Exhibit 2.1

STOCK EXCHANGE AGREEMENT entered into by and between RESORT WORLD ENTERPRISES, INC. a Nevada corporation, and REMEDENT USA, INC., an Arizona corporation, Effective as of October 2, 1998 Phoenix, Arizona

STOCK EXCHANGE AGREEMENT

This STOCK EXCHANGE AGREEMENT (this "Agreement") is made and entered into on the dates set forth below, to be effective as of October 2, 1998, by and between RESORT WORLD ENTERPRISES, INC., a Nevada corporation ("RWEI"), REMEDENT USA, INC., an Arizona corporation ("REME").

The persons listed in Exhibit A are all of the shareholders of REME. Such persons are referred to herein as the "Acquired Company's Shareholders." REME is sometimes referred to herein as the "Acquired Company" because the transactions described below will result in the acquisition of REME by RWEI. RWEI, the Acquired Company and the Acquired Company's Shareholders are referred to collectively herein as the "Parties" and sometimes individually as a "Party." Recitals

A. On August 31, 1998, RWEI and the Acquired Company signed a letter of intent (the "Letter of Intent").

B. The Letter of Intent provides for RWEI (and its shareholders, as required) (a) to change the corporate name of RWEI to Remedent USA, Inc., (b) to approve and elect a new board of directors selected by REME, (c) to acquire all of the issued and outstanding stock of REME in exchange for 9,666,120 shares of newly issued and restricted common stock (the "Acquisition Stock") of RWEI that will be issued to the Acquired Company Shareholders, (d) to obtain and to accept the resignation of all existing RWEI officers and directors, (e) to complete any and all delinquent regulatory filings for RWEI, (f) to provide due diligence materials to REME, and (g) at Closing (defined below), for Paul Minichiello and his son, major shareholders of RWEI, to allow their existing stock in RWEI, consisting of 7,341,400 shares, to be redeemed in exchange for the stock of the two operating subsidiaries of RWEI. The Acquisition Stock will be issued in exchange for all of the issued and outstanding stock of the Acquired Company (the "Acquired Company's Stock").

C. The Letter of Intent provides for the Acquired Company's Shareholders to transfer to RWEI, in exchange for the Acquisition Stock, all of the Acquired Company's Stock.

D. The Parties wish to enter into this Agreement to confirm and definitively provide for transactions that are contemplated in the Letter of Intent. When executed and delivered by the Parties as provided below, this Agreement shall supersede and replace the Letter of Intent so far as the transactions provided for in this Agreement are concerned. Other provisions of the Letter of Intent, if any, that are not otherwise provided for in this Agreement, shall survive execution of this Agreement by the Parties unless superseded by any other agreements.

Agreement
THEREFORE, in consideration of the mutual covenants and conditions herein contained, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows.
ARTICLE I. SHARE EXCHANGES

A. Stock Exchanges. RWEI hereby agrees to sell, convey, assign and transfer the Acquisition Stock to the Acquired Company's Shareholders in exchange for their sale, conveyance, assignment and transfer to RWEI of the Acquired Company's Stock. The Acquired Company's Shareholders and the Acquired Company hereby agree to sell, convey, assign and transfer the Acquired Company's Stock to RWEI in exchange for sale, conveyance, assignment and transfer to the Acquired Company's Shareholders of the Acquisition Stock. Unless the Acquired Company's Shareholders otherwise direct, the Acquisition Stock shall be transferred to them in the same proportions as the Acquired Company's Shareholders currently own the Acquired Company's Stock, as shown in Exhibit A.

B. Closing. Consummation of the transactions described in this Agreement (the "Closing") will occur at 9:00 a.m. on or before October 2, 1998 (the "Closing Date") at the offices of Corporate Architects, Inc. in Scottsdale, Arizona or at such other location as is mutually agreeable to the Parties.

C. Restrictions on Transferability of the Acquisition Stock. At the Closing, RWEI shall convey to the Acquired Company's Shareholders good, valid and marketable title to the Acquisition Stock, free and clear of any and all encumbrances, claims, liens, security interests, pledges or mortgages of any kind. The Parties hereby agree that the Acquisition Stock, once acquired by the Acquired Company's Shareholders, will be subject to the restrictions of SEC Rule
144. Unless and until the Acquisition Stock is registered under the Securities Act of 1933 or the Securities Exchange Act of 1934, or until the restrictions under Rule 144 lapse, no Acquired Company's Shareholder shall be entitled to transfer all or any share of the Acquisition Stock to any person or party, unless the Acquired Company's Shareholder first provides RWEI with an acceptable opinion of counsel that the proposed transfer will not violate any applicable law, rule or regulation or any provision of this Agreement. RWEI shall be entitled to place a restrictive legend on all certificates evidencing ownership of the Acquisition Stock that provides notice of the provisions of this paragraph and other applicable provisions of this Agreement.

D. Stock Conveyed by the Acquired Company's Shareholders. At the Closing the Acquired Company's Shareholders shall convey to RWEI good, valid and marketable title to the Acquired Company's Stock, free and clear of any and all encumbrances, claims, liens, security interests, pledges or mortgages of any kind. Following delivery to RWEI of the Acquired Company's Stock, the Acquired Company shall deliver a new stock certificate to RWEI that replaces the Acquired Company's Stock certificate delivered to RWEI as delivered above. The new certificate shall be issued in the name of RWEI.

ARTICLE II. DELIVERIES BY RWEI AT THE CLOSING

A. Deliveries by RWEI. In addition to all other items required to be delivered by RWEI at the Closing under this Agreement, RWEI shall deliver all of the following items to the Acquired Company Shareholders, unless an item described below is to be delivered to a single Party. RWEI shall deliver:

1. the Acquisition Stock to the Acquired Company's Shareholders, by delivery to the Acquired Company's Shareholders of one or more share certificates evidencing ownership of the Acquisition Stock, issued by RWEI in the name of the Acquired Company's Shareholders;

2. a certified copy of RWEI's articles of incorporation, amended as necessary to authorize issuance of the Acquisition Stock, together with a certificate of RWEI's Secretary, confirming that the Acquisition Stock has been duly issued as required in this Agreement;

3. a current Certificate of Good Standing of RWEI, issued by the Secretary of State of the State of Nevada;

4. corporate records of RWEI consisting of at least the following:
certified copies of RWEI's bylaws, complete minute books and a copy of RWEI's stock transfer ledger;

5. a balance sheet of RWEI dated as of December 31, 1997, prepared by RWEI's controller or accountant in accordance with generally accepted accounting principles consistently applied;

6. certificates of the Secretary and the Vice President or the President of RWEI verifying the accuracy and authenticity of all corporate records, other materials, disclosures or documents of RWEI delivered or provided by RWEI at the Closing, and confirming the accuracy on the Closing Date of all representations and warranties of RWEI contained herein;

7. resignations of all officers and members of the board of directors of RWEI, effective as of or prior to the Closing Date;

8. certified copies of resolutions of the board of directors of RWEI authorizing execution and delivery of this Agreement by RWEI and consummation by RWEI of all of the transactions that are contemplated herein;

9. a legal opinion of RWEI's counsel addressed to the Acquired Company in form that is mutually agreeable to the Parties; and

10. copies of all contracts, loan agreements, memoranda and other documents or instruments (in an amount of $5,000 or more) to which RWEI is a party or by which it is bound or to which it or any of its assets is subject.

B. Other Documents and Instruments. RWEI shall also deliver any and all such other documents and instruments of conveyance, assignment and transfer, and such other items, as may be reasonably requested or necessary in order to vest good and marketable title to the Acquisition Stock in the Acquired Company's Shareholders, on or prior to the date of the Closing. All instruments and other documents or instruments exchanged by the Parties shall be in form as needed to effectuate the transactions contemplated by this Agreement or to evidence the same, and shall include any third party consents to the transactions contemplated herein that may be required by the provisions of any contracts, agreements or obligations to which RWEI is a party or pursuant to which a change in the stock ownership of RWEI is deemed to constitute an assignment or transfer requiring such consent or approval. These additional conveyances and transfers shall be made by RWEI with a view toward placing the Acquired Company's Shareholders, on or prior to the date of the Closing in actual possession and full and complete ownership of the Acquisition Stock as provided herein.

ARTICLE III DELIVERIES BY THE ACQUIRED COMPANY'S SHAREHOLDERS AT THE CLOSING

A. Deliveries by the Acquired Company's Shareholders. In addition to all other items required to be delivered by the Acquired Company's Shareholders at the Closing under this Agreement, at the Closing the Acquired Company's Shareholders shall deliver all of the following items to RWEI. The Acquired Company's Shareholders shall deliver:

1. the Acquired Company's Stock, by delivery to RWEI of one or more share certificates evidencing ownership of the Acquired Company's Stock, endorsed in blank by the Acquired Company's Shareholders in the name of RWEI;

2. certified copies of the Acquired Company's articles of incorporation, together with certificates of the Acquired Company's confirming that the Acquired Company's Stock has been duly transferred on the books and records, and in the stock transfer ledgers of the Acquired Company, as required in this Agreement;

3. a current Certificate of Good Standing of the Acquired Company, issued by the Secretary of State of the State of Arizona.

4. corporate records of the Acquired Company's Shareholders consisting of at least the following: certified copies of the Acquired Company Shareholders' bylaws, complete minute books and a copy of the Acquired Company's Shareholders' stock transfer ledger;

5. a balance sheet of the Acquired Company dated as of June 30, 1998, prepared by the controller or accountant of the Acquired Company in accordance with generally accepted accounting principles consistently applied;

6. certificates of the Secretary and the Vice President or the President of the Acquired Company verifying the accuracy and authenticity of all corporate records, other materials, disclosures or documents pertaining to the Acquired Company delivered or provided by the Acquired Company's Shareholders at the Closing, and confirming the accuracy on the Closing Date of all representations and warranties of the Acquired Company's Shareholders and the Acquired Company as contained herein;

7. certified copies of resolutions of the board of directors of the Acquired Company authorizing execution and delivery of this Agreement by the Acquired Company and consummation by the Acquired Company of all of the transactions that are contemplated herein;

8. copies of all contracts of $5,000 (U.S.) or more, loan agreements, memoranda and other documents or instruments to which the Acquired Company is a party or by which it is bound or to which it or any of its assets is subject.

9. In addition, the Acquired Company shall provide RWEI with evidence, reasonably satisfactory to RWEI, that the shares of Paul Minichiello and his son have been redeemed, by exchange of the stock of the two operating subsidiaries of RWEI for all of the shares of RWEI that are currently owned by Paul Minichiello and his son, except for 215,000 shares that they shall be entitled to continue to own after the closing. At a minimum, such evidence shall include copies of the share certificates owned by Paul Minichiello and his son, marked "canceled" and evidence of issuance to Paul Minichiello and his son of the stock of RWEI's two operating subsidiaries.

B. Other Documents and Instruments. The Acquired Company shall also deliver to RWEI any and all such other documents and instruments of conveyance, assignment and transfer, and such other items, as may be reasonably requested or necessary in order to vest good and marketable title to the Acquired Company's Stock in RWEI on or prior to the date of the Closing. All instruments and other documents or instruments exchanged by the Parties shall be in form as needed to effectuate the transactions contemplated by this Agreement or to evidence the same, and shall include any third party consents to the transactions contemplated herein that may be required by the provisions of any contracts, agreements or obligations to which the Acquired Company is a party or pursuant to which a change in the stock ownership of the Acquired Company is deemed to constitute an assignment or transfer requiring such consent or approval. These additional conveyances and transfers shall be made by the Acquired Company with a view toward placing RWEI on, or prior to, the date of the Closing in actual possession and ownership of all of the Acquired Company's Stock as provided herein.

IV. ARTICLE REPRESENTATIONS AND WARRANTIES OF RWEI

RWEI hereby represents and warrants to, and covenants with, the Acquired Company Shareholders that the representations and warranties provided below are true, correct, accurate and complete in any and all respects as of the effective date of this Agreement, and that the same will be true, correct, accurate and complete on and as of the date of the Closing (as though made then and as though the Closing were substituted for the date of this Agreement throughout the following), except as may be set forth in the Disclosure Schedule attached hereto (the "RWEI Disclosure Schedule"). The RWEI Disclosure Schedule will be arranged in paragraphs and subparagraphs that correspond to the designation of subparagraphs below.

A. Organization of RWEI. RWEI is a corporation that is duly organized, validly existing, and in good standing in all material respects under the laws of the State of Nevada.

B. Authorization of Transaction. RWEI has full actual and legal corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder.

C. Enforceable Obligation. This Agreement constitutes the valid and legally binding obligation of RWEI, enforceable against RWEI in accordance with this Agreement's terms.

D. Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby by RWEI will (i) to RWEI's knowledge, violate any statute, law, regulation, rule, judgment, order, decree, stipulation, injunction, charge, or other restriction of any government, governmental agency, or state or federal court to which RWEI or the Acquisition Stock are subject or any provision of the articles of incorporation or bylaws or similar governing rules or documents of RWEI, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any governmental rule, law or regulation of any state or federal court or under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage or instrument of indebtedness or under any other arrangement to which RWEI is a party or by which it or the Acquisition Stock are bound or to which it or any of the Acquisition Stock is subject, (iii) nor result in the imposition of any lien, encumbrance, claim or security interest in, to or affecting any of the Acquisition Stock. To its knowledge, RWEI does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any state or federal government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except those that will be obtained or made prior to Closing or those which would fail to have a material adverse effect on the ability of RWEI to consummate the transactions contemplated by this Agreement.

E. The Acquisition Stock. As of the date of Closing, the Acquisition Stock will constitute, in the aggregate, 78.6 percent of all of the issued and outstanding common stock of RWEI, with the rights, privileges and preferences that are described in RWEI's articles of incorporation. As of the date of Closing the Acquisition Stock will have been duly and validly issued and is and will be nonassessable. The Acquisition Stock will be restricted stock, consistent with Section 1.3 of this Agreement. Title to the Acquisition Stock will be in the name of the Acquired Company's Shareholders in the official records of RWEI and in the records of RWEI's stock transfer agent, if any.

F. Litigation. To RWEI's knowledge, RWEI is not subject to any unsatisfied judgment, order, decree, stipulation, injunction, or charge nor is it a party or threatened to be made a party to any charge, complaint, action, suit, proceeding, hearing, or investigation of or in any court or quasi-judicial or administrative agency of any federal, state or local jurisdiction or before any arbitrator that relates in any way, directly or indirectly, to the transactions contemplated in this Agreement. RWEI has no actual reason to believe that any charge, complaint, action, suit, proceeding, hearing, or investigation will or may be brought or threatened against RWEI in connection with the transactions contemplated in this Agreement.

G. Material Information. As of the Closing, no representation or warranty by RWEI, nor any statement or certificate furnished or to be furnished to the Acquired Company's Shareholders pursuant hereto or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the representation, warranty, statement or certificate not misleading. At or prior to the Closing RWEI will deliver to the Acquired Company's Shareholders a Disclosure Document (the "RWEI Disclosure Document") that provides the Acquired Company's Shareholders with all material information concerning RWEI and the Acquisition Stock, as required by Rule 10b-5 of the Securities and Exchange Commission, and RWEI and the Acquired Company's Shareholders will take all actions and steps that are necessary to cause the Acquired Company's Shareholders' acquisition of the Acquisition Stock to be qualified under Regulation D of the Securities and Exchange Commission as a private placement of securities and to be similarly qualified under applicable provisions of state laws. The Parties will cooperate with each other in signing documents and forms to be filed with federal and state regulatory agencies to accomplish the results contemplated in this paragraph.

H. Documentation. Prior to the Closing RWEI will deliver to the Acquired Company's Shareholders, materially correct, accurate and complete copies of all of the contracts in an amount of $5,000 or more, and agreements and documents that comprise or relate to RWEI or the Acquisition Stock in any way. As to each such contract, agreement, or document (collectively, each "Contract"):

1. the Contract is the legal, valid, binding, and enforceable obligation of the parties thereto as of the Closing Date, and is in full force and effect as of the Closing Date;

2. to the extent permitted by applicable law, after the Closing, to the best of RWEI's knowledge, each Contract will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the Closing;

3. to the knowledge of RWEI, no party to the Contract is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration of the Contract;

4. to the knowledge of RWEI, no party to the Contract has repudiated, breached or anticipatorily breached any provision thereof, nor is there any reason to think that any such is likely to occur or may occur in the future;

5. to the knowledge of RWEI, there are no disputes, oral agreements, or forbearance programs in effect as to the Contract; and

6. to the knowledge of RWEI, RWEI has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Contract.

I. Legal Compliance.

1. To its knowledge, RWEI has complied in all material respects with all laws (including rules and regulations thereunder) of federal, state and local governments (and all agencies thereof), and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed or commenced against any of RWEI alleging any failure to comply with any such law or regulation.

2. RWEI has complied in all material respects with all applicable laws (including rules and regulations thereunder) relating to the employment of labor, employee civil rights, and equal employment opportunities.

J. Receipt of Disclosure Schedule. Prior to Closing, RWEI received and reviewed a copy of the Acquired Company's Disclosure Schedule described in
Section 5.10 below, had discussions with representatives of the Acquired Company and the Acquired Company's Shareholders, and received from such representatives all such additional documents and information as RWEI requested.

K. Restricted Stock. RWEI understands that the Acquired Company's Stock will not be registered with the Securities and Exchange Commission, and that transferability of the Acquired Company's Stock will be subject to the provisions and restrictions of state and federal securities laws.

L. Registration Representations. RWEI is the sole party in interest agreeing to purchase the Acquired Company's Stock by entering into this Agreement. RWEI is acquiring the Acquired Company's Stock for investment purposes only and not with a view to the resale or other distribution thereof, in whole or in part. As stated in the previous paragraph, RWEI is aware that as of the date of Closing the Acquired Company's Stock has not been and will not be registered under the 1933 Act.

M. Third Party Consents. All third parties whose consent to the transactions contemplated in this Agreement are listed in the Disclosure Schedule. The Disclosure Schedule also indicates the contract, agreement, permit or other relationship to the third party that gives rise to the need for the third party's consent.

N. Due Diligence Period. During the time period from the effective date of this Agreement until the Closing date (the "Due Diligence Period"), RWEI shall be entitled to investigate the Acquired Company, review its files, visit the Acquired Company's business premises and to talk with officers and employees of the Acquired Company and to meet with any and all other third parties, public and private, and to perform such other due diligence reviews and investigations pertaining to the transactions contemplated in this Agreement as RWEI determines is necessary or proper.

V. ARTICLE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ACQUIRED COMPANY'S SHAREHOLDERS

The Acquired Company's Shareholders represent and warrant to, and covenant with, RWEI that the representations and warranties provided below are true, correct, accurate and complete in all respects as of the effective date of this Agreement, and that the same will be true, correct, accurate and complete on and as of the date of the Closing (as though made then and as though the Closing were substituted for the date of this Agreement throughout the following), except as may be set forth in the Disclosure Schedule attached hereto (the "Acquired Company's Shareholders' Disclosure Schedule"). The Acquired Company's Shareholders' Disclosure Schedule will be arranged in paragraphs and subparagraphs that correspond to the designation of subparagraphs below.

