1.

Contribution and Assumption of Liabilities.

3.

Miscellaneous .

REMEDENT, INC.

By: /s/ Guy De Vreese

Guy De Vreese, Chairman of Board of Directors

By: /s/ Robin List

Robin List, Chief Executive Officer

SYLPHAR USA, INC.

By: /s/ Robin List

Robin List, Chief Executive Officer and

President

2

Remedent Inc: 1 share

Remedent N.V. : 99 shares

Total:                100 shares

1.

SALE AND PURCHASE OF THE SHARES  

1.1.

Sale and Purchase of the Shares

1.2.

Purchase Price

1.3.

Payment of the Purchase Price

a)

1,000,160 € in the form of a unsecured non-interest bearing promissory note in the form attached hereto as Exhibit A (the “Promissory Note”). It is agreed by Purchaser and Seller that payment under the Promissory Note shall be due and payable within thirty (30) business days of Purchaser’s receipt of funds in the amount equal to the Purchase Price from Concordia Funds; and

2.

CLOSING AND SUBSEQUENT OPERATIONS

2.1.

Closing Date

2.2.

Closing

2.3.

Subsequent Operations

3.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

3.1.

Existence of the Company

3.2.

Absence of Adverse Effect

-

are not contrary to any law or regulation, nor to any undertaking binding upon the Seller and/or the Company;

-

do not entitle any third party to terminate or void any agreement or contract entered into by the Company;

-

do not compel the Seller to obtain any authorization or agreement other than those provided for in this Agreement.

3.3.

Securities Issued by the Company

3.4.

Conduct of the Company's Activities

3.5.

Interest

3.6.

Intellectual and Industrial Property Rights

3.7.

Litigation

3.8.

Accuracy of the Seller’s Representations and Warranties

4.

CONFIDENTIALITY

5.

EXPENSES

6.

MODIFICATIONS

7.

APPLICABLE LAW

8.

JURISDICTION

9.

ENTIRE AGREEMENT

Signed by Guy De Vreese

duly authorised for and

on behalf of

REMEDENT Inc.

)

)

)

)

/s/ Guy De Vreese

Signed by Robin List

duly authorised for and

on behalf of

REMEDENT Inc.

)

)

)

)

/s/ Robin List

Signed by Guy De Vreese

Duly authorized for and

On behalf of

REMEDENT N.V.

)

)

)

)

/s/ Guy De Vreese

Signed by Guy De Vreese

For Remedent Professional Holdings Inc.

On behalf of

REMEDENT N.V.

)

)

)

)

/s/ Guy De Vreese

1.

the company incorporated according to the laws of Nevada:

-

hereinafter referred to as: the “Contributor”;

2.

the private company with limited liability:

-

hereinafter referred to as: the “Acquirer”.

-

Contributor and Acquirer have entered into an agreement, hereinafter referred to as: the “Agreement”, regarding the contribution in kind to the Acquirer of the following:

-

four hundred sixty thousand five hundred sixty-eight (460,568) shares in the capital of Sylphar USA Inc, with registered office at 500 N Rainbow Boulevard Ste 300A, Las Vegas, Nevada, United States of America, filed at the Secretary of State of Nevada in Nevada, United States of America, under number: E0689842008-3, being the total outstanding share capital of Sylphar USA Inc, hereinafter referred to as: the “Sylphar USA Shares”;

-

two (2) shares in the capital of Remedent Asia PTE Ltd (to be renamed to: Sylphar Asia PTE Ltd), with registered office at 896 Dunearn Road 03-06CSime Darby Centre, Singapore 589472, Singapore, filed at the Accounting And Corporate Regulatory Authority in Singapore, under number: 200508868G, being the total outstanding share capital of Remedent Asia PTE Ltd, hereinafter referred to as: the “Sylphar Asia Shares”.

-

one hundred (100) shares in the capital of Sylphar N.V., with registered

-

to pay a consideration of one million one hundred sixty euro (€ 1,000,160.00) by Acquirer to Contributor;

-

to allocate and administer the balance of the aggregate value of the Shares and the consideration as share premium in the books of the Acquirer.

1.

The Contributor contributes and transfers to the Acquirer, who herewith accepts the Shares, in accordance with the Agreement referred to hereinabove.

