From: fkallens@denmat.com [mailto:fkallens@denmat.com]
Sent: Thursday, August 26, 2010 3:37 PM
To: info@71white.com
Cc: SDavis@denmat.com
Subject: snap it

Dear Bill,

I enjoyed speaking to you today about Den-Mat's new Snap-It product.

Snap-it! is available as a quadrant of 6 units or less or as a full arch which can covers either an upper or lower arch. These products are part of the Snap-On product line and are now being made available for local laboratories. The Snap-It is completely tooth-borne and unlike flippers and partial dentures, Snap-It! doesn't cover the palate or the gum tissue. It is also an ideal implant temporary. It simply snaps in place allowing the patient to eat and drink with it comfortably. Once dentists try Snap-It!, they generally discontinue the use of flippers.

Snap-it! Quadrant also serves as an excellent removable partial denture in cases where the gaps between the teeth are not greater than 20mm.

The "Snap-it!" product is created using the unique patented tapered design feature that gives the appliance the most comfortable and natural function and fit. It is flexible, yet incredibly strong, and can last for years and simply snaps into place over the patient's existing dentition, locking in an easy revenue source for your laboratory.

Snap-it! Quadrant is currently available to dentists directly from Den-Mat for $250, and the full arch is available for $425. Local Labs participating in this program will pay $175 for the quadrant and $350 for the full arch and will sell the Snap-it! directly to their customers earning up to $75 per case. Den-Mat will pay the freight both ways.

Den-Mat encourages all dentists to utilize the local laboratory that is providing the "Snap-it" product and Den-Mat will provide marketing collateral for the lab or dentist to use in communicating this new product offering so that everyone is aware that it is now available through their local lab directly.

There is no investment. No bench time. Simply send us the impression and we send you the finished case.

Snap-It! comes with a 12 month warranty backed by an industry leader of 30 years.

Please take a look at this DVD that further explains this new Snap-It Laboratory program, Just click on the link and it will take you right to the DVD http://www.youtube.com/watch?v=vtfq82UM2es

DENTISTS WILL BE ASKING FOR THE SNAP-IT! BY NAME, BE SURE YOU HAVE IT TO OFFER YOUR CUSTOMERS.

I have attached the agreement that we are looking for you to sign and return. Once I receive this agreement, I will be sending to you a package that includes a patient model of an actual Snap-It case, DVD and marketing brochure that provides more information.

You can either fax the agreement back to (805) 922-6933 or email it to sdavis@denmat.com.

Again, thanks Bill for your interest in becoming one of Den-Mat's first laboratories to start offering the New Snap-It product.

Look forward to hearing from you.

Freddy Kallens
1-800-433-6628 ext. 6106
fkallens@denmat.com


THIS AGREEMENT is made on , 2010 BETWEEN [______________] (“Lab”) AND DEN-MAT HOLDINGS, LLC (Den-Mat).

BACKGROUND:

(A) Den-Mat manufactures and sells removable dental appliances marketed under the brand names Snap-On Smile®" and Snap-it!™” as well as related products.
(B) Den-Mat is conducting a multi-million dollar trade and consumer advertising campaign (the “Campaign”) promoting the “Snap-On Smile" and “Snap-it!” dental appliances to both dentists and consumers.
(C) Den-Mat intends that the Campaign will reach a substantial percentage of the licensed dentists in America.
(D) Lab currently sells products directly to Dentists.
(E) Lab wishes to sell the Snap-it! brand dental appliance, Den-Mat’s partial or full arch removable dental appliance that snaps into place (the “Product”).

The parties agree as follows:

1. APPOINTMENT

1.1. For a period of 12 months, unless terminated earlier by either party as provided herein, Den-Mat hereby grants to Lab the non-exclusive right to sell the Product to licensed dentists within the Territory and Lab hereby accepts this appointment. For purposes hereof, the “Territory” means the United States of America.