A. Organization of the Acquired Company. The Acquired Company is a corporation that is duly organized, validly existing, and in good standing in all material respects under the laws of the State of Arizona. The description of the Acquired Company's Stock that is contained in Exhibit A attached is a true, correct, complete and accurate description. The Acquired Company's Shareholders own 100% of all of the issued and outstanding stock of the Acquired Company's Stock. There are no warrants, options, convertible securities or other interests or rights to acquire the Acquired Company's Stock.

B. Authorization of Transaction. The Acquired Company has full actual and legal corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder.

C. Enforceable Obligation. This Agreement constitutes the valid and legally binding obligation of the Acquired Company and the Acquired Company's Shareholders, enforceable against each of them in accordance with this Agreement's terms.

D. Noncontravention. Neither the execution and delivery of this Agreement by the Acquired Company and the Acquired Company's Shareholders, nor the consummation by any of them of the transactions contemplated hereby, will (i) violate any statute, law, regulation, rule, judgment, order, decree, stipulation, injunction, charge, or other restriction of any government, governmental agency, or court to which the Acquired Company or the Acquired Company's Shareholders or the Acquired Company's Stock are subject, or any provision of the articles of incorporation or bylaws or similar governing rules or documents of the Acquired Company, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any governmental rule, law or regulation or under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage or instrument of indebtedness or under any other arrangement to which the Acquired Company or the Acquired Company's Shareholders is a party or by which any of them is bound or to which any of them is subject, (iii) nor result in the imposition of any lien, encumbrance, claim or security interest in, to or affecting any assets of the Acquired Company or the Acquired Company's Stock. No Acquired Company or Acquired Company Shareholder needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement.

E. Documentation. Prior to the Closing, the Acquired Company and/or the Acquired Company's Shareholders will deliver to RWEI true, correct, accurate and complete copies of all of the contracts, agreements and documents that comprise or relate to the Acquired Company or the Acquired Company's Stock in any way. As to each such contract, agreement, or document (collectively, each "Contract"):
1. the Contract is the legal, valid, binding, and enforceable obligation of the parties thereto as of the Closing Date, and is in full force and effect as of the Closing Date; 2. to the extent permitted by applicable law, after the Closing, each Contract will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the Closing; 3. no party to the Contract is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration of the Contract; 4. no party to the Contract has repudiated, breached or anticipatorily breached any provision thereof, nor is there any reason to think that any such is likely to occur or may occur in the future; 5. there are no disputes, oral agreements, or forbearance programs in effect as to the Contract; and 6. no Acquired Company nor Acquired Company's Shareholders have assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Contract.

F. Litigation. Neither the Acquired Company nor any of the Acquired Company's Shareholders is subject to any unsatisfied judgment, order, decree, stipulation, injunction, or charge nor is it a party or threatened to be made a party to any charge, complaint, action, suit, proceeding, hearing, or investigation of or in any court or quasi-judicial or administrative agency of any federal, state or local jurisdiction or before any arbitrator that relates in any way, directly or indirectly, to the transactions contemplated in this Agreement. No Acquired Company or Acquired Company's Shareholder has any reason to believe that any charge, complaint, action, suit, proceeding, hearing, or investigation will or may be brought or threatened against any Acquired Company in connection with the transactions contemplated in this Agreement.

G. Legal Compliance. 1. The Acquired Company has complied with all laws (including rules and regulations thereunder) of federal, state and local governments (and all agencies thereof), and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed or commenced against the Acquired Company alleging any failure to comply with any such law or regulation. 2. The Acquired Company has complied in all material respects with all applicable laws (including rules and regulations thereunder) relating to the employment of labor, employee civil rights, and equal employment opportunities.

H. Material Information. As of the Closing, no representation or warranty by the Acquired Company or the Acquired Company's Shareholders, nor any statement or certificate furnished or to be furnished to any person or Party pursuant hereto or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the representation, warranty, statement or certificate not misleading. At or prior to the Closing the Acquired Company's Shareholders will deliver to RWEI a Disclosure Document (the "Acquired Company's Disclosure Document") that provides RWEI with all material information concerning the Acquired Company, as required by Rule 10b-5 of the Securities and Exchange Commission, and the Acquired Company's Shareholders and RWEI will take all actions and steps that are necessary to cause the Acquired Company's Shareholders' acquisition of the Acquisition Stock to be qualified under Regulation D of the Securities and Exchange Commission as a private placement of securities and to be similarly qualified under applicable provisions of state laws. The Parties will cooperate with each other in signing documents and forms to be filed with federal and state regulatory agencies to accomplish the results contemplated in this paragraph.

I. Receipt of Disclosure Schedule. Prior to making the decision to acquire the Acquisition Stock as provided herein, the Acquired Company and the Acquired Company's Shareholders received and reviewed a copy of the Disclosure Schedule described in Section 4.10, had discussions with representatives of RWEI and received from such representatives such additional documents and information as the Acquired Company's Shareholder requested. Each of the Acquired Company's Shareholders acknowledges that he or she is sophisticated and experienced in matters relating to RWEI and its planned business activities as described in the Disclosure Schedule.

J. Restricted Stock. Each of the Acquired Company's Shareholders understands that the Acquisition Stock will be restricted stock, not registered with the Securities and Exchange Commission. Unless and until the Acquisition Stock is registered under the Securities Exchange Act of 1934, no Acquired Company's Shareholder shall be entitled to transfer all or any share of the Acquisition Stock unless the Acquired Company's Shareholder first provides RWEI with an acceptable opinion of counsel that the proposed transfer will not violate any applicable law, rule or regulation or any provision of this Agreement. RWEI shall be entitled to place a restrictive legend on all certificates evidencing ownership of the Acquisition Stock that provides notice of the provisions of this paragraph and other applicable provisions of this Agreement. Unless otherwise provided in this Agreement, each of the Acquired Company's Shareholders shall be prohibited from trading the Acquisition Stock for a period of two years after the date of the Closing.

K. Registration Representations. Each of the Acquired Company Shareholders is the sole party in interest agreeing to purchase the Acquisition Stock by entering into this Agreement. The Acquired Company's Shareholders are acquiring the Acquisition Stock for the Acquired Company's Shareholders' own account, for investment purposes only and not with a view to the resale or other distribution thereof, in whole or in part. As stated above, the Acquired Company's Shareholders is aware that as of the date of Closing the Acquisition Stock has not been and will not be registered under the 1933 Act and that RWEI provides no assurance that the Acquisition Stock will ever be registered under such act. Each of the Acquired Company's Shareholders is willing and able and agrees to bear the economic risk of investment in the Acquisition Stock for an indefinite period of time, and each is capable of bearing that risk. Each of the Acquired Company's Shareholders is knowledgeable with respect to the financial, tax and business aspects of ownership of the Acquisition Stock and of the business operations conducted by RWEI, or the Acquired Company has been represented by a person with such knowledge and expertise in connection with acquisition of the Acquisition Stock.

L. Third Party Consents. All third parties, if any, whose consent to the transactions contemplated in this Agreement are listed in the Disclosure Schedule. The Disclosure Schedule also indicates the contract, agreement, permit or other relationship to the third party that gives rise to the need for the third party's consent.

M. Due Diligence Period. During the time period from the effective date of this Agreement until the Closing date (the "Due Diligence Period"), the Acquired Company's Shareholders shall be entitled to investigate RWEI, review its files, to visit RWEI's business premises and to talk with officers and employees of RWEI and to meet with any and all other third parties, public and private, and to perform such other due diligence reviews and investigations pertaining to the transactions contemplated in this Agreement as any Acquired Company's Shareholder determines is necessary or proper. The Acquired Company's Shareholders have received the financial statements of RWEI dated through December 31, 1997, and deems them sufficient for purposes of entering into this transaction.

N. Financial Statements. Attached to this Agreement as Exhibit B are balance sheets (the "Financial Statements") of the Acquired Company. The Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied, and are true and accurate. Since the date of the Financial Statements, there has been no change in the financial condition of the Acquired Company. The Acquired Company have no liabilities, commitments or obligations, contingent or otherwise, not shown on the Financial Statements. The most recent balance of the Acquired Company shows it to own unencumbered assets with a value of at least $400,000.

VI. ARTICLE CONDITIONS PRECEDENT

A. Conditions Precedent to the Obligations of RWEI. The following are conditions precedent to the obligation of RWEI to sell and convey the Acquisition Stock to the Acquired Company's Shareholders and to receive an assignment of the Acquired Company's Stock at the Closing. Any condition listed below may be waived by RWEI at or prior to the Closing Date.

1. Delivery to RWEI of all information and materials required to be delivered under any provision of this Agreement;

2. Receipt of all necessary third party consents;

3. Performance by each Acquired Company Shareholder of all of his or her or its obligations under this Agreement that are required to be performed prior to Closing;

4. True and correct representations and warranties by the Acquired Company and the Acquired Company's Shareholders in connection with this Agreement; and

5. Discovery of no materially adverse information at or prior to the Closing concerning the Acquired Company.

B. Conditions Precedent to the Obligations of the Acquired Company's Shareholders. The following are conditions precedent to the obligations of Acquired Company's Shareholders to sell and transfer the Acquired Company Stock to RWEI, and to acquire the Acquisition Stock from RWEI, at the Closing. Any condition listed below may be waived by the Acquired Company's Shareholders at or prior to the Closing.

1. Delivery to the Acquired Company's Shareholders of all information and materials required to be delivered by RWEI under any provision of this Agreement;

2. Receipt of all necessary third party consents;

3. Performance by RWEI of all of its obligations under this Agreement that are required to be performed prior to Closing;

4. Receipt of evidence of satisfactory completion of the transactions involving Paul Minichiello and his son that are described above; and

5. Discovery of no materially adverse information at or prior to the Closing concerning RWEI.

C. Survival of Representations and Warranties. The representations and warranties of the Parties contained in this Agreement shall survive the Closing and shall continue to be the obligations of the Parties for a period of two years after the date of the Closing.

ARTICLE VII. GENERAL PROVISIONS

A. Costs and Fees. If any Party breaches any term of this Agreement, the breaching Party agrees to pay the non-breaching Party all reasonable attorneys' fees, expert witness fees, investigation costs, costs of tests and analysis, travel and accommodation expenses, deposition and trial transcript costs, court costs and other costs and expenses incurred by the non-breaching Party in enforcing this Agreement or preparing for legal or other proceedings, at the trial or appellate level, whether or not such proceedings are instituted. If any legal or other proceedings are instituted, the Party prevailing in any such proceeding shall be paid all of the aforementioned costs, expenses and fees by the other Party, and if any judgment is secured by such prevailing Party, all such costs, expenses, and fees shall be included in such judgment, attorneys' fees to be set by the court and not by the jury. References in this paragraph to "legal proceedings" refer to litigation as well as arbitration proceedings and any other similar or related proceedings.

B. Waiver. No delay by a Party in exercising any right or remedy shall constitute a waiver of a Party's rights under this Agreement, and no waiver by any Party of the breach of any covenant of this Agreement by the other shall be construed as a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Agreement.

C. Indemnification. Each Party (the "Indemnifying Party") shall protect, indemnify and hold harmless the other Party and its directors, officers, employees, agents, affiliates and representatives (each an "Indemnified Party") against any and all costs, expenses, damages (whether such damages are general, special, consequential, limited, direct or indirect or incidental), liabilities or losses, including attorneys' fees, caused by, for or on account of the Indemnifying Party's negligence, gross negligence or willful misconduct or failure to perform its obligations under this Agreement or the negligence, gross negligence or willful misconduct of the Indemnifying Party's directors, officers, employees, agents affiliates or representatives.

1. If an Indemnified Party intends to seek indemnification under this paragraph from any Indemnifying Party with respect to any action or claim, the Indemnified Party shall give the Indemnifying Party notice of such claim or action upon the receipt of actual knowledge or information by the Indemnified Party of any possible claim or of the commencement of such claim or action, which period shall in no event be later than the earlier of (i) fifteen business days prior to the last day of responding to such claim or action or (ii) one half of the period allowed for responding to such claim or action or, if no time period for responding exists, as soon as reasonably possible. The Indemnifying Party shall have no liability under this paragraph for any claim or action for which such notice is not provided, unless the failure to give such notice does not prejudice the Indemnifying Party.

2. The Indemnifying Party shall have the right to assume the defense of any such claim or action, at its sole cost and expense, with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party:
provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying party, the Indemnified Party shall have the right to select separate counsel, at the Indemnifying Party's expense, to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party.

3. Should any Indemnified Party be entitled to indemnification under this
Section as a result of a claim by a third party, and should the Indemnifying Party fail to assume the defense of such claim or action, the Indemnified Party may, at the expense of the Indemnifying Party, contest or, (with the prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld) settle such claim or action. Except to the extent expressly provided herein, no Indemnified Party shall settle any claim or action with respect to which it has sought or intends to seek indemnification pursuant to this Section without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

4. If an Indemnifying Party is obligated to indemnify and hold any Indemnified Party harmless under this Agreement, the amount owing to the Indemnified Party shall be the amount of such Indemnified Party's actual out-of-pocket loss, net of any insurance or other recovery.

5. The duty to indemnify under this Agreement will continue in full force and effect for a period of two years with respect to any loss, liability, damage or other expense based on facts or conditions which occurred prior to such termination.

D. Notices. No notice, consent, approval or other communication provided for herein or given in connection herewith shall be validly given, made, delivered or served unless it is in writing and delivered personally, sent by overnight courier, or sent by registered or certified United States mail, postage prepaid, with return receipt requested, to the addresses for each Party set forth below. Any Party hereto may from time to time change its address by notice to the other Parties given in the manner provided herein. Notices, consents, approvals, and communications by mail shall be deemed delivered upon the earlier of forty-eight (48) hours after deposit in the United States mail in the manner provided above or upon delivery to the respective addresses set forth above if delivered personally or sent by overnight courier. Addresses of the Parties are the following:

To RWEI:
PAUL'S OF THE NORTH SHORE
127 Esplanade
North Vancouver,
British Columbia V7W 1A1
To the Acquired Company:
REMEDENT USA, INC.
7301 East Evans Road
Scottsdale, Arizona 85250

E. Interpretation and Time. The captions of the paragraphs of this Agreement are for convenience only and shall not govern or influence the interpretation hereof. This Agreement is the result of negotiations between the Parties and, accordingly, shall not be construed for or against any Party regardless of which Party drafted this Agreement or any portion thereof. Time is of the essence under this Agreement.

F. Successors and Assigns. All of the provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of the Parties.

G. No Partnership. This Agreement is not intended to, and nothing contained in this Agreement shall, create any partnership, joint venture or other similar arrangement between the Parties.

H. Further Documents. Each of the Parties shall execute and deliver all such other and additional documents and perform all such acts, in addition to execution and delivery of this Agreement and performance of the Party's obligations hereunder, as are reasonably required from time to time in order to carry out the purposes, matters and transactions that are contemplated in this Agreement.

I. Incorporation of Exhibits. All exhibits attached to this Agreement are by this reference incorporated herein.

J. Governing Law. This Agreement shall be governed by the laws of the State of Arizona, without giving effect to the conflict of law provisions or principles of the State of Arizona.

K. Date of Performance. If the date of performance of any obligation or the last day of any time period provided for herein should fall on a Saturday, Sunday or legal holiday, then said obligation shall be due and owing, and said time period shall expire, on the first day thereafter which is not a Saturday, Sunday or legal holiday. Except as may otherwise be set forth herein, any performance provided for herein shall be timely made if completed no later than 5:00 p.m., Phoenix, Arizona time, on the day of performance.

L. Counterparts. This Agreement may be executed in any number of counterparts. This Agreement may be signed by original signatures or by fax signatures. Any set of counterparts of this Agreement, whether faxed or originals or both, showing signatures by all Parties, taken together, shall constitute a single copy of this Agreement.

M. Resolution of Disputes. In the event of any dispute between the Parties as to their rights and obligations under this Agreement, including, but not limited to, any question as to whether or not a Party has performed its obligations fully or remedied an alleged breach, and any and all other disputes arising under this Agreement, shall be resolved as follows.

1. The Parties shall submit their dispute to at least four (4) hours of mediation in accordance with the mediation procedures of American Arbitration Association ("AAA").

2. In the event the dispute does not then settle within 15 calendar days after the first mediation session, the Parties agree to submit the dispute to binding arbitration in accordance with the arbitration procedures of the AAA except as modified in this Agreement. The arbitration hearing shall be conducted no later than 45 calendar days after the first mediation session.

3. The arbitrator or arbitrators conducting the arbitration hearing shall render the arbitration decision in writing, which writing shall explain the reasoning and bases for the decision.

4. The Parties agree to share equally the costs of mediation. However, if the dispute is settled through arbitration, the prevailing Party shall be entitled to recover all costs incurred, including reasonable attorneys' fees, to enforce its rights hereunder, in addition to any damages recovered, as provided in "Costs and Fees" above.

N. Severability. If any term or provision of this Agreement shall, to any extent, be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law.

O. Assignment. No Party shall assign this Agreement, nor any interest arising herein, without the written consent of the other Parties.

P. Recitals. The recitals set forth above are a part of this Agreement.

Q. Jurisdiction and Venue. Venue for and jurisdiction over any legal proceedings available to the Parties hereunder shall lie in the appropriate courts of the State of California, located in Los Angeles, California.

IN WITNESS WHEREOF, the Parties hereto have hereunder affixed their signatures on the dates set forth below to be effective as of the date first set forth above.
RESORT WORLD ENTERPRISES, INC., a Nevada corporation, Date:______________ By:_______________________ Name:____________________________ Its:___________________________

REMEDENT USA, INC., an Arizona corporation, Date:______________ By:_______________________ Name:___________________________ Its:___________________________

Exhibit 3.1

ARTICLES OF INCORPORATION
OF
REMEDENT USA, INC.
(An Arizona Business Corporation*)

1. Name. The name of the Corporation is Remedent USA, Inc.

2. Purpose. The purpose for which this Corporation is organized is the transaction of any or all l awful business for which corporations may be incorporated under the laws of Arizona, as they may be amended from time to time.

3. Initial Business. The Corporation initially intends to conduct the business of manufacturing and distribution.

4. Authorized Capital. The Corporation shall have authority to issue 1,000,000 shares of Common Stock.

5. Known Place of Business. (In Arizona) The street address of the known place of business of the Corporation is: 13802 N. Scottsdale Road Suite 104-22 Scottsdale, AZ 85254

6. Statutory Agent. (In Arizona) The name and address of the statutory agent of the Corporation is: Jean Louis Vrignaud 13802 N. Scottsdale Road Suite 104-22 Scottsdale, AZ 85254

7. Board of Directors. (Minimum of one.) The initial board of directors shall consist of 2 director(s). The name(s) and address(es) of the person(s) who is(are) to serve as the director(s) until the first annual meeting of shareholders or until his(her)(their) successor(s) is(are) elected and qualifies is(are): Jean Louis Vrignaud Rebecca M. Inzunza 13802 N. Scottsdale Road 7301 E. Evans Road Suite 104-22 Scottsdale, AZ 85260 Scottsdale, AZ 85254 The number of persons to serve on the board of directors thereafter shall be fixed by the Bylaws.

