC to Remedent incurred pursuant to the Carve-Out Agreements); and

(b)

subscribe for the Shares as identified in the Deed of Issuance for a subscription price equal to EUR 1,000,000.-- (one million euro);

2.2

Subject to Completion occurring, in consideration for CF’s undertakings hereunder including the payment of the subscription price and the purchase price for the Shares as referred to in clause 2.1, Remedent OTC hereby grants the Call Option to CF, and CF accepts that Call Option from Remedent OTC.

2.3

Robin List hereby agrees to commit himself and to devote his time and efforts to the Company and the businesses carried out by the Group in accordance with the terms of the Management Agreement.

3

REPRESENTATIONS AND WARRANTIES AND TAX INDEMNITY

3.1

Each of the Warrantors represents and warrants to CF and the Company that the facts and circumstances set out in Schedule 3 (Representations and Warranties) are true, correct and not misleading. By giving the Representations and Warranties, the Warrantors accept the legal consequences set out in this Agreement in the event that any fact or situation appears not to be as represented or warranted.

3.2

Robin List represents and warrants to CF and the Company that the facts and circumstances set out in Schedule 4 ( Manager Representations and Warranties) are true, correct and not misleading.

3.3

Each of the Warrantors and Robin List acknowledge that the representations and warranties made by each of them are material for CF and that CF is relying on the accuracy of the same in its decision to pursue the Transaction.

3.4

In the event that any facts or circumstances appear not to be as stated or represented in the Representations and Warranties or the Manager Representations and Warranties respectively, each of the relevant Warrantors and (to the extent the Original Manager Representations and Warranties are concerned: Robin List) agrees to indemnify CF or, at the request of CF at its sole discretion, each of the relevant Companies, individually and not jointly, and to hold them same free and harmless from any damages, losses, liabilities, cost and expenses resulting there from and to pay such amount in cash to CF and the relevant Companies necessary to bring them in the position that would have existed had the breach of not occurred.

3.5

Clause 3.4 shall not limit CF’s right to claim specific performance ( reële nakoming ) by the relevant Parties by way of procuring that the facts and circumstances are as represented and warranted.

3.6

Any indemnification by way of cash payment pursuant to this clause 3 shall be subject to the following provisions:

(a)

no indemnification other than for default interests or penalties shall be owed by the Warrantors for tax reassessment resulting only in a carry forward of income or charges from one fiscal year to another and resulting in no additional tax costs for the Company compared to the cost it would have borne without such reassessment;

(b)

for the purpose of calculating the indemnification due by the Warrantors, any benefit that the Company may actually have obtained at the latest as of the date the indemnification was paid pursuant to this indemnification obligation, and particularly, the corresponding reserve specifically made in the Accounts for the purpose of covering the relevant costs or risks and the indemnification due under insurance policies taken out by the Companies shall be taken into account;

(c)

no indemnification shall be due unless the total amount thereof exceeds EUR 25,000.-- (in which case the whole amount and not only the excess amount shall be due), provided however that any damage, even if less than EUR 25,000,-- shall be taken into account in connection with the indemnification obligation if such a damage is of recurring nature, namely if it shares the same origin or cause as another damage, provided that the aggregate amount of the damages of a recurring nature exceeds the sum of EUR 25,000.--

3.7

CF shall not be entitled to claim any compensation for breach of Representations and Warranties or Manager Representations and Warranties:

(i)

in respect of: the Representations and Warranties set out in paragraphs 1, 2, 3 and 5 of Schedule 3 , and Manager Representations and Warranties: upon expiry of the period during which any person can take any action as a result of which CF become or could reasonably have become aware of:

(a)

the absence of a fact or situation the presence of which is warranted or represented; or

(b)

the existence of a fact or situation the absence of which has been warranted or represented;

(ii)

with respect to all other Representations and Warranties and Manager Representations and Warranties: upon expiry of 24 months from the Completion Date.

3.8

CF shall not be entitled to claim any cash compensation for breach of Representations and Warranties and/or Manager Representations and Warranties to the extent that such amount of compensation exceeds the total nominal amount of the investments made hereunder by CF.

3.9

Remedent hereby irrevocably and unconditionally undertakes with CF and each of the Companies to indemnify and hold the Companies and CF harmless from:

(a)

any Taxes, by way of payment of the relevant amount of Taxes to the Company and/or Existing OTC Subsidiaries, to the extent such Taxes are attributable to any period up to and including 31 March 2008, unless sufficient provisions are included with respect to those Taxes in the 2007-2008 Accounts;

(b)

any other Taxes resulting from the transactions carried out in accordance with the Carve-Out Documents; and

(c)

any costs, claims, actions, attachments, damages, expenses (including costs of legal defense counsel) or legal or other regulatory requirements incurred or suffered by the Companies or CF as a result of the transactions contemplated by the Carve-Out Documents and/or ongoing Stock Exchange requirements resulting from the listing of Remedent’s stock at NASDAQ and the financial consolidation of the Company in Remedent’s accounts.