2.

The contribution of the Shares has been executed as of today.

1.

The Consideration for the Shares amounts to one million one hundred sixty euro (€ 1,000,160.00).

2.

With regard to the consideration Contributor and Acquirer declare that Contributor hereby renounces his claim against Acquirer, which claim consists of the right on payment of aforementioned amount. Aforementioned right of payment of the consideration is hereby converted into a right to repay a loan. Contributor hereby acquires the right on repayment of aforementioned loan by Acquirer. Acquirer hereby declares to repay aforementioned loan to Contributor, under the conditions as agreed upon between Acquirer and Contributor, which will be laid down in a separate document.

4.

The balance of the aggregate value of the Shares and the consideration will be allocated and administered as share premium in the books of the Acquirer.

Remedent N.V. : 18,000 shares

Total :

18,000 shares

1.

SALE AND PURCHASE OF THE SHARES  

1.1.

Sale and Purchase of the Shares

1.2.

Purchase Price

1.3.

Payment of the Purchase Price

2.

CLOSING AND SUBSEQUENT OPERATIONS

2.1.

Closing Date

2.2.

Closing

2.2.2.

Delivery of the Remedent Inc. shares to the Seller on the Closing Date:

2.2.3.

Execution and delivery of the Voting Agreement, attached hereto as Exhibit A

2.3.

Subsequent Operations

3.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

3.1.

Existence of the Company

3.2.

Absence of Adverse Effect

-

are not contrary to any law or regulation, nor to any undertaking binding upon the Seller and/or the Company;

-

do not entitle any third party to terminate or void any agreement or contract entered into by the Company;

-

do not compel the Seller to obtain any authorization or agreement other than those provided for in this Agreement.

3.3.

Securities Issued by the Company

3.4.

Accuracy of the Seller’s Representations and Warranties

4.

CONFIDENTIALITY

5.

EXPENSES

6.

MODIFICATIONS

7.

APPLICABLE LAW

8.

JURISDICTION

9.

ENTIRE AGREEMENT

Signed by Guy De Vreese

duly authorised for and

on behalf of

REMEDENT Inc.

)

)

)

)

/s/ Guy De Vreese

Signed by Robin List

)

)

)

)

/s/ Robin List

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.

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.

10.4

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).

(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.

(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;

(a)

to offer all Shares held by them to such third party on the terms and conditions stated in the notice referred to above and to cooperate to the subsequent transfer of their Shares; or

(b)

to make a matching offer for all of the Shares to the other Shareholders or otherwise to enable those Shareholders who are willing to accept the offer to sell their Shares at terms and conditions which are the same as those of the third party offer, provided that:

(i)

completion of such acquisition and the payment of the purchase price can be accomplished within 3 months from the date of the original notice; failing which

(ii)

the Shareholders shall cooperate, if so required by the Shareholder that made the notice, to offer the Shares to the original third party offeror;

(a)

the Shareholder shall notify as soon as practically possible the other Shareholders of the offer received, including all details thereof relevant for the other Shareholders to assess whether they wish to sell their Shares;

(b)

together with the notification provided for in paragraph (a), the Shareholder must offer his Shares for sale to the other Shareholders against the relevant price offered by the third party, without such offer subsequently having been accepted by any of the other Shareholders;

(c)

arrangements have been entered into with the relevant third party offeror to the effect that:

(i)

that third party offeror is also willing to purchase on equivalent terms and conditions from the other Shareholders the Shares which the other Shareholders may wish to sell;

(ii)

all Shareholders are offered to participate on equal terms and conditions as vendors in the sale of the total number of Shares to be transferred to the offeror, pro rate to the number of Shares held by them;

(iii)

the third party offeror must have submitted a signed statement by a duly authorized person confirming that it is bound to the provisions of this clause 14.3.

(iv)

the third party will enter into this Agreement, by executing of an accession agreement.

14.4

All Shares sold pursuant to this provision shall be conducted in accordance with the applicable laws.

15.3

The costs and expenses of a an Exit shall be borne by the Company.