8. Officers. The initial officer(s) of the Corporation who shall serve at the pleasure of the board of directors is(are): Rebecca M. Inzunza, President Jean Louis Vrignaud, Secretary

9. Incorporators. (Minimum of one.) Jean Louis Vrignaud Rebecca Inzunza 13802 N. Scottsdale Road 7301 E. Evans Rd. Scottsdale, AZ 85254 Scottsdale, AZ 85260 All powers, duties and responsibilities of the incorporators shall cease at the time of delivery of these Articles of Incorporation to the Arizona Corporation Commission. -------- * Incorporated under and subject to Articles 1 through 17 of Title 10, Arizona Revised Statutes, eff. 1/1/96.

10. Indemnification of Officers, Directors, Employees and Agents. The Corporation shall indemnify any person who incurs expenses or liabilities by reason of the fact he or she is or was an officer, director, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise. This indemnification shall be mandatory in all circumstances in which indemnification is permitted by law.

11. Limitation of Liability. To the fullest extent permitted by the Arizona Revised Statutes as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for any action taken or any failure to take any action as a director. No repeal, amendment or modification of this article, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or omission of a director of the Corporation occurring prior to such repeal, amendment or modification.

Exhibit 3.2

AMENDMENT TO ARTICLES OF INCORPORATION CHANGING NAME FROM JOFRAN CONFECTIONERS INTERNATIONAL, INC., A NEVADA CORPORATION TO CLIFF GRAPHICS INTERNATIONAL, INC. A NEVADA CORPORATION DATED JULY 31, 1986 CERTIFICATE AMENDING THE ARTICLES OF INCORPORATION OF JOFRAN CONFECTIONERS INTERNATIONAL, INC.

The undersigned, being the President and Secretary of Jofran Confectioners International, Inc., a Nevada corporation, hereby certify that by majority vote of the Board of Directors and majority vote of the stockholders at a meeting held on July 31st, 1986, it was agreed by unanimous vote that this Certificate Amending the Articles of Incorporation be filed.

The undersigned further certify that the original Articles of Incorporation of Jofran Confectioners International, Inc., were filed with the Secretary of State of the State of Nevada, on July 31st, 1986 and a certified copy of said Articles were filed with the Carson City County Clerk on July 31st, 1986.

The undersigned further certify that the Article First through Article Eleventh of the original Articles of Incorporation filed on July 31st, 1986 herein are amended to read as follows:

ARTICLE FIRST: The name of the corporation is: CLIFF TYPOGRAPHERS, INC. ARTICLE SECOND: No change.
ARTICLE THIRD: No change.
ARTICLE FOURTH: No change.
ARTICLE FIFTH: No change.
ARTICLE SIXTH: No change.
ARTICLE SEVENTH: No change.
ARTICLE EIGHTH: No change.
ARTICLE NINTH: No change.
ARTICLE TEN: No change.
ARTICLE ELVENTH: No change.

The number of common shares outstanding at the time of adoption were Ten Million (10,000,000) and the number voted for such amendment were Seven Million, Five Hundred Thousand (7,500,000) and the number of shares voted against such amendment were Zero (0).

The undersigned hereby certify that they have on this 31st day of July, 1986, executed this certificate amending the original Articles of Incorporation heretofore filed with the Secretary of State of Nevada.

/s/ Gene T. Leo
------------------------------------
President
/s/ Don T. Wilson
----------------------------
Secretary
STATE OF UTAH }
} ss.
COUNTY OF SALT LAKE }
On this 31st day of July, 1986, before me the undersigned a Notary Public in and
for the County of Salt Lake, State of Utah, personally appeared Gene T. Leo and
Don T. Wilson, known to me to be the persons whose names are subscribed to the
foregoing Certificate Amending Articles of Incorporation and acknowledged to me
that they executed the same. My Commission Expires: 12-1-89 /s/ Notary Public
--------------------------------
Notary Public Residing at: Salt Lake City Utah

Exhibit 3.3

AMENDMENT TO ARTICLES OF INCORPORATION CHANGING NAME FROM CLIFF
TYPOGRAPHERS, INC., A NEVADA CORPORATION A NEVADA CORPORATION TO CLIFF GRAPHICS INTERNATIONAL, INC. A NEVADA CORPORATION DATED JANUARY 9, 2001 FILED IN THE OFFICE OF THE FILING FEE: $50.00 SECRETARY OF STATE OF THE BY: LORAINE TIMOTHY STATE OF NEVADA 2212 S. WEST TEMPLE SALT LAKE CITY UTAH JAN 09 1987 FRANCIES DU PAPA SECRETARY OF SATATE CERTIFICATE AMENDING THE ARTICLES OF INCORPORATION OF JOFRAN CONFECTIONERS INTERNATIONAL, INC.

The undersigned, being the President and Secretary of CLIFF TYPOGRAPHERS, INC., a Nevada corporation, hereby certify that by majority vote of the Board of Directors and majority vote of the stockholders at a meeting held on October 30, 1986, it was agreed by unanimous vote that this Certificate Amending the Articles of Incorporation be filed.

The undersigned further certify that the original Articles of Incorporation of CLIFF TYPOGRAPHERS, INC., were filed with the Secretary of State of the State of Nevada, on July 31, 1986 and a certified copy of said Articles were filed with the Carson City County Clerk on July 31, 1986.

The undersigned further certify that Article First through Article Eleventh of the original Articles of Incorporation filed on July 31, 1986 herein are amended to read as follows:

ARTICLE FIRST: The name of the corporation is: CLIFF GRAPHICS INTERNATIONAL,
INC.
ARTICLE SECOND: No change.
ARTICLE THIRD: No change.
ARTICLE FOURTH: No change.
ARTICLE FIFTH: No change.
ARTICLE SIXTH: No change.
ARTICLE SEVENTH: No change.
ARTICLE EIGHTH: No change.
ARTICLE NINTH: No change.
ARTICLE TEN: No change.
ARTICLE ELVENTH: No change.

The number of common shares outstanding at the time of adoption were Ten Million (10,000,000) and the number voted for such amendment were Seven Million Five Hundred Thousand (7,500,000) and the number of shares voted against such amendment were Zero (0).

The undersigned hereby certify that they have on this 30th day of October, 1986, executed this Certificate amending the original Articles of Incorporation heretofore filed with the Secretary of State of Nevada. CLIFF TYPOGRAPHERS, INC.

By: /s/ Gene T. Leo
--------------------------------
GENE LEO President
By:/s/ Don T. Wilson
--------------------------------
DON T. WILSON Secretary
STATE OF UTAH }
} ss.
COUNTY OF SALT LAKE }

On this 7 day of January, 1987, before me the undersigned a Notary Public in and for the County of Salt Lake, State of Utah, personally appeared GENE LEO and DON T. WILSON, known to me to be the persons whose names are subscribed to the foregoing Certificate Amending Articles of Incorporation and acknowledged to me

that they executed the same. My Commission Expires: 12-1-89 /s/ Notary Public
 --------------------------- --------------------------------------
Notary Public Residing at: Ogden, Utah

Exhibit 3.4

AMENDMENT TO ARTICLES OF INCORPORATION CHANGING NAME FROM CLIFF GRAPHICS INTERNATIONAL, INC., A NEVADA CORPORATION TO GLOBAL GOLF HOLDINGS, INC., A NEVADA CORPORATION DATED MARCH 8, 1995 FILED C 58731 ----- E078556 IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA ----------------------------------------- MAR 08 1995 ----------- No. 5365-86 ----------- DEAN HELLER DEAN HELLER, SECRETARY OF STATE CERTIFICATE AMENDING THE ARTICLES OF INCORPORATION OF CLIFF GRAPHICS INTERNATIONAL, INC.

We, the undersigned, Robert G. Russo, Jr., President and Daryl F. Russo, Asst. Secretary, of Cliff Graphics International, Inc., do hereby certify:

That the shareholders of said corporation at a meeting duly convened, held on the 28th date of January, 1995, adopted a resolution to amend the original articles as follows: Article One is hereby amended to read follows:

The name of the Corporation is Global Golf Holdings, Inc. The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 3,064,069,

that the said changes and amendment have been consented to and approved by a majority vote of the stockholders holding at least a majority of each class of stock outstanding and entitled to vote thereon.

/s/ ROBERT F. RUSSO, JR.
------------------------------------
ROBERT F. RUSSO, JR., PRESIDENT

/s/ DARYL F. RUSSO
------------------------------------
DARYL F. RUSSO, ASST. SECRETARY

STATE OF ARIZONA }
} ss.
COUNTY OF MARICOPA }

On March 7th , 1995, personally appeared before me, a Notary Public, Robert F. Russo, Jr. and Daryl F. Russo, who acknowledged that they executed the above instrument.
RECEVEID

/s/ Notary Public
------------------------------------------
333 NC Notary Public MAR 08 1995 My Commission Expires Feb. 29, 1996
-----------
Secretary of State

Exhibit 3.5

AMENDMENT TO ARTICLES OF INCORPORATION CHANGING NAME FROM GLOBAL GOLF HOLDINGS, INC., A NEVADA CORPORATION TO DINO MINICHIELLO FASHIONS, INC., A NEVADA CORPORATION DATED NOVEMBER 20, 1997 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF GLOBAL GOLF HOLDINGS, INC.

We, the undersigned President and Secretary of GLOBAL GOLF HOLDINGS, INC., do hereby certify as follows: That the Board of Directors of said Corporation at a meeting duly convened, held on NOVEMBER 19 , 1997 adopted a resolution to amend the Amended Articles of Incorporation filed on NOVEMBER 17, 1997 as follows:

Article 1 is hereby amended to read follows:

1. That the name of the corporation is: DINO MINICHIELLO FASHIONS, INC.
2. The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 5,944,000,

that said amendment has been consented to and approved by a majority vote of the stockholders holding at least a majority of each class of stock outstanding and entitled to vote thereon pursuant to an Action by Written Consent of the Shareholders of Global Golf Holdings, Inc.

/s/ Robert F. Russo, Jr.
------------------------------------------
ROBERT F. RUSSO, JR. PRESIDENT

/s/ Daryl F. Russo
------------------------------------------
DARYL F. RUSSO SECRETARY PAGE 1 OF 2

STATE OF ARIZONA }
} ss.
COUNTY OF MARICOPA }

On September 30, 1997, personally appeared before me, a Notary Public, ROBERT F. RUSSO, JR., known to me to be the person whose name is subscribed to the forgoing Certificate of Amendment of Articles of Incorporation and acknowledged that he executed the same:

/s/ Effie E. Barrett
----------------------------------
Notary Public (Notary Stamp or Seal) My commission Expires 12-19-99
STATE OF ARIZONA } } ss. COUNTY OF MARICOPA }

On September 30, 1997, personally appeared before me, a Notary Public, DARYL F. RUSSON, known to me to be the person whose name is subscribed to the forgoing Certificate of Amendment of Articles of Incorporation and acknowledged that he executed the same:

/s/ Effie E. Barrett
--------------------------
Notary Public (Notary Stamp or Seal) My commission Expires 12-19-99 PAGE 2 OF 2

Exhibit 3.6

AMENDMENT TO ARTICLES OF INCORPORATION CHANGING NAME FROM DINO MINICHIELLO FASHIONS, INC., A NEVADA CORPORATION TO RESORT WORLD ENTERPRISES, INC., A NEVADA CORPORATION DATED AUGUST 18, 1988 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF DINO MINICHIELLO FASHIONS, INC.

The undersigned President and Secretary of DINO MINICHIELLO FASHIONS, INC., do hereby certify as follows: That the Board of Directors of said corporation at a meeting duly convened, held on June 11, 1998, adopted a resolution to amend the Amended Articles of Incorporation filed on NOV. 5, 1997 as follows:

ARTICLE 1 is hereby amended to read follows:

The name of the Corporation is: RESORT WORLD ENTERPRISES, INC. The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 10,075,280,

that said amendment has been consented to and approved by a majority vote of the stockholders holding at least a majority of each class of stock outstanding and entitled to vote thereon pursuant to an Action by Written Consent of the Shareholder of DINO MINICHIELLO FASHIONS, INC.

/s/ Dino Minichiello
----------------------------------------------
DINO MINICHIELLO SECRETARY

/s/ Paul Minichiello
----------------------------------------
PAUL MINICHIELLO PRESIDENT

PROVIDENCE OF BRITISH COLUMBIA }
} ss.
COUNTY OF VAN COUVER }

On August 1, 1998, before me, a Notary Public, personally appeared DINO MINICHIELLO, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal.

/s/ RICHARD P. BEGIN
--------------------------------------------
Notary Public [NOTARY STAMP]

On August 1, 1998, before me, a Notary Public, personally appeared PAUL MINICHIELLO, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal.

/s/ Richard P. Begin
--------------------------------------------
Notary Public [NOTARY STAMP]

Exhibit 3.7

AMENDMENT TO ARTICLES OF INCORPORATION CHANGING NAME FROM RESORT WORLD ENTERPRISES, INC., A NEVADA CORPORATION TO REMEDENT USA, INC., A NEVADA CORPORATION DATED OCTOBER 5, 1998 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF RESORT WORLD ENTERPRISES, INC.

The undersigned President and Secretary of RESORT WORLD ENTERPRISES, INC., do hereby certify as follows: That the Board of Directors of said corporation at a meeting duly convened, held on August 29, 1998, adopted a resolution to amend the Amended Articles of Incorporation filed on NOV. 5, 1997 as follows: ARTICLE 1 is hereby amended to read follows:

The name of the Corporation is: REMEDENT USA, INC. The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 10,075,288,

that said amendment has been consented to and approved by a majority vote of the stockholders holding at least a majority of each class of stock outstanding and entitled to vote thereon pursuant to an Action by Written Consent of the Shareholder of RESORT WORLD ENTERPRISES, INC.

/s/ Paul Minichiello
------------------------------------
PAUL MINICHIELLO PRESIDENT

/s/ Dino Minichiello
------------------------------------
DINO MINICHIELLO SECRETARY

PROVIDENCE OF BRITISH COLUMBIA }
} ss.
COUNTY OF CANADA }

On September 29, 1998, personally appeared before me, a Notary Public, PAUL MINICHIELLO, known to me to be the person whose name is subscribed to the foregoing Certificate of Amendment of Articles of Incorporation and acknowledged that he executed the same:

/s/ Cameron D. Pollack
-----------------------------------------
Notary Public (Notary Stamp or Seal)

Exhibit 3.8

BYLAWS
OF
REMEDENT USA, INC. a Nevada corporation

BYLAWS OF REMEDENT USA, INC. a Nevada corporation

These are Bylaws of Remedent USA, Inc., a Nevada corporation (the "corporation").

ARTICLE 1 OFFICES

1.1 Registered Office. The registered office of REMEDENT USA, INC. (the "corporation") shall be located at 7301 E. Evans Road, Scottsdale, AZ 85260.
1.2 Locations of Offices. The corporation may also have offices at such other places both within and without the states of Nevada, Arizona and California as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE 2 STOCKHOLDERS
2.1 Annual Meeting. The annual meeting of the stockholders shall be held within 180 days after the end of the corporation's fiscal year at such time as is designated by the board of directors and as is provided for in the notice of the meeting. If the election of directors shall not be held on the day designated herein for the annual meeting of the stockholders or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.
2.2 Special Meeting. Special meeting of the stockholders may be called at any time in the manner provided in the Articles of Incorporation. At any time special meeting of the stockholders, only such business shall be conducted as shall have been stated in the notice of such special meeting.
2.3 Place of Meetings. The board of directors may designate any place, either within or without the state of incorporation, as the place of meeting for any annual meeting or for any special meeting called by the board of director. A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place, either within or without the state of incorporation, as the place for the holding of such meeting. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be at the principal office of the corporation.
2.4 Notice of Meetings. The secretary or assistant secretary, if any, shall cause notice of the time, place, and purpose or purpose of all meetings of the stockholders (whether annual or special), to be mailed at least 10 but not more than 60 days prior to the meeting, to each stockholder of record entitled to vote.
2.5 Waiver of Notice. Any stockholder may waive notice of any meeting of stockholders (however called or noticed, whether or not called or noticed, and whether before, during, or after the meeting) by signing a written waiver of notice or a consent to the holding of such meeting or any approval of the minutes thereof. Attendance at a meeting, in person or by proxy, shall constitute waiver of all defects of notice regardless of whether waiver, consent, or approval is signed or any objections are made, unless attendance is solely for the purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. All such waivers, consents, or approvals shall be made a part of the minutes of the meeting.
2.6 Fixing Records Date. For the purpose of (i) determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting; (ii) stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect to any change, conversion, or exchange of stock; or (iii) for the purpose of any other lawful action, the board of directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than 60 days and, in case of a meeting of stockholders, not less than 10 days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If no record date is fixed for the determination of stockholders entitled to notice of or to vote as a meeting, the day preceding the date on which notice of meeting is mailed shall be the record date. For any other purpose, the record date shall be the close of business on the date on which the resolution of the board of directors pertaining thereto is adopted. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof. Failure to comply with this section shall not affect the validity of any action taken at a meeting of stockholders.
2.7 Voting Lists. The officers of the corporation shall cause to be prepared from the stock ledger at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the principal executive office of the corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. The original stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section, or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.
2.8 Quorum. Unless otherwise provided in the Articles of Incorporation, stock representing a majority of the voting power of all outstanding stock of the corporation entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such reconvened meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
2.9 Vote Required. When a quorum is present at any meeting, the vote of the holders of stock having a majority of the voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one on which by express provision of the statutes of the state of Nevada or of the Articles of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.
2.10 Voting of Stock. Unless otherwise provided in the Articles of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, subject to the modification of such voting rights of any class or classes of the corporation's capital stock by the certificate or incorporation.
2.11 Proxies. At each meeting of the stockholders, each stockholder entitled to vote shall be entitled to vote in person or by proxy; provided, however, that the right to vote by proxy shall exist only in case the instrument authorizing such proxy to act shall have been executed in writing by the registered holder or holders of such stock, as the case may be, as shown on the stock ledger of the corporation or by his attorney thereunto duly authorized in writing. Such instrument authorizing a proxy to act shall be delivered at the beginning of such meeting to the secretary of the corporation or to such other officer or person who may, in the absence of the secretary, be acting as secretary of the meeting. In the event that any such instrument shall designate two or more persons to act as proxy, a majority of such persons present at the meeting, or if only one be present, that one shall (unless the instrument shall otherwise provide) have all of the powers conferred by the instrument on all persons so designated. Persons holding stock in a fiduciary capacity shall be entitled to vote the stock so held, and the persons whose shares are pledged shall be entitled to vote, unless the transfer by the pledgor in the books and records of the corporation shall have expressly empowered the pledgee to vote thereon, in which case the pledgee, or his proxy, may represent such stock and vote thereon. No proxy shall be voted or acted on after three years from its date, unless the proxy provides for a longer period.