4

CONDITIONS TO COMPLETION

4.1

The obligation of CF to proceed with the Completion, shall be subject to the satisfaction on or prior to the Completion Date of each of the following conditions, unless waived by each of the Investors:

(a)

There not having occurred a material adverse change to the Group’s financial position, level of trading or prospects;

(b)

Robin List has become the owner of 50% of the issued share capital of Remedent OTC;

(c)

The Carve-Out Documents have been executed by all relevant parties thereto copies of which have been submitted to CF and completion of the transactions contemplated thereby have become unconditional;

(d)

The Voting Agreement has been entered into;

(e)

The Management Agreement has been entered into; and

(f)

Copies of the relevant documents in evidence of the matters of fact set out in paragraphs have been made available to CF.

5

COMPLETION AND PAYMENTS

5.1

Completion shall take place on the Completion Date at the offices of RE Attorneys at Emmaplein 2, Amsterdam (The Netherlands).

5.2

Ultimately on the Completion Date CF shall pay EUR 2,000,000.— for the purpose of settlement of the subscription price and the purchase price for the Shares as referred to in clause 2 (Acquisition of Shares and Call Option) into the third party account of the Notary Fortis Bank N.V. account number 24.89.76.133 in the name of Albers Schot en van Tienen IBAN: NL83 FTSB 0248 9761 33 / BIC: FTS BNL2R (quoting reference ‘Project Sylphar’).

5.3

At Completion, the following shall take place in the following order (or to the extent that any of the documents referred to below have already been executed, shall be deemed to have taken place at Completion):

(a)

a meeting of the Management Board and (to the extent necessary) the management boards of the Existing OTC Subsidiaries will be held at which it shall be resolved or ratified that the Carve-Out Documents and this Agreement shall be entered into; and

(b)

a General Meeting and (to the extent necessary) general meetings of the Existing OTC Subsidiaries shall be held at which shall be resolved or ratified that;

(a)

the Carve-Out Documents and this Agreement are approved and/or shall be entered into;

(b)

the Shares shall be issued and transferred to CF through the execution of the Deed of Issuance and the Deed of Transfer; and

(c)

the Company, Sylphar N.V. and Robin List (in person and through his management company TSL Invest) shall execute the Management Agreement.

5.4

If at any time during or after Completion any further action is necessary or desirable in order to implement the Transaction, each Party shall execute and deliver any further documents and take all such necessary action as may reasonably be requested by the other Parties.

6

MANAGEMENT BOARD AND STRATEGIC ADVICE CF

6.1

The management of the Companies shall be carried out by Robin List together with one or more other Senior Managers as may be the case, subject to the terms and conditions of this Agreement, the Articles of Association, the Constitutional Documents and the Management Agreement (or management services agreement or employment agreement of the relevant other Senior Manager), and in accordance with and aimed at the implementation of the Business Plan.

6.2

The Management Board of the Company shall as soon as practicable after Completion be strengthened with a Senior Manager with the title and function of financial director/business controller to be recruited by the Company in good consultation between the Shareholders.

6.3

In addition to the provisions set out in 6.2, the constitution of the Management Board and/or the team of Senior Managers shall furthermore be determined from time to time by CF, Remedent OTC and Robin List as follows:

(a)

the operations and management of the Company and the Subsidiaries shall at the request and directions of CF from time to time be reviewed;

(b)

The management team will be reviewed at the request of CF and may be strengthened or changed at the suggestion of CF; and

(c)

CF shall have the right make a binding nomination for the appointment of at least one Senior Manager identified in accordance with this clause 6.3, either as director or non-statutory director or manager.

6.4

Management of Subsidiary Companies shall be carried out by the Senior Managers unless CF and Remedent OTC together through consultation determine otherwise.

6.5

The Management Board shall be authorized to represent the Company. If more than one member of the Management Board is in office, any member acting individually shall also be authorized to represent the Company.

6.6

The Shareholders shall from time to time assess whether or not institution of a supervisory board within the Company becomes appropriate from a good corporate governance perspective. The Company shall not have a supervisory board, unless the General Meeting otherwise determines by amendment of the Articles of Association to that extent with the prior approval of CF and against terms and conditions regarding appointment, removal and nominations rights reasonably acceptable to CF, which shall include the right to make binding nomination for the appointment of at least one member of that supervisory board.