(a)

divulge to any person any Confidential Information;

(b)

use any Confidential Information for his own purposes or for any purposes other than the lawful purposes of the Group;

(c)

through any failure to exercise due care and diligence, permit or cause the disclosure of any Confidential Information to any person;

(i)

required by applicable law, including but not limited to the laws and rules promulgated by the United States Securities and Exchange Commission, or Stock Exchange rules or by any competent authority, without there being a reasonable means to challenge the imposed disclosure, but in any case only after consultation with the other Investors about the timing and content of such disclosure;

(ii)

disclosure to its professional advisers, subject to a duty of confidentiality and only to the extent necessary for any lawful purpose in his capacity as Party to this Agreement; and

(iii)

to the extent that at the date hereof or hereafter the related Confidential Information has become public knowledge otherwise than through the unlawful disclosure by the relevant Investor or the Senior Manager.

(a)

using the outcome of research and development relating to the OTC dental products in Remedent’s professional business so long as such products do not compete with the Companies OTC dental products in the OTC markets;

(b)

carrying on Remedent’s own professional business (non-OTC business) generally; and

(c)

trading in Sylphar products in accordance with agreements or arrangements at ‘arm’s length’ to that extent, as may be in place from time to time between the Companies and Remedent.

(a)

be engaged in or concerned with the conduct of OTC oral care products currently being sold by the Existing OTC Subsidiaries or any business involving the production of or the trading in any OTC products as developed, produced or traded by the Companies, or the provision of services developed or provided by the Companies as developed, produced, traded or provided for the OTC market at the time of termination of this Agreement in respect of that relevant Investor, or which may compete therewith;

(b)

persuade or cause, or attempt to persuade any employee or any distributor or commercial agent of any Group member to terminate his relationship with that Group member;

(c)

persuade any Group member’s customers or suppliers or any other person doing business with any Group member to terminate its relationship with that Group member;

(d)

knowingly assist any competitor of the Group to a material extent in any activity referred to in paragraph (a) hereof;

(e)

use the name ‘Sylphar’ or any abbreviation thereof or any combination including such name, or the logo or trade name of any Group member or its products, other than incidentally and to the extent not detrimental to the Companies; and/or

(f)

make or prepare an offer for any of the Group’s assets, for as long as CF is a Shareholder.

18

DIVIDEND

(a)

when sent by facsimile 2 (two) business hours after receipt. Receipt shall be deemed to have occurred when transmission of such facsimile communication has been completed and a positive transmission report has been produced by the transmitting machine; For the purposes of this provision, ‘business hour’ shall mean any time between 09.00 and 18.00 hours on a Business Day in the country of the addressee;

(b)

when sent by courier service 2 (two) days after dispatch;

(c)

when sent by registered mail 2 (two) days after dispatch.

20.3

The Parties agree that if there is a conflict between a provision of this Agreement and a provision of the Articles of Association, they shall observe the provisions of this Agreement to the effect that:

(a)

if the Articles of Association prescribe the observance of requirements which are less stringent than the corresponding requirements set forth in this Agreement, the Parties shall observe the latter requirements; and

(b)

if the Articles of Association prescribe the observance of requirements which are more stringent than the corresponding requirements set forth in this Agreement, upon the latter requirements having been satisfied the Parties shall without discretion co-operate in ensuring that the former requirements are also satisfied without delay.

21

TERMINATION

21.1

This Agreement shall terminate:

(a)

in respect of any Party in the capacity as Shareholder or Investor: upon such Shareholder or Investor ceasing to be a Shareholder or indirect Shareholder;

(b)

in respect of any Party in the capacity as Senior Manager: upon such Senior Manager ceasing to be actively involved in the Group’s business and management thereof; or

(c)

in respect of all Parties: upon all Shareholders ceasing the hold any Shares following and Exit or otherwise.

22.8

This Agreement shall not constitute any right of the Subsidiaries to demand the performance of undertakings by the Investors.

CONCORDIA FUND B.V.

/s/ Saskia van Walsum
by: Saskia van Walsum
title: attorney-in-fact ( gevolmachtigde )

REMEDENT, INC.

/s/ Guy De Vreese
by: Mr. Guy De Vreese
title: Chairman / attorney-in-fact

REMEDENT OTC B.V.

/s/ Robin List

by: Mr. Robin List
title: managing director ( bestuurder )

ROBIN LIST

/s/ Robin List

SYLPHAR HOLDING B.V.