2.12 Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in this section shall be eligible for election as directors. Nominations of persons for election to the board of directors of the corporation may be made at a meeting of stockholders at which directors are to be elected only (a) by or at the direction of the board of directors or (b) by any stockholder of the corporation entitled to vote for the election of directors at a meeting who complies with the notice procedures set forth in this section. Such nominations, other than those made by or at the direction of the board of directors, shall be made by timely notice in writing to the secretary of the corporation. To be timely, a stockholder's notice must be delivered or mailed to and received at the principal executive offices of the corporation not less than 30 days prior to the date of the meeting; provided, in the event that less than 40 days' notice of the date of the meeting is given or made to stockholders, to be timely, a stockholder's notice must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed. Such stockholder's notice shall set forth (a) as to each person whom such stockholder proposed to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to regulation 14A under the Securities Exchange Act of 1934, as amended (including each such person's written consent to serve as a director if elected); and (b) as to the stockholder giving the notice (i) the name and address of such stockholder as it appears on the corporation's books, and (ii) the class and number of shares of the corporation's capital stock that are beneficially owned by such stockholder. At the request of the board of directors, any person nominated by the board of directors for election as a director shall furnish to the secretary of the corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the provisions of this section. The officer of the corporation or other person presiding at the meeting shall, if the facts so warrant, determine and declare to the meeting that a nomination was not made in accordance with such provisions, and if such officer should so determine, such officer shall so declare to the meeting, and the defective nomination shall be disregarded.
2.13 Inspectors of Election. There shall be appointed two inspectors of the vote. Such inspectors shall first take and subscribe an oath or affirmation faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of their ability. Unless appointed in advance of any such meeting by the board of directors, such inspectors shall be appointed for the meeting by the presiding officer. No director or candidate for the officer of director shall be appointed as such inspector. Such inspectors shall be responsible for tallying and certifying each vote required to be tallied and certified by them as provided in the resolution of the board of directors appointing them or in their appointment by the person presiding at such meeting, as the case may be.
2.14 Election of Directors. At all meetings of the stockholders at which directors are to be elected, except as otherwise set forth in any preferred stock designation (as defined in the Articles of Incorporation) with respect to the right of the holders of any class or series of preferred stock to elect additional directors under specified circumstances, directors shall be elected by a plurality of the votes cast at the meeting. The election need not be by ballot unless any stockholder so demands before the voting begins. Except as otherwise provided by law, the Articles of Incorporation, any preferred stock designation, or these bylaws, all matters other than the election of directors submitted to the stockholders at any meeting shall be decided by a majority of the votes cast with respect thereto.
2.15 Business at Annual Meeting. At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting
(a) by or at the direction of the board of directors or (b) by any stockholder of the corporation who is entitled to vote with respect thereto and who complies with the notice procedures set forth in this section. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder's notice shall be delivered or mailed to and received at the principal executive offices of the corporation not less than 30 days prior to the date of the annual meeting; provided, in the event that less than 40 days' notice of the date of the meeting is given or made to stockholders, to be timely, a stockholder's notice shall be so received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed. A stockholder's notice to the secretary shall set forth as to each matter such stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (c) the class and number of shares of the corporation's capital stock that are beneficially owned by such stockholder, and (d) any material interest of such stockholder in such business. Notwithstanding anything in these bylaws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance with the provisions of this section. The officer of the corporation or other person presiding at the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with such provisions, and if such presiding officer should so determine and declare to the meeting that business was not properly brought before the meeting in accordance with such provisions and if such presiding officer should so determine, such presiding officer shall so declare to the meeting, and any such business so determined to be not properly brought before the meeting shall not be transacted.
2.16 Business at Special Meeting. At any special meeting of the stockholders, only such business shall be conducted as shall have been stated in the notice of such special meeting.
2.17 Written Consent to Action by Stockholders. Unless otherwise provided in the Articles of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporation action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
2.18 Procedure for Meetings. Meeting of the stockholders shall be conducted pursuant to such reasonable rules of conduct and protocol as the board of directors may prescribe or, if no such rules are prescribed, in accordance with the most recent published edition of ROBERT'S RULES OF ORDER.
ARTICLE 3 DIRECTORS
3.1 General Powers. The business of the corporation shall be managed under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
3.2 Number, Term, and Qualifications. The number of directors which shall constitute the board, subject to the limitations set forth in the Articles of Incorporation, shall be determined by resolution of a majority of the total number of directors if there were no vacancies (the "Whole Board") or by the stockholders at the annual meeting of the stockholders or a special meeting called for such purpose, except as provided in section 3.3 of this article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be residents of the state of incorporation or stockholders of the corporation. Initially the corporation shall have seven directors. 3.3 Vacancies and Newly Created Directorships. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum of the Whole Board, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified. If there are no directors in office, then an election of directors may be held in the manner provided by statute.
3.4 Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this bylaw immediately following and at the same place as the annual meeting of stockholders. The board of directors may provide by resolution the time and place, either within or without the state of incorporation, for the holding of additional regular meetings without other notice than such resolution.
3.5 Special Meetings. special meetings of the board of directors may be called by or at the request of the president, vice president, or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the state of incorporation, as the place for holding any special meeting of the board of directors called by them.
3.6 Meetings by Telephone Conference Call. Members of the board of directors may participate in a meeting of the board of directors or a committee of the board of directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
3.7 Notice. Notice of any special meeting shall be given at least 72 hours prior thereto by written notice delivered personally or sent by facsimile transmission confirmed by registered mail or certified mail, postage prepaid, or by overnight courier to each director. Each director shall register his or her address and telephone number(s) with the secretary for purpose of receiving notices. Any such notice shall be deemed to have been given as of the date so personally delivered or sent by facsimile transmission or as of the day following dispatch by overnight courier. Any director may waive notice of any meting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting solely for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. An entry of the service of notice given in the manner and at the time provided for in this section may be made in the minutes of the proceedings of the board of directors, and such entry, if read and approved at a subsequent meeting of the board of directors, shall be conclusive on the issue of notice.
3.8 Quorum. A majority of the Whole Board shall constitute a quorum for the transaction of business at any meeting of the board of directors, provided, that the directors present at a meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors if any action taken is approved by a majority of the required quorum for such meeting. If less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
3.9 Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, and individual directors shall have no power as such.
3.10 Compensation. By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
3.11 Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting, unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or unless he shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
3.12 Resignations. A director may resign at any time by delivering a written resignation to either the president, a vice president, the secretary, or assistant secretary, if any. The resignation shall become effective on giving of such notice, unless such notice specifies a later time for the effectiveness of such resignation.
3.13 Written Consent to Action by Directors. Any action required to be taken at a meeting of the directors of the corporation or any other action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same legal effect as a unanimous vote of all the directors or members of the committee.
3.14 Removal. Subject to any limitations set forth in the Articles of Incorporation, at meeting expressly called for that purpose, one or more directors may be removed by a vote of a majority of the shares of outstanding stock of the corporation entitled to vote at an election of directors.
ARTICLE 4 OFFICERS
4.1 Number. The officers of the corporation shall be a president, one or more vice presidents, as shall be determined by resolution of the board of directors, a secretary, a treasurer, and such other officers as may be appointed by the board of directors. The board of directors may elect, but shall not be required to elect, a chairman of the board, and the board of directors may appoint a general manager.
4.2 Election, Term of Office, and Qualifications. The officers shall be chosen by the board of directors annually at its annual meeting. In the event of failure to choose officers at an annual meeting of the board of directors, officers may be chosen at any regular or special meeting of the board of directors. Each such officer (whether chosen at an annual meeting of the board of directors to fill a vacancy or otherwise) shall hold his office until the next ensuing annual meeting of the board of directors and until his successor shall have been chosen and qualified, or until his death until his resignation or removal in the manner provided in these bylaws. Any one person may hold any two or more of such offices, except that the president shall not also be the secretary. No person holding two or more offices shall execute any instrument in the capacity of more than one office. The chairman of the board, if any, shall be and remain director of the corporation during the term of his office. No other officer need be a director.
4.3 Subordinate Officers, Etc. The board of directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority, and perform such duties as the board of directors from time to time may determine. The board of directors from time to time may delegate to any officer or agent the power to appoint any such subordinate officer or agents and to prescribe their respective titles, terms of office, authorities, and duties. Subordinate officers need not be stockholders or directors.
4.4 Resignations. Any officer may resign at any time by delivering a written resignation to the board of directors, the president, or the secretary. Unless otherwise specified therein, such resignation shall take effect on delivery.
4.5 Removal. Any officer may be removed from office at any special meeting of the board of directors called for that purpose or at a regular meeting, by the vote of a majority of the directors, with or without cause. Any officer or agent appointed in accordance with the provisions of section 4.3 hereof may also be removed, either with or without cause, by any officer on whom such power of removal shall have been conferred by the board of directors.
4.6 Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification, or any other cause or if a new office shall be created, then such vacancies or newly created offices may be filled by the board of directors at any regular of special meeting.
4.7 The Chairman of the Board. The chairman of the board, if there be such an officer, shall have the following powers and duties: (a) He shall preside at all stockholders' meetings; (b) He shall preside at all meetings of the board of directors; and (c) He shall be a member of the executive committee, if any.
4.8 The Chief Executive Officer. The chief executive officer of the corporation shall have the same powers and duties as the president, as described below, and, in addition, shall have such powers and duties as may be directed by the board of directors of the corporation from time to time.
4.9 The President. The president shall have the following powers and duties: (a) He shall be the chief executive officer of the corporation and, subject to the direction of the board of directors, shall have general charge of the business, affairs, and property of the corporation and general supervision over its officers, employees, and agents; (b) If no chairman of the board has been chosen or if such officer is absent or disabled, he shall preside at meetings of the stockholders and board of directors; (c) He shall be a member of the executive committee, if any; (d) He shall be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the board of directors; and (e) He shall have all power and perform all duties normally incident to the office of a president of a corporation and shall exercise such other powers and perform such other duties as from time to time may be assigned to him by the board of directors.
4.10 The Vice-Presidents. The board of directors may, from time to time, designate and elect one or more vice-presidents, one of whom may be designated to serve as executive vice-president. Each vice-president shall have such powers and perform such duties as from time to time may be assigned to him by the board of directors or the president. At the request or in the absence or disability of the president, the executive-vice president or, in the absence or disability of the executive vice-president, the vice-president designated by the board of directors or (in the absence of such designation by the board of directors) by the president, as senior vice-president, may perform all the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions on, the president.
4.11 The Secretary. The secretary shall have the following powers and duties:
(a) He shall keep or cause to be kept a record of all of the proceedings of the meetings of the stockholders and of the board of directors in books provided for that purpose; (b) He shall cause all notices to be duly given in accordance with the provisions of these bylaws and as required by statute; (c) He shall be the custodian of the records and of the seal of the corporation, and shall cause such seal (or a facsimile thereof) to be affixed to all certificates representing stock of the corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the corporation under its seal shall have been duly authorized in accordance with these bylaws, and when so affixed, he may attest the same; (d) He shall see that the books, reports, statements, certificates, and other documents and records required by statute are properly kept and filed; (e) He shall have charge of the stock ledger and books of the corporation and cause such books to be kept in such manner as to show at any time the amount of the stock of the corporation of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the holders of record thereof, the amount of stock held by each older and time when each became such holder of record; and he shall exhibit at all reasonable times to any director, on application, the original or duplicate stock ledger. He shall cause the stock ledger referred to in section 6.4 hereof to be kept and exhibited at the principal office of the corporation, or at such other place as the board of directors shall determine, in the manner and for the purpose provided in such section; (f) He shall be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the board of directors; and (g) He shall perform in general all duties incident to the office of secretary and such other duties as are given to him by these bylaws or as from time to time may be assigned to him by the board of directors or the president.
4.12 The Treasurer. The treasurer shall have the following powers and duties:
(a) He shall have charge and supervision over and be responsible for the monies, securities, receipts, and disbursements of the corporation; (b) He shall cause the monies and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such banks or other depositories as shall be selected in accordance with section 4.3 hereof; (c) He shall cause the monies of the corporation to be disbursed by checks or drafts (signed as provided in section 5.4 hereof) drawn on the authorized depositories of the corporation, and cause to be taken and preserved property vouchers for all monies disbursed; (d) He shall render to the board of directors or the president, whenever requested, a statement of the financial condition of the corporation and of all of his transactions as treasurer, and render a full financial report at the annual meeting of the stockholders, if called on to do so; (e) He shall cause to be kept correct books of account of all the business and transactions of the corporation and exhibit such books to any directors on request during business hours; (f) He shall be empowered from time to time to require from all officers or agents of the corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the corporation; (g) He shall perform in general all duties incident to the office of treasurer ad such other duties as are give to him by these bylaws or as from time to time may be assigned to him by the board of directors or the president; and (h) He shall, in the absence of the designation to the contrary by the board of directors, act as the chief financial officer and/or principal accounting officer of the corporation.
4.13 Salaries. The salaries or other compensation of the officers of the corporation shall be fixed from time to time by the board of directors, except that the board of directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of section 4.3 hereof. no officer shall be prevented from receiving any such salary or compensation by reason of the fact that he is also a director of the corporation.
4.14 Surety Bonds. In case the board of directors shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sums and with such surety or sureties as the board of directors may direct, conditioned on the faithful performance of his duties to the corporation, including responsibility for negligence and for the accounting of all property, monies, or securities of the corporation which may come into his hands.

ARTICLE 5 EXECUTION OF INSTRUMENTS, BORROWING OF MONEY, AND DEPOSIT OF CORPORATE FUNDS

5.1 Execution of Instruments. Subject to any limitation contained in the Articles of Incorporation or these bylaws, the president or any vice-president may, in the name and on behalf of the corporation, execute and deliver any contract or other instrument authorized in writing by the board of directors. The board of directors may, subject to any limitation contained in the Articles of Incorporation or in these bylaws, authorize in writing any officer or agent to execute and deliver any contract or other instrument in the name and on behalf of the corporation; any such authorization may be general or confined to specific instances.
5.2 Loans. No loan or advance shall be contracted on behalf of the corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the corporation, unless and except as authorized by the board of directors. Any such authorization may be general or confined to specific instances.
5.3 Deposits. All monies of the corporation not otherwise employed shall be deposited form time to time to its credit in such banks or trust companies or with such bankers or other depositories as the board of directors may select or as from time to time may be selected by any officer or agent authorized to do so by the board of directors.
5.4 Checks, Drafts, Etc. All notes, drafts, acceptances, checks, endorsements, and, subject to the provisions of these bylaws, evidences of indebtedness of the corporation shall be signed by such officer or officers or such agent or agents of the corporation and in such manner as the board of directors from time to time may determine. Endorsements for deposits to the credit of the corporation in any of its duly authorized depositories shall be in such manner as the board of directors from time to time may determine.
5.5 Bonds and Debentures. Every bond or debenture issued by the corporation shall be evidenced by an appropriate instrument which shall be signed by the president or a vice president and by the secretary and sealed with the seal of the corporation. The seal may be a facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the corporation's officers named thereon may be a facsimile. in case any officer who signed or whose facsimile signature has been used on any such bond or debenture shall cease to be an officer of the corporation for any reason before the same has been delivered by the corporation, such bond or debenture may nevertheless be adopted by the corporation and issued and delivered as through the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer.
5.6 Sale, Transfer, Etc. of Securities. Sales, transfers, endorsements, and assignments of stocks, bonds, and other securities owned by or standing in the name of the corporation and the execution and delivery on behalf of the corporation of any and all instruments in writing incident to any such sale, transfer, endorsement, or assignment shall be effected by the president or by any vice-president and the secretary or assistant secretary, or by any officer or agent thereunto authorized by the board of directors.
5.7 Proxies. proxies to vote with respect to stock of other corporations owned by or standing in the name of the corporation shall be executed and delivered on behalf of the corporation or by any officer or agent thereunder authorized by the board of directors.

ARTICLE 6 CAPITAL STOCK
6.1 Stock Certificates. Every holder of stock in the corporation shall be entitled to have a certificate, signed by the president or any vice-president and the secretary or assistant secretary, and sealed with the seal (which may be a facsimile, engraved or printed) of the corporation, certifying the number and kind, class, or series of stock owned by him in the corporation; provided, however, that where such a certificate is countersigned by (a) a transfer agent or an assistant transfer agent, or (b) registered by a registrar, the signature of any such president, vice-president, secretary, or assistant secretary may be a facsimile. In case any officer who shall have signed or whose facsimile signature or signatures shall have been used on any such certificate shall cease to be such officer of the corporation, for any reason, before the delivery of such certificate by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed it or whose facsimile signature or signatures shall have been used thereon has not ceased to be such officer. Certificates representing stock of the corporation shall be in such form as provided by the statutes of the state of incorporation. There shall be entered on the stock books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the stock represented thereby, the number and kind, class, or series of such stock, and the date of issuance thereof. Every certificate exchanged or returned to the corporation shall be marked "canceled" with the date of cancellation.
6.2 Transfer of Stock. Transfers of stock of the corporation shall be made on the books of the corporation by the holder of record thereof or by his attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the corporation or any of its transfer agents, and on surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments or transfer, representing such stock. Except as provided by law, the corporation and transfer agents and registrars, if any, shall be entitled to treat the holder of record of any stock as the absolute owner thereof for all purposes, and accordingly shall not be bound to recognize any legal, equitable, or other claim to or interest in such stock on the part of any other person whether or not it or they shall have express or other notice thereof.
6.3 Regulations. Subject to the provisions of the Articles of Incorporation, the board of directors may make such rules and regulations as they may deem expedient concerning the issuance, transfer, redemption, and registration of certificates for stock of the corporation.
6.4 Maintenance of Stock Ledger at Principal Place of Business. A stock ledger
(or ledgers where more than one kind, class, or series of stock is outstanding) shall be kept at the principal place of business of the corporation, or at such other place as the board of directors shall determine, containing the names alphabetically arranged of original stock holders of the corporation, their addresses, their interest, the amount paid on their shares, and all transfers thereof and the number and class of stock held by each. Such stock ledgers shall at all reasonable hours be subject to inspection by persons entitled by law to inspect the same.
6.5 Transfer Agents and Registrars. The board of directors may appoint one or more transfer agents and one or more registrars with respect to the certificates representing stock of the corporation and may require all such certificates to bear the signature of either or both. The board of directors may from time to time define the respective duties of such transfer agents and registrars. No certificate for stock shall be valid until countersigned by a transfer agent, if at the date appearing thereon the corporation had a transfer agent for such stock, and until registered by a registrar, if at such date the corporation had a registrar for such stock.
6.6 Closing of Transfer Books and Fixing of Record Date. (a) The board of directors shall have power to close the stock ledgers of the corporation for a period of not to exceed 60 days preceding the date of any meeting of stockholders, the date for payment of any dividend, the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose. (b) In lieu of closing the stock ledgers as aforesaid, the board of directors may fix in advance a date, not less than 10 days and not exceeding 60 days preceding the date of any meeting of stockholders, the date for the payment of any dividend, the date for the allotment of rights, the date when any change or conversion or exchange of capital stock shall go into effect, a date in connection with obtaining any such consent, as a record date for the determination of the stockholders entitled to a notice of, and to vote at, any such meeting and any adjournment thereof, entitled to receive payment of any such dividend, to any such allotment of rights, to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent. (c) If the stock ledgers shall be closed or a record date set for the purpose of determining stockholders entitled to notice of, or to vote at, a meeting of stockholders, such books shall be closed for or such record date shall be at least ten days immediately preceding such meeting.
6.7 Lot or Destroyed Certificates. The corporation may issue a new certificate for stock of the corporation in place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the board of directors may, in its discretion, require the owner of the lost or destroyed certificate or his legal representatives to give the corporation a bond in such form and amount as the board of directors may direct and with such surety or sureties as may be satisfactory to the board, and to indemnify the corporation and its transfer agents and registrars, if any, against any claims that may be made against it or any such transfer agents and registrars, if any, against any claims that may be made against it or any such transfer agent or registrar on account of the issuance of such new certificate. A new certificate may be issued without requiring any bond when, in the judgment of the board of directors, it is proper to do so.