6.7

Each Shareholder undertakes to procure that the General Meeting shall at all times appoint the person whose name appears first on the binding list of nominees submitted by CF in accordance with the terms hereof. At the request of the holders of CF to that effect, the General Meeting shall forthwith suspend or remove a any person appointed in accordance with its nomination.

6.8

CF shall be entitled from time to time to appoint a person to attend all meetings of the Management Board and the supervisory board (if installed by the Company) as an observer and any person so appointed shall be given (at the same time as the Managing Directors) notice of all meetings and all agendas, minutes and other papers relating to such meetings. The observer shall be entitled to attend any and all such meetings and to speak and suggest items to be placed on the agenda for discussion, provided that an observer shall not be entitled in any circumstances to vote. CF may remove an observer appointed by it and appoint another person in his place. Upon request by CF the Company and the Senior Managers shall procure that the observer (or any other person nominated by the CF) is able to attend the board meetings of any of the Subsidiaries on the same terms.

6.9

CF will provide input, advice and assistance to the extent possible in order for the Senior Managers to successfully roll out and realize the Business Plan and to assist in evaluating and updating the Business Plan and the implementation thereof from time to time in accordance with the terms hereof.

6.10

CF shall be entitled to a quarterly management fee amounting to EUR 5,000.-- excluding VAT, payable at the end of each quarter (for the first time on 31 December 2008) which fee shall be increased with 1% of the amount of each additional investment in the Company by CF (either by way of the exercise of the Call Option or otherwise) and to be indexed annually at a rate equal to the CBS price index for professional services (provided that the fee cannot be decreased). The fee is to be considered an ‘all-in’ fee covering all time, efforts and costs incurred by CF and its employees or affiliated persons related to the Company, including the identification of acquisition and/or Exit opportunities and shall be deemed to include travel costs and out of pocket expenses.

6.11

Robin List agrees to and, where applicable, shall procure that TSL Invest shall tender their resignation as director of each of the Companies upon termination of the Management Agreement (for any reason whatsoever) without limitation to any rights Robin List and/or TSL Invest may have against the Companies in connection with the Management Agreement, failing which the Shareholders and all other Parties shall forthwith procure, cooperate to and/or exercise their voting or other rights in favor of the dismissal of TSL Invest and/or Robin List respectively in their capacity as director of the relevant Companies.

7

GENERAL MEETING

7.1

The annual General Meeting shall be held within 6 (six) months from the end of each Accounting Period at the offices of the Company unless otherwise agreed in advance by all Shareholders.

7.2

Other General Meetings shall be held as often as a Shareholder or group of Shareholders holding at least 10% (ten per cent.) of the issued share capital of the Company deems necessary.

7.3

The agenda for the annual General Meeting shall in any event contain the following matters:

(a)

the annual report;

(b)

adoption of the Annual Accounts of the previous Accounting Period and the allocation of the net profits;

(c)

discharge of each of the Management Board members for their management duties;

(d)

filling of any vacancy in the Management Board; and

(e)

any other proposals put forward for discussion by CF or the Management Board.

7.4

Meetings of the General Meeting shall be conducted in English, unless the meeting unanimously resolves differently. Minutes shall be kept of the proceedings at each General Meeting by a secretary to be designated by the meeting. All minutes shall be in the English language. The minutes shall be adopted by the chairman and shall be signed by him as evidence thereof.

7.5

General Meetings shall be convened by the Management Board. The convening shall take place no later than the fifteenth day prior to the date of the meeting. The notice of the meeting shall state the subject matters of the meeting, without prejudice to the provisions of the Articles of Association.

8

MINORITY PROTECTION

8.1

Without limitation of the other rights CF may have, the following decisions of the General Meeting shall require a resolution of the General Meeting adopted by a meeting at which more than 75% of the votes cast are in favour of such proposed resolution in a meeting in which more than 75% of the issued Shares are present:

(a)

amendment of the Articles of Association;

(b)

the legal merger ( juridische fusie ), split-off ( splitsing ) to which the Company is a party;

(c)

the adoption or amendment of any management regulations ( bestuursreglement );

(d)

issuance of Shares or the right to acquire any Shares, or the delegation of right to resolve upon the issuance of Shares;

(e)

the setting aside of pre-emptive right ( voorkeursrecht ) in respect of Shares;

(f)

the approval of the acquisition ( verkrijging ) by the Company of Shares and/or the decreasing of share capital ( kapitaalvermindering ) of the Company;