/s/ Robin List
by: Mr. Robin List
on behalf of TSL Invest BVBA
title: managing director ( bestuurder )

SYLPHAR USA, INC

/s/ Robin List
by: Mr. Robin List
title: Chief Executive Officer

SYLPHAR N.V.

/s/ Robin List
by: Mr. Robin List
title: managing director ( afgevaardigd bestuurder )

SYLPHAR ASIA PTE. LTD.

/s/ Robin List
by: Mr. Robin List
title: Chief Executive Officer

Shareholder

# of Shares

Percentage

Remedent OTC

18,000

100%

1

Reports and Information

1.1

The statements of fact (excluding any statements of fact that result from the interpretation of the authors) contained in the Reports were true and accurate in all material respects at the dates when such documents were issued (and the Reports do not omit to state any fact thereby rendering materially misleading any statement therein contained).

1.2

All information necessary to enable CF to make a reasonably informed assessment of the Companies and their businesses have been disclosed to it and/or its advisors.

2

The Companies and the Warrantors

2.1

Each of the Companies and the Warrantors is validly existing and is a company duly incorporated under the law of its jurisdiction of incorporation.

2.2

Each Warrantor and each of the Companies has the full power and authority to enter into and perform this Agreement and any other documents to be executed by them or said pursuant to or in connection with this Agreement or the Carve-Out Documents, which, when executed, will constitute valid and binding obligations on them, in accordance with their respective terms.

2.3

Each Warrantor and each of the Companies has taken or shall cause to be taken all corporate action required by it to authorize it to perform in accordance with this Agreement and the Carve-Out Documents, and any other documents to be executed by it pursuant to or in connection therewith.

3

Corporate information

3.1

The Company is the sole legal and beneficial owner of 100% of the issued share capital in the Existing OTC Subsidiaries, with full title to those shares and no existing encumbrances whatsoever, and those shares have been properly and validly issued and are each fully paid.

3.2

No person has the right, or has claimed to have the right, (whether exercisable now or in the future and whether contingent or not) to any profits or to call for the conversion, issue, registration, sale or transfer, amortisation or repayment of any share capital or any other security giving rise to a right over, or an interest in, the capital of any of the Companies under any option, agreement or other arrangement (including conversion rights and rights of pre-emption), other than as appearing from the their Constitutional Documents as disclosed to CF.

3.3

The Constitutional Documents made available to the Company and CF are true and accurate copies of the Constitutional Documents of the other Companies and there have not been and are not any breaches by any of the Companies of its constitutional documents which will have a material adverse effect on its business.

3.4

The registers and minute books required to be maintained by each of the Companies under the law of the jurisdiction of its incorporation, (i) are up-to-date, (ii) have been maintained in accordance with applicable law and (iii) contain proper records of all matters required to be dealt with in such books and records, in each case in all material respects.

3.5

All material filings, publications, registrations and other formalities required by applicable law to be delivered or made by the Companies to company registries in each relevant jurisdiction have been duly delivered or made on a timely basis.

4

Litigation and claims

5

Carve-Out Warranties

6

Accounts

6.1

The 2007-2008 Accounts are true and accurate in all material respects, the profit and loss account and related notes contained in the 2007-2008 Accounts the give a true and fair view of the results of the Existing OTC Subsidiaries for the 12 month period ended 31 March 2008 and the balance sheet and related notes contained in the 2007-2008 Accounts give a true and fair view of the financial position of the relevant Existing OTC Subsidiaries at the end of that period.

6.2

The 2007-2008 Accounts have been properly prepared in accordance with good accounting practice and in accordance with all statutory requirements and the bases and policies of accounting adopted for the purpose of preparing the 2007-2008 Accounts are the same as those adopted in preparing the audited accounts of the Existing OTC Subsidiaries in respect of preceding accounting reference periods.

6.3

The 2007-2008 Accounts do not include any unusual, exceptional, non-recurring or extraordinary item of income or expenditure (save as expressly disclosed therein).

6.4

Since the 2007-2008 Accounts Date there has been no material adverse change in the financial or trading position or prospects of the Existing OTC Subsidiaries.