ARTICLE 7 EXECUTIVE COMMITTEE AND OTHER COMMITTEES
7.1 Executive Committee. the board of directors, by resolution adopted by a majority of the Whole Board, may appoint from its membership an executive committee of not less than three members (whose members shall include the chairman of the board if any, and the president, one of whom shall act as chairman of the executive committee, as the board may designate). The board of directors shall have the power at any time to dissolve the executive committee, to change the membership thereof, and to fill vacancies thereon. When the board of directors is not in session, the executive committee shall have and may exercise all of the powers vested in the board of directors, except the following powers: to fill vacancies in the board of directors; to declare dividends or other distributions to stockholders; to adopt, amend, or repeal the Articles of Incorporation or these bylaws' to approve any action that also requires stockholder approval; to amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable; to fix the compensation of directors for serving on the board of directors or on any committee; to adopt an agreement of merger or consolidation under any provision of applicable law, to recommend to the stockholders the sale, lease, or exchange of all or substantially all of the Corporation's property and assets; to recommend to stockholders a dissolution of the Corporation or a revocation of a dissolution; to recommend to stockholders an amendment of bylaws; to authorize the issuance of stock (provided that the executive committee may determine the number of shares of stock not in excess of the number of authorized to be issued by the board of directors and the amount of consideration for which such shares shall be issued); and to enter into any merger into or with another entity as permitted by applicable law.
7.2 Other Committees. The board of directors, by resolution adopted by a majority of the Whole Board, may appoint such other committees as it may, from time to time, deem proper and may determine the number of member, frequency of meetings, and duties thereof.
7.3 Proceedings. The executive committee and such other committees as may be designated hereunder by the board of directors may fix their own presiding and recording officer or officers and may meet at such place or places, at such time or times, and on such notice (or without notice) as it shall determine from time to time. Each committee may make rules for the conduct of its business as it shall from time to time deem necessary. It will keep a record of its proceedings and shall report such proceedings to the board of directors at the meeting of the board of directors next following.
7.4 Quorum and Manner of Acting. At all meetings of the executive committee and of such other committees as may be designated hereunder by the board of directors, the presence of members constituting a majority of the total authorized membership of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee. The members of the executive committee and of such other committees as may be designated hereunder by the board of directors shall act only as a committee, and the individual members thereof shall have no powers as such.
7.5 Resignations. Any member of the executive committee and of such other committees as may be designated hereunder by the board of directors may resign at any time by delivering a written resignation to either the president, the secretary, or assistant secretary, or to the presiding officer of the committee of which he is a member, if any shall have been appointed and shall be in office. Unless otherwise specified therein, such registration shall take effect on delivery.
7.6 Removal. The board of directors may, by resolution adopted by a majority of the Whole Board, at any time remove any member of the executive committee or of any other committee designated by it hereunder either for or without cause.
7.7 Vacancies. If any vacancy shall occur in the executive committee or of any other committee designated by the board of directors hereunder, by reason of disqualification, death, resignation, removal, or otherwise, the remaining members shall, until the filling of such vacancy, constitute the then total authorized membership of the committee and continue to act, unless such committee consisted of more than one member prior to the vacancy or vacancies and is left with only one member as a result thereof. Such vacancy may be filled at any meeting of the Whole Board.
7.8 Compensation. The Whole Board may allow a fixed sum and expenses of attendance to any member of the executive committee, or of any other committee designated by it hereunder, who is not an active salaried employee of the corporation for attendance at each meeting of the said committee.

ARTICLE 8 INSURANCE AND OFFICER AND DIRECTOR CONTRACTS
8.1 Indemnification: Third-Party Actions. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director or officer of the corporation (and, in the discretion of the board of directors, may so indemnify a person by reason of the fact that he is or was an employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise), against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with any such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, ad with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
8.2 Indemnification: Corporate Actions. The corporation shall indemnify any persons who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director or officer of the corporation (and, in the discretion of the board of directors, may so indemnify a person by reason of the fact that he is or was an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise), against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
8.3 Determination. To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 8.1 and 8.2 hereof, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Any other indemnification under sections 8.1 or 8.2 hereof, unless ordered by a court, shall be made by the corporation only in the specific case on a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard or conduct set forth in sections 8.1 or 8.2 hereof. Such determination shall be made either (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in written opinion, or (iii) by the stockholders by a majority vote of a quorum of stockholders at any meeting duly called for such purpose.
8.4 Advances. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding on receipt of an undertaking by or on behalf of such director or officers to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized by this section. Such expenses incurred by other employees and agents may be so paid on such terms and conditions, if any, as the board of directors deems appropriate.
8.5 Scope of Indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, sections 8.1, 8.2 and 8.4: (a) Shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled, under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office; and (b) Shall, unless otherwise provided when authorized or ratified, continue as to a person who ceased to be a director, officer, employee, or agent of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person.
8.6 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against any such liability.
8.7 Officer and Director Contracts. No contract or other transaction between the corporation and one or more of its directors or officers or between the corporation and any corporation, partnership, association, or other organization in which one or more of the corporation's directors or officers are directors, officers, or have a financial interest, is either void or voidable solely on the basis of such relationship or solely because any such director or officer is present at or participates in the meeting of the board of directors or a committee thereof which authorizes the contract or transaction or solely because the vote or votes of each director or officer are counted for such purpose, if: (a) The material facts of the relationship or interest are disclosed or known to the board of directors or committee and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors be less than a quorum; (b) The material facts of the relationship or interest is disclosed or known to the stockholders and they approve or ratify the contract or transactions in good faith by a majority vote of the shares voted at a meeting of stockholders called for such purpose or written consent of stockholders holding a majority of the shares entitled to vote (the votes of the common or interested directors or officers shall be counted in any such vote of stockholders); or (c) The contract or transaction is fair as to the corporation at the time it is authorized, approved, or ratified by the board of directors, a committee thereof, or the stockholders.

ARTICLE 9 FISCAL YEAR The fiscal year of the corporation shall be determined by the board of directors of the corporation.

ARTICLE 10 DIVIDENDS The board of directors may from time to time declare, and the corporation may pay, dividends on its outstanding stock in the manner and on the terms and conditions provided by the Articles of Incorporation and bylaws.

ARTICLE 11 AMENDMENTS All bylaws of the corporation, whether adopted by the board of directors or the stockholders, shall be subject to amendment, alteration, or repeal, and new bylaws may be made, except that: (a) No bylaw adopted or amended by the stockholders shall be altered or repealed by the board of directors; and (b) No bylaw shall be adopted by the board of directors which shall require more than the stock representing a majority of the voting power for a quorum at a meeting of stockholders or more than a majority of the votes cast to constitute action by the stockholders, except where higher percentages are required by law; provided, however, that (i) If any bylaw regulating an impending election of directors is adopted or amended or repealed by the board of directors, there shall be set forth in the notice of the next meeting of the stockholders for the election of directors, the bylaws so adopted or amended or repealed, together with a concise statement of the changes made; and (ii) No amendment, alteration, or repeal of this article XI shall be made except by the stockholders.

CERTIFICATE OF SECRETARY The undersigned does hereby certify that he is the secretary of REMEDENT USA, INC., a corporation duly organized and existing under and virtue of the laws of the state of Nevada; that the above and foregoing bylaws of said corporation were duly and regularly adopted as such by the board of directors of said corporation at a duly convened meeting of the board of directors of the corporation held on January 19, 1999, and that the above and foregoing bylaws are now in full force and effect and supersede ad replace any prior bylaws of the corporation.

/s/ Jean Louis Vrignaud, Chairman and Secretary

Exhibit 10.1

Remedent USA, Inc.

2001 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN

1. Purpose

This Incentive and Nonstatutory Stock Option Plan (the "Plan") is intended to further the growth and financial success of Remedent USA, Inc., a Nevada corporation (the "Corporation") by providing additional incentives to selected employees, directors, and consultants to the Corporation or parent corporation or subsidiary corporation of the Corporation as those terms are defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended (the "Code") (such parent corporations and subsidiary corporations hereinafter collectively referred to as "Affiliates") so that such employees and consultants may acquire or increase their proprietary interest in the Corporation. Stock options granted under the Plan (hereinafter "Options") may be either "Incentive Stock Options," as defined in Section 422A of the Code and any regulations promulgated under said Section, or "Nonstatutory Options" at the discretion of the Board of Directors of the Corporation (the "Board") and as reflected in the respective written stock option agreements granted pursuant hereto.

2. Administration

The Plan shall be administered by the Board of Directors of the Corporation; provided however, that the Board may delegate such administration to a committee of not fewer than three (3) members (the "Committee"), at least two (2) of whom are members of the Board and all of whom are disinterested administrators, as contemplated by Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 16b-3"); and provided further, that the foregoing requirement for disinterested administrators shall not apply prior to the date of the first registration of any of the securities of the Corporation under the Securities Act of 1933, as amended. Subject to the provisions of the Plan, the Board and/or the Committee shall have authority to (a) grant, in its discretion, Incentive Stock Options in accordance with Section 422A of the Code or Nonstatutory Options; (b) determine in good faith the fair market value of the stock covered by an Option; (c) determine which eligible persons shall be granted Options and the number of shares to be covered thereby and the term thereof; (d) construe and interpret the Plan; (e) promulgate, amend and rescind rules and regulations relating to its administration, and correct defects, omissions, and inconsistencies in the Plan or any Option; (f) consistent with the Plan and with the consent of the optionee, as appropriate, amend any outstanding Option or amend the exercise date or dates thereof; (g) determine the duration and purpose of leaves of absence which may be granted to optionholders without constituting termination of their employment for the purpose of the Plan; and (h) make all other determinations necessary or advisable for the Plan's administration. The interpretation and construction by the Board of any provisions of the Plan or of any Option it shall be conclusive and final. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option.

3. Eligibility

The persons who shall be eligible to receive Options shall be employees, directors, or consultants of the Corporation or any of its Affiliates ("Optionees"). The term consultant shall mean any person who is engaged by the Corporation to render services and is compensated for such services, and any director of the Corporation whether or not compensated for such services; provided that, if the Corporation registers any of its securities pursuant to the Securities Act of 1933, as amended (the "Act"), the term consultant shall thereafter not include directors who are not compensated for their services or are paid only a director fee by the Corporation.

(a) Incentive Stock Options. Incentive Stock Options may only be issued to employees of the Corporation or its Affiliates. Incentive Stock Options may be granted to officers, whether or not they are directors, but a director shall not be granted an Incentive Stock Option unless such director is also an employee of the Corporation. Payment of a director fee shall not be sufficient to constitute employment by the Corporation. Any grant of option to an officer or director of the Corporation subsequent to the first registration of any of the securities of the Corporation under the Act shall comply with the requirements of Rule 16b-3. An optionee may hold more than one Option.

The Corporation shall not grant an Incentive Stock Option under the Plan to any employee if such grant would result in such employee holding the right to exercise for the first time in any one calendar year, under all options granted to such employee under the Plan or any other stock option plan maintained by the Corporation or any Affiliate, with respect to shares of stock having an aggregate fair market value, determined as of the date of the Option is granted, in excess of one hundred thousand dollars ($100,000). Should it be determined that an Incentive Stock Option granted under the Plan exceeds such maximum for any reason other than a failure in good faith to value the stock subject to such option, the excess portion of such option shall be considered a Nonstatutory Option. If, for any reason, an entire option does not qualify as an Incentive Stock Option by reason of exceeding such maximum, such option shall be considered a Nonstatutory Option.

(b) Nonstatutory Option. The provisions of the foregoing Section 3(a) shall not apply to any option designated as a "Nonstatutory Stock Option Agreement" or which sets forth the intention of the parties that the option be a Nonstatutory Option.

4. Stock

The stock subject to Options shall be the shares of the Corporation's authorized but unissued or reacquired Common Stock (the "Stock").

(a) Number of Shares. Subject to adjustment as provided in Paragraph 5(h) of this Plan, the total number of shares of Stock which may be purchased through exercise of Options granted under this Plan shall not exceed five million (5,000,000) shares. If any Option shall for any reason terminate or expire, any shares allocated thereto but remaining unpurchased upon such expiration or termination shall again be available for the grant of Options with respect thereto under this Plan as though no Option had been granted with respect to such shares.

(b) Reservation of Shares. The Corporation shall reserve and keep available at all times during the term of the Plan such number of shares as shall be sufficient to satisfy the requirements of the Plan. If, after reasonable efforts, which efforts shall not include the registration of the Plan or Options under the Act, the Corporation is unable to obtain authority from any applicable regulatory body, which authorization is deemed necessary by legal counsel for the Corporation for the lawful issuance of shares hereunder, the Corporation shall be relieved of any liability with respect to its failure to issue and sell the shares for which such requisite authority was so deemed necessary unless and until such authority is obtained.

5. Terms and Conditions of Options

Options granted hereunder shall be evidenced by agreements between the Corporation and the respective Optionees, in such form and substance as the Board or Committee shall from time to time approve. Such agreements need not be identical, and in each case may include such provisions as the Board or Committee may determine, but all such agreements shall be subject to and limited by the following terms and conditions:

(a) Number of Shares: Each Option shall state the number of shares to which it pertains.

(b) Option Price: Each Option shall state the Option Price, which shall be determined as follows:

(i) Any Option granted to a person who at the time the Option is granted owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of value of all classes of stock of the Corporation, or of any Affiliate, ("Ten Percent Holder") shall have an Option Price of no less than one hundred ten percent (110%) of the fair market value of the common stock as of the date of grant; and

(ii) Incentive Stock Options granted to a person who at the time the Option is granted is not a Ten Percent Holder shall have an Option price of no less than one hundred percent (100%) of the fair market value of the common stock as of the date of grant.

(iii) Nonstatutory Options granted to a person who at the time the Option is granted is not a Ten Percent Holder shall have an Option Price determined by the Board as of the date of grant.

For the purposes of this paragraph 5(b), the fair market value shall be as determined by the Board, in good faith, which determination shall be conclusive and binding; provided however, that if there is a public market for such stock, the fair market value per share shall be the average of the bid and asked prices (or the closing price if such stock is listed on the NASDAQ National Market System) on the date of grant of the Option, or if listed on a stock exchange, the closing price on such exchange on such date of grant.

(c) Medium and Time of Payment: To the extent permissible by applicable law, the Option price shall be paid, at the discretion of the Board, at either the time of grant or the time of exercise of the Option (i) in cash or by check, (ii) by delivery of other common stock of the Corporation, provided such tendered stock was not acquired directly or indirectly from the Corporation, or, if acquired from the Corporation, has been held by the Optionee for more than six (6) months, (iii) by the Optionee's promissory note in a form satisfactory to the Corporation and bearing interest at a rate determined by the Board, in its sole discretion, but in no event less than 6% per annum, or (iv) such other form of legal consideration permitted by State law as may be acceptable to the Board.

(d) Term and Exercise of Options: Any Option granted to an Employee of the Corporation shall become exercisable over a period of no longer than ten
(10) years, and no less than twenty percent (20%) of the shares covered thereby shall become exercisable annually. No Option shall be exercisable, in whole or in part, prior to one (1) year from the date it is granted unless the Board shall specifically determine otherwise, as provided herein. In no event shall any Option be exercisable after the expiration of ten (10) years from the date it is granted. Unless otherwise specified by the Board or the Committee in the resolution authorizing such option, the date of grant of an Option shall be deemed to be the date upon which the Board or the Committee authorizes the granting of such Option. Each Option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective option agreements may provide. During the lifetime of an Optionee, the Option shall be exercisable only by the Optionee and shall not be assignable or transferable by the Optionee, and no other person shall acquire any rights therein. To the extent not exercised, installments (if more than one) shall accumulate, but shall be exercisable, in whole or in part, only during the period for exercise as stated in the option agreement, whether or not other installments are then exercisable.

(e) Termination of Status as Employee, Director, or Consultant: If Optionee's status as an employee, director, or consultant shall terminate for any reason other than Optionee's death, then the Optionee (or if the Optionee shall die after such termination, but prior to exercise, Optionee's personal representative or the person entitled to succeed to the Option) shall have the right to exercise any vested Options, in whole or in part, at any time within thirty (30) days after such termination (or in the event Optionee's termination was caused by permanent disability (within the meaning of Section 22(e)(3) of the Code) this 30-day period shall be extended to six (6) months) or the remaining term of the Option, whichever is the lesser; provided, however, that with respect to Nonstatutory Options, the Board may specify such longer period, not to exceed six (6) months, for exercise following termination as the Board deems reasonable and appropriate. The Option may be exercised only with respect to installments that the Optionee could have exercised at the date of termination of employment. Nothing contained herein or in any Option granted pursuant hereto shall be construed to affect or restrict in any way the right of the Corporation to terminate the employee of an Optionee with or without cause.

(f) Death of Optionee: If an Optionee dies while employed or engaged as a director or consultant by the Corporation or an Affiliate, the portion of such Optionee's Option or Options which were exercisable at the date of death may be exercised, in whole or in part, by the estate of the decedent or by a person succeeding to the right to exercise such Option or Options, at any time within the remaining term of the Option, but only to the extent, that Optionee could have exercised the Option as of the date of Optionee's death; provided, in any case, that the Option may be so exercised only to the extent that the Option has not previously been exercised by Optionee.

(g) Nontransferability of Option: No Option shall be transferable by the Optionee, except by will or by the laws of descent and distribution.

(h) Recapitalization: Subject to any required action by the stockholders, the number of shares of common stock covered by each outstanding Option, and the price per share thereof set forth in each such Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock of the Corporation resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares affected without receipt of consideration by the Corporation.