1.2. There are no minimum purchase requirements.

1.3. Either party may terminate this agreement at any time upon 30 days written notice to the other party..

1.4. During the term of this agreement and for a period of six months days thereafter, Lab shall not, directly or indirectly, engage in or have any interest in any business involving the manufacture, distribution, marketing or sale of a removable dental appliance or device substantially similar to Den-Mat’s Snap-On Smile or Snap-it! devices (other than its sale of the Product in accordance with this Agreement). The foregoing restriction shall apply only to a full or partial arch that snaps into place in a similar fashion to the Snap-On Smile full arch product or the Snap-it! partial or full arch product. It is understood that there are other types of temporaries and a variety of removable arches, flippers, and “suck down” temporaries available in the marketplace, and that Lab shall be free to sell these types of temporaries and any other temporary or any other dental products that are not substantially similar to the Snap-On Smile or Snap-it! devices, without restriction. In addition, nothing contained herein shall in any way restrict Lab’s right to continue to sell any products that Lab currently sells.

2. PRODUCT ORDERS

2.1. Den-Mat shall supply the Product to the Lab in accordance with purchase orders from the Lab submitted with each case.

2.2. When submitting a case to Den-Mat, the Lab shall provide impressions in accordance with the instructions and using the materials provided by Den-Mat.

2.3. Should a Product sold by the Lab under this Agreement require a remake, Den-Mat will bear the costs associated with a remake to the extent covered by Den-Mat’s warranty, a copy of which is attached.

3. PRICE AND PAYMENT

3.1. The price and terms for the Product are provided in Den-Mat’s pricelist, which may be changed by Den-Mat from time to time. A copy of Den-Mat’s current pricelist is attached. Den-Mat’s price, unless otherwise specified, shall include payment by Den-Mat for freight both to and from the lab, pursuant to shipping and receiving instructions provided by Den-Mat on its price list. It is understood that Den-Mat may, in its sole discretion, refuse to fill an order for a Product should it determine that the case is not suitable for the Product or should Den-Mat determine the design is not satisfactory. Rush services are available subject to additional charges.

3.2. Simultaneously with each delivery of the Product, Den-Mat shall invoice Lab for the payment of the pertaining order of the Products. Credit terms are provided on the attached price list.

4. TRADEMARKS

Lab is authorized to market and sell the Products under Den-Mat’s trademarks (including the “Snap-it!” trademark), trade names, brands and packaging. Any unauthorized usage of trademarks, trade names, brands or packaging shall constitute grounds for immediate termination of this Agreement and in such an event Den-Mat retains the right to exercise any and all legal remedies.

5. ADVERTISING, PROMOTION AND TRAINING

5.1. Lab shall use commercially reasonable efforts to promote the Product to its customers. Den-Mat will provide such sales and marketing support for the Lab in support of the Lab’s marketing efforts.

5.2. Upon completion by Lab of a one hour training course, Den-Mat shall provide Lab, free of charge, a case model and a catalog or list describing the available materials that the dentist customer of the Lab may elect to use including: initial supply of copies of relevant clinical studies, technical data, educational materials, instruction books and marketing materials If Lab requires additional marketing materials, Den-Mat will use commercially reasonable efforts to supply such materials to Lab at Den-Mat’s cost.

5.3. Lab will be provided with materials so that Lab may invite its dentist customers to both online and live educational activities.

5.4. Den-Mat will make its CE credit on-line training programs available to the customers of the Lab at no cost to Lab.

5.5. Den-Mat shall provide to Lab, free of charge, at least one day of product and customer service training at Den-Mat’s premises. Lab is responsible for their own travel expenses. Den-Mat may allow Lab to provide links on its website to Den-Mat’s website. Den-Mat may allow Lab to use its artwork, collateral material and photos for reproduction to support the sale of the Products. However, Lab will discontinue use of, and return to Den-Mat, any and all such material immediately upon Den-Mat’s request.

6. AMENDMENT, NOTICE AND JURISDICTION

6.1. The Agreement and the schedules can be amended or supplemented only by an instrument in writing duly signed by all Parties.

6.2. This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware. The Parties agree to submit to the exclusive jurisdiction of the courts of Delaware for all purposes relating to this Agreement.