(g)

the payment of dividend or distribution on the account of any freely distributable reserves or other reserves;

(h)

voluntary dissolution ( ontbinding ) or winding-up ( liquidatie ) of the Company;

(i)

the approval of any proposed Share transfer, or the creation of a right of pledge or usufruct or the transfer of voting rights to a holder of any such rights;

(j)

the appointment, dismissal or suspension of any director of the Company;

(k)

the determination of remuneration of any director or the alteration thereof;

(l)

the appointment of special representatives of the Company in case of conflicting interests between the Company and any Managing Director or the waiver of the right to exercise such right;

(m)

the adoption of Annual Accounts and the allocation of profits to any reserves; and

(n)

the instruction to the Management Board to file for the bankruptcy of the Company.

8.2

As long as CF is a Shareholder, the Investors (other than CF) undertake with CF to procure that the board of managing directors (bestuur) of Remedent OTC shall be composed in accordance with the terms of the Voting Agreement, at Completion being Robin List and two members designated by Remedent, as from Completion being Messrs. Fred. Kolsteeg, Guy De Vreese, either of which directors may be replaced at the discretion of Remedent - should the circumstances so demand - by Stephen Ross. If due to any circumstances whatsoever any of the latter directors

resign, are dismissed or otherwise cease to be a director of Remedent OTC, Remedent shall not have the right to appoint or request the appointment of a replacement director and hereby waives any right it may have in that respect, it being understood that Remedent has the right to nominate one director of Remedent OTC as long as Remedent is a shareholder of Remedent OTC.

8.3

Remedent and Robin List shall procure that one of the directors (being Fred. Kolsteeg, Guy De Vreese and/or Stephen Ross) shall resign from their position as directors of Remedent OTC upon the occurrence of (whichever first occurs):

(a)

a Triggering Event as defined in the Voting Agreement; or

(b)

the exercise by CF of the Call Option (in whole or in one or more parts) as a result of which the total investment hereunder amounts to at least EUR 3,000,000.--;

9

RESERVED MATTERS

9.1

Save as otherwise provided in this Agreement, the Companies undertake not to take any of the actions as set forth in Schedule 6 (Reserved Matters) without the approval of the General Meeting adopted with unanimous Shareholders consent or with affirmative vote of more than 75% of the votes cast in a General Meeting at which more than 75% of the Company’s share capital is represented.

9.2

Notwithstanding any other obligation pursuant to the terms and conditions of this Agreement, the Company and the Senior Managers shall procure that the management board of each Subsidiary shall neither adopt any resolution, nor take any action which is a reserved matter as described in Schedule 6 (Reserved Matters) without the prior written approval of the Company. The decision by the Management Board to that effect shall require the written approval of the General Meeting adopted in accordance with this clause 9.

9.3

The Company and the Senior Managers shall procure that the Constitutional Documents of each of the Subsidiaries of the Company shall always reflect the principles set out in this clause.

9.4

In the event of a vacancy in any board, the Parties in their capacities as shareholders shall fill such vacancy in accordance with the Articles of Association or the relevant Constitutional Documents.

10

CONDUCT OF BUSINESS AND FINANCIAL REPORTING

10.1

The Companies undertake with each Investor to comply with all the obligations and provisions set out in Schedule 5 ( Covenants and Reporting by the Company) or to procure that these are complied with to the extent the provisions or obligations in a specific matter relate to any other Subsidiaries.

10.2

The Senior Managers and CF shall discuss monthly management reporting of the Company and progress of the Strategic Business Plan as referred to in clause 11 (Strategic Business Plan, Due Diligence Action List and Annual Budget) in monthly meetings to be held at the offices of the Company or at the offices of CF in Rotterdam or by conference call as may be agreed from time to time with CF. The Management Board shall schedule such meetings and circulate relevant meeting papers well in advance.

10.3

After the end of each Accounting Period, the Annual Accounts shall be audited. The consolidated audit of the Company shall be carried out by the auditors appointed in accordance with the terms hereof.

10.4

The Companies and each Senior Manager undertakes to CF:

(a)

to respond promptly to such enquiries about the information which has been supplied to the Investors pursuant to this Agreement as CF may from time to time reasonably make; and

(b)

to allow CF access during regular business hours to the books of records of the Companies as may be reasonably required for the purpose of assessing the relevant issues; and

(c)

to discuss with CF the issues identified for discussion from time to time.