Subject to any required action by the stockholders, if the Corporation shall be the surviving entity in any merger or consolidation, each outstanding Option thereafter shall pertain to and apply to the securities to which a holder of shares of common stock equal to the shares subject to the Option would have been entitled by reason of such merger or consolidation. A dissolution or liquidation of the Corporation or a merger or consolidation in which the Corporation is not the surviving entity shall cause each outstanding Option to terminate on the effective date of such dissolution, liquidation, merger or consolidation. In such event, if the entity which shall be the surviving entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, but shall not be obligated to do so, the right for a period commencing thirty (30) days prior to and ending immediately prior to such dissolution, liquidation, merger or consolidation or during the remaining term of the Option, whichever is the lesser, to exercise any unexpired Option or Options, without regard to the installment provisions of Paragraph 5(d) of this Plan; provided, that any such right granted shall be granted to all Optionees not receiving an offer to substitute on a consistent basis, and provided further, that any such exercise shall be subject to the consummation of such dissolution, liquidation, merger or consolidation.

In the event of a change in the common stock of the Corporation as presently constituted, which is limited to a change of all of its authorized shares without par value into the same number of shares with a par value, the shares resulting from any such change shall be deemed to be the common stock within the meaning of this Plan.

To the extent that the foregoing adjustments relate to stock or securities of the Corporation, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Paragraph 5(h), the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock or any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number or price of shares of common stock subject to any Option shall not be affected by, and no adjustment shall be made by reason of, any dissolution, liquidation, merger or consolidation, or any issue by the Corporation of shares of stock of any class or securities convertible into shares of stock of any class.

The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Corporation to make any adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve, or liquidate or to sell or transfer all or any part of its business or assets.

(i) Rights as a Stockholder: An Optionee shall have no rights as a stockholder with respect to any shares covered by an Option until the date of the issuance of a stock certificate to Optionee for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Paragraph 5(h) hereof.

(j) Modification, Acceleration, Extension, and Renewal of Options: Subject to the terms and conditions and within the limitations of the Plan, the Board may modify an Option, or once an Option is exercisable, accelerate the rate at which it may be exercised, and may extend or renew outstanding Options granted under the Plan or accept the surrender of outstanding Options (to the extent not theretofore exercised) and authorize the granting of new Options in substitution for such Options, provided such action is permissible under Section 422A of the Code and state law. Notwithstanding the foregoing provisions of this Paragraph 5(j), however, no modification of an Option shall, without the consent of the Optionee, alter to the Optionee's detriment or impair any rights or obligations under any Option theretofore granted under the Plan.

(k) Investment Intent: Unless and until the issuance and sale of the shares subject to the Plan are registered under the Act, each Option under the Plan shall provide that the purchases of stock thereunder shall be for investment purposes and not with a view to, or for resale in connection with, any distribution thereof. Further, unless the issuance and sale of the stock have been registered under the Act, each Option shall provide that no shares shall be purchased upon the exercise of such Option unless and until (i) any then applicable requirements of state and federal laws and regulatory agencies shall have been fully complied with to the satisfaction of the Corporation and its counsel, and (ii) if requested to do so by the Corporation, the person exercising the Option shall (i) give written assurances as to knowledge and experience of such person (or a representative employed by such person) in financial and business matters and the ability of such person (or representative) to evaluate the merits and risks of exercising the Option, and (ii) execute and deliver to the Corporation a letter of investment intent, all in such form and substance as the Corporation may require. If shares are issued upon exercise of an Option without registration under the Act, subsequent registration of such shares shall relieve the purchaser thereof of any investment restrictions or representations made upon the exercise of such Options.

(l) Exercise Before Exercise Date: At the discretion of the Board, the Option may, but need not, include a provision whereby the Optionee may elect to exercise all or any portion of the Option prior to the stated exercise date of the Option or any installment thereof. Any shares so purchased prior to the stated exercise date shall be subject to repurchase by the Corporation upon termination of Optionee's employment as contemplated by Paragraphs 5(e), 5(f) and 5(g) hereof prior to the exercise date stated in the Option and such other restrictions and conditions as the Board or Committee may deem advisable.

(m) Other Provisions: The Option agreements authorized under this Plan shall contain such other provisions, including, without limitation, restrictions upon the exercise of the Options, as the Board or the Committee shall deem advisable. Shares shall not be issued pursuant to the exercise of an Option, if the exercise of such Option or the issuance of shares thereunder would violate, in the opinion of legal counsel for the Corporation, the provisions of any applicable law or the rules or regulations of any applicable governmental or administrative agency or body, such as the Act, the Securities Exchange Act of 1934, the rules promulgated under the foregoing or the rules and regulations of any exchange upon which the shares of the Corporation are listed.

6. Availability of Information

During the term of the Plan and any additional period during which an Option granted pursuant to the Plan shall be exercisable, the Corporation shall make available, not later than one hundred and twenty (120) days following the close of each of its fiscal years, such financial and other information regarding the Corporation as is required by the bylaws of the Corporation and applicable law to be furnished in an annual report to the stockholders of the Corporation.

7. Effectiveness of Plan; Expiration

Subject to approval by the stockholders of the Corporation, this Plan shall be deemed effective as of the date it is adopted by the Board. The Plan shall expire on March 15, 2011, but such expiration shall not affect the validity of outstanding Options.

8. Amendment and Termination of the Plan

The Board may, insofar as permitted by law, from time to time, with respect to any shares at the time not subject to Options, suspend or terminate the Plan or revise or amend it in any respect whatsoever, except that without the approval of the stockholders of the Corporation, no such revision or amendment shall (i) increase the number of shares subject to the Plan, (ii) decrease the price at which Options may be granted, (iii) materially increase the benefits to Optionees, or (iv) change the class of persons eligible to receive Options under this Plan; provided, however, no such action shall alter or impair the rights and obligations under any Option outstanding as of the date thereof without the written consent of the Optionee thereunder. No Option may be granted while the Plan is suspended or after it is terminated, but the rights and obligations under any Option granted while the Plan is in effect shall not be impaired by suspension or termination of the Plan.

9. Indemnification of Board

In addition to such other rights or indemnifications as they may have as directors or otherwise, and to the extent allowed by applicable law, the members of the Board and the Committee shall be indemnified by the Corporation against the reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any claim, action, suit or proceeding, or in connection with any appeal thereof, to which they or any of them may be a party by reason of any action taken, or failure to act, under or in connection with the Plan or any Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Corporation) or paid by them in satisfaction of a judgment in any such claim, action, suit or proceeding, except in any case in relation to matters as to which it shall be adjudged in such claim, action, suit or proceeding that such Board member is liable for negligence or misconduct in the performance of his or her duties; provided that within sixty (60) days after institution of any such action, suit or Board proceeding the member involved shall offer the Corporation, in writing, the opportunity, at its own expense, to handle and defend the same.

10. Application of Funds

The proceeds received by the Corporation from the sale of common stock pursuant to the exercise of Options will be used for general corporate purposes.

11. No Obligation to Exercise Option

The granting of an Option shall impose no obligation upon the Optionee to exercise such Option.

12. Notices

All notice, requests, demand, and other communications pursuant this Plan shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day following the mailing thereof to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid.

13. Financial Statements

The Company shall deliver a balance sheet and an income statement at least annually to each individual holding an outstanding option under the Plan, unless such individual is a Key Employee whose duties in connection with the Company (or any Parent or Subsidiary) assure such individual access to equivalent information.

* * * * *

The foregoing Incentive and Nonstatutory Stock Option Plan was duly adopted and approved by the Board of Directors on May 4, 2001, subject to shareholder ratification within 12 months.

/s/ Jay W. Hegemann
-------------------
Jay W. Hegemann, Secretary

Exhibit 10.2

SINGER PROPERTIES, INC.
LEASE AGREEMENT

1. BASIC LEASE TERMS:

(a) TENANT:_Remedent Professional______________________________

ADDRESS (For Notices):_1921 Malcolm #101 _________________ ______________________L.A. 90025____________________________

(b) PREMISES: _7 &P4_________Office number(s) (See Exhibit "A").

(c) TERM OF LEASE: The term of this Lease shall be __3__ month(s), commencing on __June 4th _________, __2001__, and shall automatically renew for 1 year on each anniversary date absent 60 day written notice by either party to terminate tenancy. (subject to early termination provisions under section 3.1).

(d) BASIC MONTHLY RENT: $_1,399.90__________ (subject to automatic 10% escalation upon each anniversary renewal). Including the following:_1_Executive Desk, _1_Executive Swivel Chair,_1_Executive Kneehole Credenza,_1_Hutch,_1_Plastic Mat,___Guest Chair(s),_2_ ----------------.
ADDITIONAL FURNITURE: ___ ________________@ $_______per mo.
___ ________________@ $_______per mo.
(e) TELEPHONE MONTHLY RENTAL: $___125.00________includes:
__1_Deluxe Instrument with One Business Line@ $75.00, __1_Additional Instrument(s) only @ $50.00, __1___Fax and/or Modem Line @ $50.00 each, ____Catagory 5 Cable Connection(s) @ $25.00 each,____ Additional Business Line @ $25.00, ____Additional Voicemail Box @ $25.00,____ "411" Directory Listing @ $3.00 each (allow 4 weeks), __2_T1 Internet (full bandwidth) Connection @ $99.95 first connection, $75.00 each additional connection.

(f) PARKING: ___2____ space(s) @ $75.00 each: $ __150.00__per month.

(g) OTHER: ___________________________________$____________

(h) TOTAL MONTHLY BASIC CHARGES: $_____1,899.00__________.

(i) SECURITY DEPOSIT (one month, NOT to be used as last month):

$__1,899.00______

including a non-refundable painting/cleaning fee of $__________ per office.

(j) TELEPHONE DEPOSIT: $200.00 per instrument (Refundable): $__400.00____

(k) ________sets of KEYS @ $ 50.00 DEPOSIT (Refundable): $__100.00____

(l) TELEPHONE INSTALLATION: $___200.00________ Additional charges for any changes after initial installation is completed or if additional wiring is required.
T1 CONNECTION CONFIGURATION CHARGE $___50.00______.

(m) BUILDING DIRECTORY LISTING: $__20.00______one time charge (allow 4 weeks).
(n) SIGNAGE: $__________________NOT AVAILABLE at this time.

(o) TOTAL MOVE-IN CHARGES: $___4,568.00__________ (Due upon lease execution).

     1.1.  PARTIES:  This  professional  Office Lease  (hereinafter  "Lease") is
entered      into     and      executed     by     and      between      Tenant,
_____________________________________________________,   (hereinafter  "Tenant")
and SINGER PROPERTIES, Inc. (hereinafter "Landlord"),  the owner and operator of

ENCINO OFFICE PLAZA, located at: 17555 Ventura Boulevard, Encino, California 91316.

2. PREMISES: Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises ("Premises") set forth in the Basic Lease Terms herein which are part of a larger premises operated by Landlord ("ENCINO OFFICE PLAZA - EXECUTIVE SUITES" hereinafter "the Encino Office Plaza").

3. TERM: The term of this Lease shall commence on the date set forth above and shall continue for the term set forth in the Basic Lease Term section described herein at paragraph 1. Such term, and any extension given with the express written consent of Landlord or by the automatic renewal provisions set forth hereinbelow at paragraph 20, Termination, is hereafter referred to as "term". If Landlord is unable to deliver possession of the Premises to Tenant at the commencement date of the term, Landlord will not be liable for any resulting damage, nor will this Lease be affected, except that Tenant will not be obligated to pay the basic monthly rent as hereafter defined, until Landlord delivers possession.

3.1. EARLY TERMINATION PROVISION: If ENCINO OFFICE PLAZA - EXECUTIVE SUITES should fall below 30% occupancy during the term of this Lease, Landlord hereby reserves the right to terminate this Lease upon thirty days (30) written notice to Tenant, provided that all such leases relating to the tenants of ENCINO OFFICE PLAZA - EXECUTIVE SUITES are terminated concurrently with the termination of this Lease.

4. RENT: Tenant agrees to pay to Landlord the basic monthly rent in the amount set forth in the Basic Lease Terms herein during the term of this Lease. Tenant will pay when due hereunder such rent, and any other charge(s), including any applicable sales, use and other taxes, now or hereafter imposed by any governmental body which shall all be deemed additional rent, without making any deduction or offset to:

Singer Properties, Inc. 17555 Ventura Boulevard, Suite 200 Encino, CA 91316

(a) Unless otherwise set forth herein, all rent and additional rent due to Landlord hereunder are due and payable in advance on the first of every month without demand or offset. Any additional charges are due and payable upon receipt of an invoice from Landlord.

(b) ANY PAYMENT NOT RECEIVED WITHIN THREE (3) DAYS AFTER THE DUE DATE IS SUBJECT TO A LATE CHARGE EQUAL TO TEN PERCENT (10%) OF THE PAST DUE BALANCE, BUT NOT LESS THAN $10.00, TO COMPENSATE LANDLORD FOR THE EXTRA COSTS INCURRED AS A RESULT OF SUCH LATE PAYMENT. TENANT ACKNOWLEDGES AND AGREES THAT SUCH LATE CHARGE IS REASONABLE.

(c) In addition, in the event that Tenant fails to pay any amount when due, Tenant shall pay to Landlord interest thereon at an annual rate of ten percent (10%) or such lower rate as may be the maximum lawful rate.

(d) In addition, in the event any check of Lessee should fail to clear the bank and is returned unpaid to Lessor, them immediately upon written demand of Lessor to Lessee, Lessee shall also pay a "Returned Check" processing fee of Fifty Dollars ($50.00) for each such check to cover Lessor's costs and expenses in processing each returned or unpaid check.

5. SECURITY DEPOSIT: Upon execution of this Lease, Tenant shall pay to Landlord the amount set forth in the Basic Lease Terms herein as a deposit ("Security Deposit"). Such amount shall be held by Landlord as security for the full, faithful and complete performance by Tenant of all terms, covenants and agreements to be kept by Tenant hereunder, or under any other agreement between Tenant and Landlord. Security Deposit is not to be used as Last Month Rent.

If Tenant fails to perform any of Tenant obligations when performance is due, Landlord may apply the Security Deposit to the payment of any monthly charge or any other payment due from Tenant, or of any sum which Landlord may spend or be required to spend by reason of Tenant's failure. Upon written demand by Landlord, Tenant will pay to Landlord any amount so applied so that such Security Deposit is returned to its original amount as specified herein. If at the end of the term of this Lease Tenant has performed all of the provisions of this Lease, the Security Deposit, or any remaining balance, will be returned to Tenant, without interest, less cleaning/painting fee, within forty-five (45) days after the end of such term.

6. USE: Tenant shall use the Premises as and for an executive suite (as defined hereinafter), and for no other purpose without the prior written consent of Landlord. Tenant shall abide by all laws, ordinances, rules and regulations, including but not limited to rules and regulations promulgated by Landlord, pertaining to the use of the Premises.

(a) "Executive Suite" shall mean an office to be used for professional non-manufacturing business purposes and the use of adjoining facilities for services provided to and shared by other Tenants of Landlord.

(b) Tenant agrees that Tenant will not offer or use the Premises to provide other services provided by Landlord to Landlord's Tenants, nor make or permit use of the Premises in a manner which is forbidden by law or regulation, or may be hazardous or unsafe, or may tend to impair the character, reputation, appearance or operation of Landlord as a provider of first-class executive offices and services. In the event that Tenant permits additional persons to occupy and use Tenant's executive suite, said additional persons shall be subject to additional rent demanded by Landlord, which shall be an obligation of Tenant, or shall subject this Lease to cancellation, at Landlord's option, unless Tenant first seeks and obtains written authorization from Landlord. In such event, the term "Tenant" used herein shall include said persons and said persons shall be subject to the provisions of this Lease. Only telephone equipment and service as provided by Landlord will be used by Tenant.

(c) Tenant will comply with all rules, regulations, and requirements of the property in which the Premises are located and with other reasonable rules and regulations established by Landlord and relating to the Premises and Tenant's use thereof. Landlord will have no responsibility to Tenant for violation of any lease provisions or rules and regulations by any other Tenant of Landlord.

(d) Tenant shall attorn to Landlord's assignee in such cases as may be required by Landlord.

(e) Tenant shall neither use nor occupy the Premises in any manner, nor commit any act, resulting in a cancellation or reduction of any insurance coverage or increase in premiums on any insurance policy covering the Premises or the property or building of which the Premises are a part.

(f) Tenant acknowledges that no security guard or watchman is present at the Encino Office Plaza and that Landlord has no duty to so provide. Tenant shall keep the premises locked when closed for business or when unattended. Tenant shall keep common area/public doors locked during off-hours, on weekends, holidays, and whenever the Encino Office Plaza is deemed closed for regular business and closed to the public, as Landlord may hereafter designate. Tenant acknowledges that Landlord will conduct videotape surveillance of entrance(s) and exit(s) to the premises before and after business hours for security purposes, and authorizes Landlord to videotape persons on behalf of Tenant and Tenant guests, and Tenant agrees to disclose to Tenant guests and employees that videotaping may be in progress.

7. IMPROVEMENTS AND ALTERATIONS: Landlord has made no promise to alter or improve the Premises or the property in which the premises are located and has made no representations concerning the condition thereof. By taking possession of the Premises, Tenant acknowledges that they are in good order and condition. Tenant shall maintain the Premises in good condition and repair, will not make holes in walls for any reason except the hanging of pictures, or cause or permit the Premises to be damaged or defaced in any manner whatsoever. Tenant will make no alterations or additions to the Premises without Landlord prior written consent.

Tenant will return the Premises at the end of the term in as good condition and repair as when Tenant received the Premises, reasonable wear and tear excepted. Tenant shall provide, at Tenant's expense, plastic mat(s) to be placed under each executive or rolling chair located within the Premises and will use it at all times. In the event mat(s) are not installed within one week of move-in, Landlord will purchase and install said mat(s) at a cost to Tenant of $65.00 each. Landlord may, but is not required to, make repairs or replacements for Tenant's account, and Tenant will pay to Landlord all costs and expenses for such repairs and replacements upon demand. It is also agreed that damage or injury done to the Premises, by Tenant, or by any person who may be in or upon the Premises with the consent of Tenant, other than from normal wear and tear, shall be paid by Tenant.

8. MAIL: Subject to any restrictions set forth herein, Tenant is hereby authorized to use the address of Landlord as Tenant's business address (the "premises address" herein). Tenant acknowledges that the U.S. Post Office will not forward Tenant's mail on a change of address order upon termination of this lease or use of the premises and that it will be Tenant's responsibility to notify all parties of termination of such use of the premises address.

IN THE EVENT THAT THIS LEASE IS TERMINATED, TENANT IS IN DEFAULT HEREUNDER, OR ANY OR ALL CHARGES ARE NOT KEPT CURRENT PURSUANT TO THIS LEASE, LANDLORD MAY TERMINATE TENANT'S RIGHT TO USE THE PREMISES ADDRESS AND AT LANDLORD'S ELECTION AND UPON NOTICE TO TENANT, MAY RETURN ALL MAIL TO SENDERS.

9. TELEPHONE ANSWERING AND OTHER SERVICES: Landlord agrees to provide the following services as long as Tenant is not in default under this lease:

(a) Telephone answering (with the exception of excessive call received), reception and other limited business services from 9:00 a.m. to 5:00 p.m., Monday through Friday, recognized holidays as determined by Landlord excepted. "Excessive" calls received (more then 25 per day) will be billed at A RATE DETERMINED BASED ON VOLUME.