6.3. Any notice or other formal communication given under this Agreement (which does not include fax or email) must be in writing and may be delivered in person, or sent by recognized international courier service (e.g, FedEx or DHL) or registered or certified post to the Party to be served at his address appearing in this Agreement as follows:

(a)

to Lab at:

[ADDRESS]

[CITY, STATE, ZIP]

[PHONE NUMBER]

[EMAIL Address]

Attention: ___________________________

(b)

to Den-Mat at:

2727 Skyway Drive

Santa Maria, CA 93455

Attention: Stephen Ziskind

or at such other address as may be notified to the other Party under this clause.

Any notice or other communication shall be deemed to have been given:

(a) if delivered in person, at the time of delivery; or
(b) if sent by post, on the day of receipt, provided it is sent by registered mail requesting a return receipt; or
(c) if sent by international courier service, on the day of receipt, as evidenced by receipt from the courier service.

6.4. No Party may assign any of its rights or transfer any of the obligations under this Agreement without the prior written consent of the other Party.

6.5. This Agreement may be executed in multiple counterparts, all of which together will constitute one original document.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.

_______________________________________

Lab Name

By:____________________________________

(Signature)

_______________________________________

Printed Name

_______________________________________

Address

_______________________________________

DEN-MAT HOLDINGS, LLC

By: ______________________________

Stephen A. Ziskind, CEO

Please fax back to 805-347-7933

Den-Mat Price List

Product Description List Price Laboratory Price
Snap-It! Quadrant $249.99 $174.99
Snap-It! Full Arch $459.99 $384.99

TERMS OF PAYMENT

Net 30 days

A service charge of 1.5% per month, which is an annual rate of 18%, will be charged on all accounts over 30 days

Warranty Policy

Snap-It! Limited Warranty

This warranty covers any defects in materials or workmanship in the Snap-It! appliance, and runs for one (1) year from the date patient receives the Snap-It!

Warranty covers:

DenMat will repair or replace a Snap-It! that proves to be defective in materials or workmanship. In some cases, a new Snap-It! may need to be manufactured either from the existing impression or from a new impression taken by a dentist. The repaired or replacement Snap-It! will be covered under the original warranty for the remaining time, if any, of the warranty period.

If your Snap-It! becomes damaged during the warranty period, and the conditions set forth in this warranty have been met and no exclusion applies, return to the dentist who provided the appliance for diagnosis. If the providing dentist no longer is available, contact DenMat at 800-926-1500 for another authorized dentist in your area. The selection of the dentist in the warranty process will be within the sole discretion of DenMat.

It is the responsibility of the dentist to send the item for repair to DenMat freight prepaid at any time during the warranty period. There will be no handling charge for warranty work for the first 90 days of the warranty period. During this initial 90 day period, there will be no charge for repair or replacement and return freight. After 90 days, there will be a $49 handling fee (US dollars) for all warranty claims, which will include return shipping.

Conditions that must be met for warranty to apply:

1. To obtain warranty service, the providing dentist will need a Return Authorization Number from DenMat. This can be obtained by calling 800-926-1500, or by emailing warranty@snaponsmile.com. If emailing, please provide a description of the problem.

2. If patient purchased the Snap-It! directly from DenMat on credit terms, payments must be current to receive warranty service.

Warranty does not cover:

1. Cash refunds.

2. Changing shade from the original prescription request. No shade change will be made in ---any warranty claim for any reason.

3. Modifying the teeth numbers from the original prescription request.

4. Damage or defects resulting from: a) failure to follow DenMats instructions,

b) improper insertion, c) abuse or d) improper dental hygiene.

5. Incidental or consequential damages, exemplary damages, including inconvenience, lost wages or pain and suffering.

6. Claims resulting from modifications made by the patient or dentist to the appliance.

7. Any dental fees charged by dentist are not covered unless specifically approved in writing in advance by DenMat.

Your Rights Under State Law:

This warranty gives you specific legal rights and you may also have other rights which vary from state to state. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. In addition, some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

Visit www.snaponsmile.com or contact us at 800-926-1500 or warranty@snaponsmile.com if you have any questions or comments.