7

Permits and Licenses

8

Contracts

8.1

Since the Accounts Date no part of the business of the Existing OTC Subsidiaries has been adversely effected by the loss of any customer or of any source of supply or by the cancellation or loss or decrease in value of any order or contract or by any other abnormal factor or event not affecting similar businesses to a like extend nor are there any circumstances likely to lead thereto.

8.2

By entering into this Agreement and performing their obligations thereunder, to the knowledge of the Warrantors nor the Companies violate any laws and regulations applicable to them or interfere with any rights or third parties.

8.3

The terms and conditions of the Carve-Out Documents permit the entering into by the Companies and the Warrantors of the present Agreement and the carrying out of the transactions and the performance of their respective obligations hereunder, and such performance is not conditional upon the consent of any person.

9

Intellectual Property Rights

1

Competitive Interests and Conflicts of Interest

1.1

Robin List nor any persons connected with them has any interest directly or indirectly in any business which is or is likely to be or become competitive with the business of any of the Companies.

1.2

The Companies have no obligation or liability whatsoever to Robin List or any persons connected with him nor (without prejudice to the generality of the foregoing) any liability or obligation to make any payment by way of pension contribution, redundancy, gratuity, compensation or otherwise to him or his connected persons.

1.3

Full details of all transactions involving Robin List in connection with the Carve-Out Agreements have been disclosed in writing to CF.

1.4

Immediately following Completion, Robin List does not have any contractual or non-contractual business or management relationship with Remedent other than as appears from to the Carve-Out Agreements and this present Agreement.

1.5

No employment or other contract (subsisting or terminated) contains any provisions which purportedly entitle any person to prevent Robin List and/or TSL Invest from being a director, employee or shareholder of any of the Companies or from being a shareholder or employee of a company which provides Robin List's services to any of the Companies.

2

Interests

2.1

Except for: (a) his (indirect) shareholding in the Company, (b) his shareholding in TSL Invest and (c) shares held in companies listed on a Stock Exchange for investment purposes and representing less than 3 (three) per cent. of the shares of that class, Robin List has no interests in any business or partnership nor is he interested in the shares of any company nor does he or any persons connected with him have any interest in any contract or agreement with the Company, Remedent or the Existing OTC Subsidiaries nor does he or any such persons own any property used by the Company, Remedent or the Existing OTC Subsidiaries.

2.2

The entire issued share capital in TSL Invest and 50% of the issued share capital in Remedent OTC is owned by Robin List and no rights, encumbrances, rights to profit or option rights in favour of any other person whatsoever exist in respect of those shares except as otherwise set forth in the Voting Agreement.

3

Criminal Offences

3.1

Robin List has not been convicted of a criminal offence, other than a road traffic offence not punished by a custodial sentence.

1

The Companies undertake that they shall, unless each of the Investors otherwise agrees:

(a)

New Business : effect any expansion, development or evolution of the Companies’ business through any of them or a wholly owned subsidiary of any of them;

(b)

Adequate Insurance : insure with a reputable insurance firm and keep so insured at all times:

(i)

all its respective insurable assets and undertakings which a prudent company would insure against loss (including loss of profits), damage and such other risks as a prudent company would insure against; and

(ii)

all its respective insurable potential liabilities in respect of which a prudent company would insure;

(iii)

the directors and supervisory directors of the Company for such liabilities as CF may agree from time to time;

(c)

Enforce Rights : enforce to their full extent the obligations of the Senior Managers under the relevant terms of employment (or contract for services as the case may be) with the Company and/or any other Group Company and the rights of the Company under the Carve-Out Documents;

(d)

Intellectual Property Rights : take all reasonable steps within its power to protect its Intellectual Property Rights and make such applications and effect such renewals or extensions thereof as are required to keep the same in force;

(e)

Confidential Information : take all reasonable steps within its power to protect information which is confidential to it;

(f)

Compliance with Laws : comply with all applicable legislation and regulations (maintain all required consents and licences and notify each Shareholder immediately if it loses any such consent or licence or if any such consent or licence expires; and

(g)

Act : cooperate in good faith with Remedent to establish adequate and effective internal control in compliance with the Sarbanes-Oxley Act of 2002 (“ Act ”) and the related rules and regulations promulgated under such Act so long as Remedent is a shareholder of Remedent OTC and to the extent that the consolidation of the financial statements of Remedent OTC is required under the United States securities laws.