(b) Moves, adds and changes relating to telephone service and other services at the rates described on the Rates and Fee Schedule, Section A, which Schedule is available under separate cover. Said Rates and Fees shall be subject to periodic increases by Landlord to compensate for increased costs and federal, state and local taxes, if any.

(c) Dial Tone: Tenant will have the ability to place local and long distance telephone calls at the rates described on the Rates and Fee Schedule,
Section B, which Schedule is available under separate cover. Said rates shall be subject to period increases by Landlord to compensate for increased costs.

(d) Parking Valet Services: Landlord may, at Landlord's election, provide parking attendant ("valet") services for the convenience of Tenant and guests and for increased parking capacity. Should Landlord elect to offer said parking attendant services, Tenant agrees to abide by any and all rules relating to said parking attendant services, including but not limited to cooperation with attendant, agreement to provide keys to automobiles and to permit attendant to park and move cars as may be reasonably required, to pay fees which may be reasonably required related to said services, and that any such rules and requirements as may hereafter be propounded shall bind Tenant guests as well as Tenant.

(e) Air conditioning: Landlord will provide air conditioning from 8:00 a.m. to 5:00 p.m., Monday through Friday, recognized holidays as determined by Landlord excepted. Tenant may request additional air conditioning services during off-hours and holidays at the rate of $25.00 per hour.

Tenant acknowledges and agrees that said services are subject to human, electrical and mechanical error, failure or illness which may result in a delay or discontinuance of their services.

TENANT HEREBY REPRESENTS THAT TENANT HAS READ AND AGREES TO SECTIONS 11 (LIMITATION OF LIABILITY), AND 12 (INDEMNITY) AND 13 (WARRANTIES, REMEDIES, AND LIMITATIONS) BELOW.

9.1. TERMINATION OF SERVICES IN EVENT OF DEFAULT OR TERMINATION: IN THE EVENT THAT THIS LEASE TERMINATES, OR TENANT IS IN DEFAULT HEREUNDER (AS DEFINED BELOW), LANDLORD MAY, AT ITS ELECTION, REFUSE TO ANSWER TENANT'S TELEPHONES AND/OR TERMINATE (DISCONNECT) TELEPHONE SERVICE AND LANDLORD SHALL NOT BE IN BREACH OF ANY OF ITS OBLIGATIONS HEREUNDER, UNDER THE LEASE, OR UNDER ANY OTHER AGREEMENT, NOR SHALL SUCH REFUSAL BE DEEMED A CONSTRUCTIVE EVICTION OF TENANT UNDER THE LEASE.

Tenant agrees that only Landlord provided telephone equipment will be used in Tenant's offices. Tenant understands that any assigned phone numbers are non-transferable when service is discontinued and are the property of Landlord. Tenant further understands it may not place a display ad in the yellow pages of any telephone directory or order a calling card (or other telephone credit or charge card) under the assigned number.

10. FURNITURE AND EQUIPMENT: In the event Tenant uses or rents Landlord's furniture or other equipment including but not limited to telephones (hereinafter collectively "Equipment"), Tenant shall not damage said equipment or make any modifications, alterations or attachments thereto, nor remove the same without the written consent of Landlord, which may be withheld in the sole discretion of Landlord.

If in the opinion of Landlord, any Tenant performed modifications, whether or not made with the permission of Landlord, interferes with the normal use and maintenance of the Equipment and/or telephone system and/or switch at the Landlord center or otherwise creates a safety hazard, Landlord may, at Client's expense, remove any such modifications. Equipment shall be moved only by Landlord or its authorized representatives. Tenant shall be responsible to pay all costs of such move at the then published Landlord fees.

Upon expiration of the term or other termination of this Lease, Tenant shall return Equipment to Landlord in the same condition as when provided, normal wear and tear excepted. If at the end of the term of this Lease, Tenant has performed all of the provisions of this Lease, and provided Tenant is not in default under the lease, the deposit or deposits held pursuant to paragraphs 1(1) or (m) of this Lease, on the Equipment or any remaining balance will be returned to Tenant, without interest, within forty-five (45) days after the end of the term.

11. PARKING: Subject to Landlord's right to provide a parking attendant in accordance with Article 9(d) of the Lease, Tenant shall pay to Landlord, the amount set forth in the Basic Lease Terms herein each month payable in advance for parking in the parking lot servicing the premises. Landlord reserves the right to designate a specific area or space(s) in which Tenant must park, including the assignment of a tandem spaces, if need be, in the sole discretion of Landlord and Tenant shall otherwise comply with all rules and regulations governing the use of said parking lot by tenants and their guests. Tenant shall NOT park on the premises unless a valid PARKING DECAL is displayed on the front windshield.

(a) THIS LEASE IS MADE UPON THE EXPRESS CONDITION THAT LANDLORD AND ITS SHAREHOLDERS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, AGENTS, PARTNERS, CONTRACTORS, EMPLOYEES, CONSULTANTS, AND ATTORNEYS (COLLECTIVELY "LANDLORD'S RELATED PARTIES") SHALL BE FREE FROM ALL LIABILITY AND CLAIM FOR DAMAGES, EXCEPT THOSE CAUSED BY THE GROSS NEGLIGENCE OF LANDLORD, BY REASON OF ANY INJURY TO ANY PERSON OR PERSONS, INCLUDING TENANT, OR PROPERTY OF ANY KIND, FROM ANY CAUSE OR CAUSES, IN ANY WAY CONNECTED WITH SAID PREMISES, OR ANY SERVICES PROVIDED THEREIN, OR THE USE OR OCCUPANCY THEREOF DURING THE TERM OF THIS LEASE OF ANY EXTENSIONS HEREOF OR ANY OCCUPANCY HEREUNDER, IN NO EVENT SHALL LANDLORD OR LANDLORD'S RELATED PARTIES BE LIABLE FOR ANY DAMAGES FROM, AMONG OTHER THINGS, FIRE, WATER, LEAKING OF OVERFLOWING OF PLUMBING, THEFT OR VANDALISM. IN NO EVENT SHALL LANDLORD OR LANDLORD'S RELATED PARTIES BE LIABLE FOR ANY CONDUCT OF ANY OTHER TENANT OF THE BUILDING WHERE THE PREMISES ARE LOCATED, AND ANY SUCH CONDUCT SHALL NOT GIVE TENANT THE RIGHT TO TERMINATE THIS LEASE OR ANY OTHER AGREEMENT BETWEEN LANDLORD AND TENANT.

LANDLORD AND/OR LANDLORD'S RELATED PARTIES SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR CONSEQUENTIAL DAMAGE OR DAMAGES OR INJURY TO TENANT'S BUSINESS OR POTENTIAL BUSINESS, NO MATTER WHAT CAUSES SUCH DAMAGES.

(b) THE PREMISES AND ANY SERVICES, FURNISHINGS, AND FACILITIES PROVIDED PURSUANT TO THIS LEASE ARE FURNISHED WITHOUT WARRANTY OF ANY SORT WHATSOEVER.

Tenant's sole remedy, and Landlord's sole obligation for any failure to render any service, furnishings or facility, any error or omission, or any delay or interruption with respect thereto, is limited to an adjustment to Tenant's billing in an amount equal to the charge for such service, furnishings or facility for the periods during which the failure, delay or interruption continues. (By way of example only, if Client's office is reasonably determined to be unusable due to the gross negligence of Landlord, Tenant's billing will be reduced in proportion to Tenant's reduced use thereof.) With the sole exception of the remedy set forth in this paragraph 11 (b), Tenant expressly and specifically agrees to waive, and agrees not to make any claim for damages, direct or consequential, arising out of any failure to furnish any service, furnishings or facility, any error or omission with respect thereto, or any delay or interruption of the same. Notwithstanding anything in this paragraph, there shall be no billing adjustment if Tenant is in default hereunder.

13. INDEMNITY: Tenant hereby covenants and agrees to indemnity and hold harmless Landlord and Landlord's Related Parties from all liability, loss, cost or obligations including actual attorney's fees incurred by Landlord or Landlord's Related Parties on account of Tenant ' s or Tenant's Invitees' use of the Premises and anything done or allowed to be done by Tenant or Tenant's Invitees on the Premises or the building where the Premises are located.

(a) LANDLORD'S ONLY LIABILITY AND TENANT'S SOLE REMEDY FOR ANY LOSS OF THE SERVICES TO BE PROVIDED PURSUANT TO PARAGRAPH 8 and 9 HEREIN ABOVE, OR OTHERWISE PROVIDED AT TENANT'S REQUEST, ARE LIMITED TO A PRO RATA CREDIT OF PAYMENTS MADE BY TENANT PURSUANT TO PARAGRAPH 4. SAID PRO RATA CREDIT SHALL APPLY TO THE PERIOD OF TIME DURING WHICH LANDLORD WAS NOT ABLE TO PROVIDE THE ABOVE-DESCRIBED SERVICES.

(b) LANDLORD PROVIDES NO WARRANTIES AS TO ANY SERVICES PROVIDED TO TENANT AND ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE HEREBY WAIVED.

(c) THE FOREGOING REMEDY IS EXCLUSIVE AND IS GIVEN AND ACCEPTED IN LIEU OF ANY OBLIGATION, LIABILITY, RIGHT OR CLAIM OR REMEDY IN CONTRACT OR TORT, WHETHER OR NOT ARISING FROM LANDLORD'S GROSS NEGLIGENCE. ACTUAL OR IMPUTED. THE REMEDIES OF TENANT SHALL BE LIMITED TO THOSE PROVIDED HEREIN TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES, INCLUDING, WITHOUT LIMITATION, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

15. INSURANCE: Tenant hereby agrees that Tenant will at Tenant's own expense at all times during the term of this Lease, carry public liability insurance with a company suitable to Landlord, naming Landlord as additionally insured for all operations of Tenant upon the Premises, and for all perils, including fire, with a limitation for property damage of not less than One Hundred Thousand Dollars ($100,000.00) and limitation for injury or death per occurrence not less than One Million Dollars ($1,000,000.00), and in the event Tenant should fail to secure a public liability insurance policy and/or fail to pay any premium or premiums thereon when the same becomes due, then in that event, Landlord may at its option pay such premium or premiums and/or secure such public liability insurance policy, and the cost thereof shall become due and payable as rent by Tenant due Landlord on the next succeeding rent day thereafter.

A duplicate policy or certificate showing such insurance coverage shall be filed with Landlord within ten (10) days following the execution of this Lease by Landlord or prior to Tenant's occupancy of the Leased Premises, whichever occurs first, and said policy shall provide that such insurance coverage shall not be canceled or subject to reduction of coverage without at least ten (10) days prior written notice to Landlord. At least thirty (30) days prior to the expiration of any policy, a policy showing that such coverage has been renewed or extended shall be filed with Landlord.

16. DESTRUCTION OF PREMISES: Should the Premises or the building in which said Premises are located be so damaged by flood, fire, earthquake, explosion or other cause, that, in the opinion of Landlord, it is impractical or inadvisable to restore the same, then this Lease shall terminate as of the date of such damage, and both Landlord and Tenant shall be released from all obligations hereunder, subsequent to the date of such damage. In the event that Landlord should desire to restore the Premises, Landlord shall have ninety (90) days, or such additional time as may be mutually agreed to between the parties, to do so. The rent due hereunder during the period that the Premises are in need of or are being restored shall be abated or proportionately reduced, depending on whether the Premises are entirely or partially untenantable.

17. EMINENT DOMAIN: In the event that all or part of the Premises shall be taken under power of eminent domain or sold under threat of such taking, this Lease shall terminate as to the part so taken or sold, and the rent shall be reduced in the proportion that the value of the Premises is reduced thereby. The entire award or proceeds from such taking or sale of land and improvements, including severance damages, shaft belong to Landlord and Tenant shall be entitled only to the portion of the award or proceeds for its personal property which may be taken, and any relocation allowance actually paid by the condemning authority. Tenant may terminate this Lease by notice to Landlord within thirty (30) days after such taking or sale.

18. DEFAULT: Tenant shall be in default hereunder when Tenant does not pay any sum payable by Tenant to Landlord after such sum becomes due and payable under this Lease, or if Tenant fails to perform any of Tenant's other covenants or provisions or agreements under this Lease. If Tenant does not cure such default within three (3) days after written notice from Landlord, Landlord shall have, in addition to any other rights hereunder, the right, without further notice, and in addition to and not in lieu of other remedies available, to terminate all of Tenant's rights under this Lease, or such of those rights as Landlord designates in such written notice. Such notice shall be in lieu of, and not in addition to, any notice required by California Code of Civil Procedure 1161 or any other successor statute.

If Tenant's rights under this Lease are so terminated, Landlord may, after complying with any applicable requirements of law, take possession of the Premises. Upon any such action by Landlord, Tenant shall remain liable for all obligations which have previously accrued, and, to the maximum extent permitted by law, for all obligations which may subsequently accrue under this Lease.

Landlord shall not be in default under this Lease unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event later than thirty days (30) after written notice by Tenant to Landlord, specifying the nature of said default; provided, however, that if Landlord's obligation is such that more than thirty days (30) is required for said performance, then Landlord shall not be in default if Landlord commences performance within said thirty day (30) period and thereafter diligently prosecutes the same to completion.

19. FORCE MAJEURE: If Landlord's performance of this Lease or of any of its obligations hereunder is prevented or restricted by reason of any cause beyond the reasonable control of Landlord, including, but not limited to, mechanical or electrical breakdown, fire, explosion or other casualty, acts of God, acts of public enemies, embargo, delays of supplies, acts of any governmental agency, labor difficulties, strikes or inclement weather, Landlord, upon giving timely notice to Tenant, shall be excused from such performance hereunder to the extent of such breakdown, prevention or restriction, provided that Landlord shall resume performance within a reasonable time after any such cause has been removed or ceases.

20. ASSIGNMENT AND SUBLETTING: Tenant shall not assign this Lease or any interest herein or sublet the Premises or any portion thereof or permit any other person to occupy the Premises or any portion thereof. No assignee for the benefit of creditors, trustee in bankruptcy or purchaser at any execution sale shall have any right to possess or occupy the Premises or any part thereof, or claim of right hereunder.

Notwithstanding the foregoing, in the event that Landlord should hereafter grant to Tenant permission to seek to assign or sublet, Tenant agrees to reimburse Landlord's reasonable attorneys' fees incurred in connection with the processing and documentation of any requested transfer, assignment, or subletting agreement. Said Landlord's permission to seek to assign or sublet must be in writing. Further, Landlord reserves the right to approve any sub-tenant or assignee, and may demand any documentation whatsoever to Landlord's satisfaction in order to approve said sub-tenant or assignee. Further, Landlord may deny said approval solely within Landlord's discretion and applicable law.

21 TERMINATION: TENANT SHALL GIVE LANDLORD NOT LESS THAN SIXTY (60) DAYS WRITTEN NOTICE OF TENANT'S INTENTION TO DISCONTINUE ITS TENANCY HEREUNDER PRIOR TO THE END OF ANY TERM. IF TENANT FAILS TO PROVIDE SUCH NOTICE, TENANT'S TERM SHALL AUTOMATICALLY BE RENEWED FOR AN ADDITIONAL ONE YEAR TERM. TENANT'S CONTINUED FAILURE TO PROVIDE LANDLORD SUCH NOTICE WILL RESULT IN TENANT'S TERM BEING AUTOMATICALLY RENEWED FOR SUCCESSIVE ADDITIONAL ONE YEAR TERMS. SAID NOTICE MAY NOT BE GIVEN MORE THAN NINETY (90) DAYS PRIOR TO THE END OF ANY TERM.

LANDLORD MAY, AT LANDLORD'S ELECTION, GIVE TENANT WRITTEN NOTICE OF LANDLORD'S ELECTION TO TERMINATE TENANCY NOT LESS THAN SIXTY (60) DAYS PRIOR TO THE END OF ANY TERM, OR ELECT EARLY TERMINATION PURSUANT TO THE PROVISIONS OF
SECTION 3.1. NOTHING HEREIN SHALL BE DEEMED TO PROVIDE TENANT WITH AN IRREVOCABLE OPTION TO RENEW TENANT'S TENANCY. EXPRESS RENEWAL AND AUTOMATIC RENEWAL ARE EXPRESSLY CONDITIONED UPON LANDLORD'S CONSENT, WHICH SHALL BE DEEMED GIVEN ABSENT LANDLORD'S WRITTEN NOTICE OF TERMINATION OF TENANCY.

(a) Upon termination or default of this Lease, Tenant agrees to return to Landlord any equipment provided by Landlord to Tenant. The equipment is, and shall remain at all times, the property of Landlord. Further, Tenant shall provide Landlord with a forwarding address such that residual billings can be mailed to Tenant.

(b) Tenant, including its principals, partners, shareholders, officers, directors, managers, members, owners (collectively "Tenant's Related Parties") and any parent, subsidiary or affiliated companies, jointly and severally agree that during the term of this Lease or within one year following the termination of this Lease, Tenant and Tenant's Related Parties will not hire any of the employees of Landlord or persons employed by Landlord during the 90-day period prior to the hire date of said person by Tenant. In the event that Tenant shall breach any obligation contained in this paragraph, Tenant shall be liable to Landlord for, and shall pay to Landlord on demand, damages in the sum of $5,000 for each such employee, it being mutually agreed by Tenant and Landlord that this provision for liquidated damages is reasonable and that the actual damage which would be sustained by Landlord as the result of a failure to comply with the provisions would be impractical or extremely difficult to fix or determine.

22. SURRENDER OF POSSESSION BY TENANT: Tenant hereby agrees, upon the termination of this Lease, to immediately and peaceably yield up and surrender the Premises in as good condition as the same were at the time of the taking of possession, subject to reasonable wear and tear. Any personal property remaining in the Premises upon expiration or termination shall be deemed abandoned.

Notwithstanding Tenant's failure to give 60 days notice of termination as provided above, Landlord may, at any time prior to termination of the initial term hereof or any 60 day renewal period, give Tenant a demand for possession of the Premises upon termination of the initial term or the then applicable 60 day period, as the case may be (the "Possession Date"). If Tenant remains in possession of the premises after the Possession Date, Tenant shall become a lessee at sufferance only, upon the same terms and conditions as contained herein except that the monthly rent shall equal to two (2) times the monthly rent which was in effect immediately prior to the Possession Date. Acceptance by Landlord of rent after the Possession Date shall not constitute consent to a holdover by Tenant or result in a renewal of this Lease. In addition, Tenant shall indemnify and hold harmless Landlord and Landlord's Related Parties from any and all claims, demands, losses or damages incurred by or asserted against Landlord or Landlord's Related Parties due to Tenant's failure to deliver possession of the Premises at the Possession Date including, without limitation, any claims by any succeeding tenant for the Premises based on such delay.

Without prior written consent, Tenant shall not remove any of its/his/her property from the premises upon termination of this Lease, or at any other time, except during Landlord's normal business hours. In the event that Tenant elects to remove its property before or after normal business hours following obtaining consent from Landlord, any expenses incurred by Landlord as a result, including but not limited to additional expenses for security, personnel, utilities and the like, shall be paid by Tenant.