11

STRATEGIC BUSINESS PLAN, DUE DILIGENCE ACTION LIST AND ANNUAL BUDGET

11.1

Within three (3) months following Completion the Company – with the support and input of CF - shall prepare a three (3) years Strategic Business Plan for the Group which shall include:

(a)

The company’s mission and vision, strategic objectives, major milestones and critical factors or activities required for ensuring the success of the business;

(b)

The requirements to achieve the strategic objectives including any projects and/or investments in any commercial, organizational, financial, IT or other discipline;

(c)

Three scenarios of growth: a base case, best case and worst case;

(d)

The key financial figures related to the three growth scenarios (P&L and investment requirements).

11.2

The Company shall draft and present a Due Diligence Action List containing the recommendations, quick wins, actions and lessons learned as identified in due diligence performed by CF’s advisors in connection with the Transaction. The Manager commits to put best efforts in order to execute the listed actions within three (3) months following Completion.

11.3

Ultimately 60 (sixty) days prior to the first day of each Accounting Period, the Company shall submit a draft Annual Budget to the Shareholders for approval by the General Meeting. Each Annual Budget shall include:

(a)

The Management Board’s business plan of the Group for the relevant Accounting Period including the sales & marketing plan, proposed projects related to amongst others business development, finance and administration, organization and major business targets to be achieved;

(b)

an operating budget for the relevant Accounting Period, including;

(i)

a breakdown of monthly consolidated revenues, operating expenses, operating results, net interest expenses and net profits;

(ii)

a breakdown of quarterly capital expenditures and cash flow;

(iii)

a breakdown of a projected consolidated balance sheet as at the end of the financial year and projected profit and loss account for the financial year; and

(iv)

a breakdown of expected funding requirements and the proposed methods of meeting those requirements.

12

CALL OPTION

12.1

The Call Option may be exercised by CF at any time during the period 1 January 2009 up to and including 31 December 2010 by giving notice to that effect to Remedent OTC. The Call Option may be exercised in whole or in part, provided that if exercised in part, the remainder of the Call Option rights will continue to be effective during the remainder of the relevant exercise period.

12.2

The purchase price payable upon transfer of the Option Shares, amounts to EUR 2,000,000.-- for all Option Shares. In case CF exercises only part of the Call Option, the purchase price amount shall be calculated as the pro rata part of the amount stated in the previous sentence.

12.3

In the event that the actual EBITDA derived from the Annual Accounts for the Accounting Period ending 31 March 2010 would be less than EUR 1,447,000.--, then the exercise period of the Call Option will be extended up to an including 30 September 2011.

12.4

Exercise of the Call Option may be revoked by CF in writing until the actual transfer of the Option Shares. Upon the notice of exercise of the Call Option being given by CF to Remedent OTC, both Parties shall cooperate to the swift transfer of the relevant number of Option Shares by instructing a civil law notary to effect the transfer of the Shares against payment of the relevant purchase price.

12.5

Remedent OTC herewith irrevocably grants an unconditional power of attorney to CF, with the right of substitution, to do everything on its behalf which may be required to effect the transfer of the Shares pursuant to the Call Option, it being understood that CF may act both for itself as counterparty as well as in its capacity as attorney of Remedent OTC.

13

NO DISPOSAL, SHARE TRANSFERS

13.1

The Investors agree that no direct or indirect Disposal of any Shares shall be permitted except in accordance with the terms hereof, provided that CF shall at all times be entitled to transfer any Shares held by it to any of its Affiliates.

13.2

Without limitation to any other rights CF may have to claim damages actually incurred, in the event of breach of the undertakings of the other Parties set out in clause 13.1, an immediately payable penalty in the amount of EUR 500,000.—shall become due by that relevant other Party to CF (provided CF is not in breach of that clause itself), increased by an amount of EUR 2,500.-- for each day the breach continues.

13.3

Other than in relation to a Sale, it shall be a condition of any transfer of Shares that:

(a)

the transferee, if not already a Party, enters into an undertaking to observe and perform the provisions and obligations of this Agreement by execution of an accession agreement reasonably acceptable to the Investors in his capacity as Shareholder or Senior Manager, as may be the case;

(b)

the performance of the obligations of the new Shareholders are guaranteed by the transferring Shareholder for at least one (1) year following completion of the transfer; and

(c)

all Shares transferred shall be free from all liens, charges and encumbrances and shall carry all rights, benefits and advantages attached to them except the right to any dividend declared but not paid prior to the date of such transfer;

13.4

No issue of Shares or shares in Remedent OTC shall be made to any person who is not already a Party unless that person first enters into an accession agreement in a form and against terms confirmed in advance to be reasonably acceptable to the Investo