23. RIGHT OF ENTRY: Landlord's agent may enter upon the Premises at any reasonable time to inspect and examine the Premises and to see that the covenants hereof are being kept and performed, to take action which may be required or permitted hereunder, to make such repairs, additions, or improvements as Landlord shall deem necessary, or to exhibit the Premises to prospective tenants or purchasers thereof.

Landlord shall have the right to enter and show Tenant's office or offices and related areas to prospective tenants during the sixty day period after notice to vacate is received from Tenant.

24. SIGNS: Tenant shall not place or permit to be placed any sign, advertisement, notice or other similar matter on any doors, windows, or walls or other areas of the Premises which are open to the view of persons in the common area of the ENCINO OFFICE PLAZA and/or EXECUTIVE SUITES or to persons outside of the building in which the EXECUTIVE SUITES and the Premises are located.

25. KEYS: Two (2) keys to the Premises will be furnished by Landlord. Additional keys will be furnished upon Tenant's payment to Landlord of the fee therefore as determined by Landlord. Tenant shall not cause or permit the duplication of any keys to be made, and Tenant shall not cause or permit any keys to be possessed by any person other than an authorized agent of Tenant. Tenant agrees to return to Landlord all keys to the Premises at the termination of the tenancy. Landlord shall have the right to charge Tenant $25.00 for each key which Tenant does not return to Landlord within five (5) days of vacating the Premises.

25.1. SECURITY KEY FOBS: (When and if this system is intregrated.) Security key fobs for electronic security system have been provided to Tenant in the number set forth in the Basic Lease Terms. The security deposit collected for each security key fob issued is $25.00. The charge for each lost security key fob is $25.00. Tenant agrees to surrender each and every security key fob at termination of tenancy and surrender of the Premises.

26. WAIVER: One or more waivers by Landlord of any breach of any covenant or condition hereunder shall not be construed as a waiver of a subsequent or continuing breach of the same or of any other covenant or condition, and the consent or approval by Landlord to or of any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent or approval to or of any subsequent act by Tenant.

27. TIME OF THE ESSENCE: Time is expressly of the essence of this Lease, and of all covenants and conditions contained herein.

28. SUCCESSORS AND ASSIGNS: The covenants and conditions herein contained shall, subject to the provision as to assignments and subletting, apply to and bind the heirs, successors, executors, administrators and assigns of the respective parties hereto. If this Lease is executed by more than one person as Tenant, their obligation shall be joint and several.

29. ATTORNEYS FEES: In the event of any legal action or proceeding by Tenant or Landlord against the other under this Lease, the prevailing party shall be entitled to recover all expenses and costs, including attorneys fees and costs of appeal, if any, in such amount as is reasonable. In addition, should Landlord retain legal counsel due to any default by Tenant, Tenant shall reimburse Landlord its actual attorney fees and expenses incurred as a consequence of remedying any default.

30. NOTICES: All notices by Tenant or Landlord to the other must be in writing. Notice to Tenant will be considered given if delivered personally to Tenant or to one of Tenant's officers or mailed by registered or certified mail, postage prepaid, addressed to Tenant, either at Landlord's premises address described herein or at Tenant's address described herein. Notices to Landlord will be considered given if mailed by registered or certified mail, postage prepaid, to Landlord at Landlord's address set forth in the applicable schedule or such other address as Landlord shall designate to Tenant in writing.

31. SEVERABILITY: The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of any other provision. No waiver of any default of Tenant shall be implied from any failure by Landlord to take action with respect to such default.

32. ENTIRE AGREEMENT: This Lease supersedes any prior agreement or agreements and embodies the entire agreement between Landlord and Tenant with regard to the leasing of the Premises to Tenant, and may not be modified, changed or altered in any way except in writing. Submission of this instrument for examination does not constitute a reservation of or option for the Premises and becomes effective only upon execution and delivery by both parties and shall be interpreted and enforced in accordance with the laws of the State of California.

33. AUTHORITY OF PARTIES AND GUARANTEE: Each party represents that it has the full power and authority to enter into and perform this Lease. If Tenant is a corporation or limited liability entity, each individual executing this Lease on behalf of said corporation or limited liability entity represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation or limited liability entity, and that this Lease is binding on said corporation or limited liability entity.

If Tenant is an unincorporated association or partnership, the undersigned personally guarantees the full and faithful performance of the terms and conditions of this Lease by the above Tenant in the event of default in the performance, either under the remedies stated in the Lease, or those provided at law.

34. HEADINGS: The section headings used in this Lease are intended for convenience only and shall not be used in interpreting this Lease or in determining any of the rights or obligations of the parties to this Lease.

IN WITNESS WHEREOF, the parties have caused this Lease comprised of TEN (10) pages plus any exhibits to be executed on the date set forth herein below.

By:

                               /s/ Macki Singer
                               Name (Please Print)__Macki Singer_____

Date:   June 4, 2002                             Tenant:
      -------------------------

By:

/s/ Stephen Ross
Name (Please Print)__Stephen Ross______
Title ___CFO_________________________

Exhibit 10.3

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT ("Agreement"), dated as of April 25, 2001, is by and between Dental Advisors, a Nebraska corporation, ("Purchaser"), and Remedent USA, Inc., a Nevada corporation ("Seller") (collectively, the "Parties").

W I T N E S S E T H

WHEREAS, Seller has offered for sale to Purchaser units of its securities (the "Units"), each unit consisting of one share of common stock (the "Shares") and one warrant exercisable at $0.25 for a term of five years (the "Warrants"), at a purchase price of $0.25 per Unit (the "Purchase Price").

WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller, Units upon the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the promises and respective mutual agreements herein contained, it is agreed by and between the Parties hereto as follows:

ARTICLE 1
SALE AND PURCHASE OF THE UNITS

1.1 Sale of the Units. Upon execution of this Agreement (the "Closing"), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Units.

1.2 Instruments of Conveyance and Transfer. As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Units of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Units to PURCHASER.

1.3 Consideration and Payment for the Units. In consideration for the Units, PURCHASER shall pay a purchase price of a total of Three Hundred and Thirteen Thousand dollars ($313,000.00) ($0.25 per Unit) ("Purchase Price").

ARTICLE 2
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER

2.1 Seller hereby represents and warrants that:

(a) This Agreement and the Units issuable hereunder have been duly authorized by the appropriate corporate action of Seller.

(b) Seller shall transfer title, in and to the Units to Purchaser free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent.

(c) As soon as practicable after each Closing, Seller shall deliver to Purchaser a certificate or certificates representing the Units subject to no liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever, except as set forth in the legend on the certificate, which legend shall provide as follows:

THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

(d) Purchaser acknowledges that the Units will be "restricted securities" (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended ("Rule 144"), that the Units will include the foregoing restrictive legend, and, except as otherwise set forth in this Agreement, that the Units cannot be sold unless registered with the United States Securities and Exchange Commission ("SEC") and qualified by appropriate state securities regulators, or unless Purchaser obtains written consent from Seller and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144).

(e) If the Company at any time proposes to register any of its securities under the Act, except on a registration statement on Form S-8 or Form S-4, the Company will use its best efforts to cause the Shares, and the shares of common stock issuable upon exercise of the Warrants (the "Warrant Shares") owned by Holder to be registered under the Act (with the securities which the Company at the time propose to register), all to the extent requisite to permit the sale or other disposition by the Holder (Piggyback Registration Rights); provided, however, that the Company may, as a condition precedent to its effecting such registration, require the Holder to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that the Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement ("underwriter's lock-up"). Additionally, the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration may require that Holder enter into an agreement with the Company that only a percentage of the shares of common stock underlying the Warrants owned by Holder be registered on such registration statement if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement ("underwriter's carve-out"). All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accounts, or counsel for the Company and or counsel for the Holder and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. Notwithstanding the foregoing, Holder shall pay all underwriting discounts or commissions with respect to any securities sold by the Holder.

(i) In the event of any registration of any of its securities under the Act pursuant to this Section, the Company hereby indemnifies and holds harmless the Holder (which phrase shall include any underwriters of such securities), their respective directors and officers, and each other person who participates, in the offering of such securities and each other person, if any, who controls the Holder, or such participating persons within the meaning of the Act, against any losses, claims, damages or liabilities, joint or several, to which each the Holder or any such director or officer or participating person or controlling person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such securities were registered under the Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein an material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each the Holder and each director, officer or participating or controlling person for any legal or any other expenses reasonably incurred by the Holder or such director, officer or participating or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, preliminary prospectus or prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by the Holder specifically stating that it is for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or such directors, officer or participating or controlling person, and shall survive the transfer of such securities by the Holder.

(ii) The Holder shall by acceptance thereof, indemnify and hold harmless the Company and its directors and officers, and each person, if any who controls the Company, against any losses, claims, damages or liabilities, joint or several, to which the Company or any director or officer or any such person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which securities were registered under the Act at the request of such holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary prospectus, prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such holder specifically stating that it is for use therein; and will reimburse the Company or such director, officer or person for any legal or any other expense reasonably incurred in connection with investigation or defending any such loss, claim, damage, liability or action.

(f) If the Company shall be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company will use its best efforts timely to file all reports required to be filed from time to time with the SEC (including but not limited to the reports under Section 13 and 15(d) of the 1934 Act referred to in subparagraph
(c)(1) of Rule 144 adopted by the SEC under the Act). If there is a public market for any securities of the Company at any time that the Company is not subject to the reporting requirements of either of said Section 13 or 15(d), the Company will, upon the request of Holder, use its best efforts to make publicly available the information concerning the Company referred to in subparagraph
(c)(2) of said Rule 144. The Company will furnish to Holder, promptly upon request, (i) a written statement of the Company's compliance with the requirements of subparagraphs (c)(1) or (c)(2), as the case may be, of said Rule 144, and (ii) written information concerning the Company sufficient to enable Holder to complete any Form 144 required to be filed with the SEC pursuant to said Rule 144.

2.2 Purchaser represents and warrants to Seller as follows:

(a) Purchaser has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Units offered by Seller of the size contemplated. Purchaser represents that Purchaser is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Purchaser has had a full opportunity to inspect the books and records of the Seller and to make any and all inquiries of Seller officers and directors regarding the Seller and its business as Purchaser has deemed appropriate.

(b) Purchaser is an "Accredited Investor" as defined in Regulation D of the Securities Act of 1933 (the "Act") or Purchaser, either alone or with Purchaser's professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Seller or any affiliate or selling agent of Seller, directly or indirectly, has sufficient knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Units offered by Seller and of making an informed investment decision with respect thereto and has the capacity to protect Purchaser's own interests in connection with Purchaser's proposed investment in the Units.

(c) Purchaser is acquiring the Units solely for Purchaser's own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a direct or indirect beneficial interest in such Units.

(d) Purchaser will not sell or otherwise transfer the Units without registration under the Act or an exemption therefrom and fully understands and agrees that Purchaser must bear the economic risk of Purchaser's purchase for an indefinite period of time because, among other reasons, the Units have not been registered under the Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or unless an exemption from such registration is available.

ARTICLE 3
MISCELLANEOUS

3.1 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth.

3.2 Notices. Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by any of the Parties hereto to be desirable, to be given to any other party hereto shall be in writing and shall be given by facsimile, personal delivery, overnight delivery, or mailed by registered or certified mail, postage prepaid, with return receipt requested, to the following addresses:

To Purchaser:              Dental Advisors, Inc.
------------
                           314 North 4th Street
                           Newman Grove, NE 68758
                           Fax: (402) 447-6009
                           Attn: Dr. Edward Quincy

To Seller:                 Remedent USA, Inc.
----------
                           1220 Birch Way
                           Escondido, CA  92027
                           Fax:  (760) 781-3330
                           Attn: Rebecca M. Inzunza, President

With Copy To:              Senn Palumbo Meulemans, LLP
------------
                           18301 Von Karman, Suite 850
                           Irvine, CA  92612
                           Fax: (949) 251-1331
                           Attn: Lynne Bolduc, Esq.

The persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid. If notice is given by facsimile, personal delivery, or overnight delivery in accordance with the provisions of this Section, said notice shall be conclusively deemed given at the time of such delivery. If notice is given by mail in accordance with the provisions of this Section, such notice shall be conclusively deemed given seven days after deposit thereof in the United States mail.

3.3 Waiver and Amendment. Any term, provision, covenant, representation, warranty or condition of this Agreement may be waived, but only by a written instrument signed by the party entitled to the benefits thereof. The failure or delay of any party at any time or times to require performance of any provision hereof or to exercise its rights with respect to any provision hereof shall in no manner operate as a waiver of or affect such party's right at a later time to enforce the same. No waiver by any party of any condition, or of the breach of any term, provision, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term, provision, covenant, representation or warranty. No modification or amendment of this Agreement shall be valid and binding unless it be in writing and signed by all Parties hereto.

3.4 Choice of Law. This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws.

3.5 Jurisdiction. The Parties submit to the jurisdiction of the Courts of the County of Orange, State of California or a Federal Court empaneled in the State of California for the resolution of all legal disputes arising under the terms of this Agreement, including, but not limited to, enforcement of any arbitration award.

3.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

3.7 Attorneys' Fees. Except as otherwise provided herein, if a dispute should arise between the Parties including, but not limited to arbitration, the prevailing party shall be reimbursed by the non-prevailing party for all reasonable expenses incurred in resolving such dispute, including reasonable attorneys' fees exclusive of such amount of attorneys' fees as shall be a premium for result or for risk of loss under a contingency fee arrangement.

3.8 Taxes. Any income taxes required to be paid in connection with the payments due hereunder, shall be borne by the party required to make such payment. Any withholding taxes in the nature of a tax on income shall be deducted from payments due, and the party required to withhold such tax shall furnish to the party receiving such payment all documentation necessary to prove the proper amount to withhold of such taxes and to prove payment to the tax authority of such required withholding.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, as of the date first written hereinabove.

Seller
Remedent USA, Inc.,
a Nevada corporation

___/s/ Rebecca M. Inzunza___________________
By: Rebecca M. Inzunza
Its: President and CEO

Purchaser

PLEASE CHECK ONE:

I. If I am an individual, I certify that I am an "accredited investor" because:

___X____ I had an individual income of more than $200,000 in each of the two most recent calendar years, and I reasonably expect to have an individual income in excess of $200,000 in the current calendar year; or my spouse and I had joint income in excess of $300,000 in each of the two most recent calendar years, and we reasonably expect to have a joint income in excess of $300,000 in the current calendar year.

OR
_______ I have an individual net worth, or my spouse and I have a joint net worth, in excess of $1,000,000 (including home and personal property).

II. If PURCHASER is a corporation, partnership, employee benefit plan or IRA, it certifies as follows:

A. Has the subscribing entity been formed for the specific purpose of investing in the Securities?

If your answer to question A is "No" CHECK whichever of the following statements
(1-5) is applicable to you. If your answer to question A is "Yes" the subscribing entity must be able to certify to statement (B) below in order to qualify as an "accredited investor".

The undersigned entity certifies that it is an "accredited investor" because it is:

1. _______ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or

2. _______ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or

3. ___X___ each of its shareholders, partners, or beneficiaries meets at least one of the following conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS. Please also CHECK the appropriate space in that section; or

4. _______ the plan is a self directed employee benefit plan and the investment decision is made solely by a person that meets at least one of the conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS; or

5. _______ a corporation, a partnership or a Massachusetts or similar business trust with total assets in excess of $5,000,000.

B. If the answer to Question A above is "Yes," please certify the statement below is true and correct:

_______ The undersigned entity certifies that it is an accredited investor because each of its shareholder or beneficiaries meets at least one of the following conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS. Please also CHECK the appropriate space in that section.

III. If PURCHASER is a Trust, it certifies as follows:

A. Has the subscribing entity been formed for the specific purpose of investing in the Securities?

The undersigned trustee certifies that the trust is an "accredited investor" because:

_______1) the trust has total assets in excess of $5,000,000 and the investment decision has been made by a "sophisticated person"; or

_______2) the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity; or

_______3) the undersigned trustee certifies that the trust is an accredited investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) meets at least one of the following conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS. Please also CHECK the appropriate space in that section.

Print Name: Dental Advisors, Inc.

____________/s/ Dr. Edward Quincy_____________________________________
                   Dr. Edward Quincy

Address:  314 North 4th Street, Newman Grove, NE 68758
Social Security/Tax I.D. Number :  33-0962995

                                                       18301 Von Karman Avenue
                                                       Suite 850
                                                       Irvine, CA 92612-1009

tel   949- 442- 0300                                   ir@spm-law.com
fax  949- 251- 1331

March 28, 2001

REMEDENT USA, INC.
Attn: Ms. Rebecca M. Inzunza,
President / CEO
1220 Birch Way
Escondido, CA 92027

Re: Retention of SENN PALUMBO MEULEMANS, LLP Subject: General Business and Corporate Representation

Dear Ms. Inzunza:

This correspondence will serve to confirm that you have engaged our firm on an hourly basis with regard to the above-referenced matters. In general, our representation will include a review and analysis of all information you provide in connection with the above-referenced matter, an analysis of the materials, consultations, phone conferences, preparation of pleadings and other documents, court appearances and/or our recommendations in connection with the further handling of the various matters.

We have found that our clients appreciate having our billing procedures explained in writing. Experience has shown that the attorney-client relationship works best when there is a mutual understanding about fees, costs and payment terms. Accordingly, we take this opportunity to outline the terms on which we propose to provide our professional services.

To help us determine the value of our services, we ask each of our lawyers and legal assistants to maintain time records for each client and matter. The time records are reviewed monthly by the billing attorney assigned to you before an invoice is rendered. All of our services are billed at the hourly rate then in effect for the attorney or legal assistant who is performing the work. The attorneys and paralegals working on your matters will bill their time at an hourly rate varying from $100.00 to $250.00, depending upon their experience level and the complexity of the matter.

We will forward our invoices on a monthly basis, and each invoice, unless otherwise specified, represents our fees and out-of-pocket costs advanced for your account through the end of the preceding month. We make every effort to include disbursements in the statement for the month in which the disbursements are incurred. However, some disbursements, such as telephone charges, are often not available to us until the following months, in which case those disbursements will be included on a subsequent invoice. Payment is due upon presentation of the invoice, and invoices which remain unpaid after thirty days from the invoice date are assigned a late payment charge of ten percent (10%) per annum. In the unlikely event we are required to incur legal or other costs to recover amounts due for fees and expenses on your account, you will be responsible for those costs as well.

It is our policy to serve you with the most effective support systems available, while at the same time allocating the costs of such systems in accordance with the extent of usage by individual clients. Therefore, in addition to our fees for legal services, we will also invoice separately for certain costs and expense disbursements, including telephone, facsimile, messenger, courier and other communication costs, reproduction, document retrieval, staff overtime when required by the client or the matter's timing, computer research facilities, document preparation on word processing, and other costs and expenses incurred on your behalf.

It is our usual and customary practice to require clients to remit a retainer to the firm for each individual matter for which services are rendered. Based upon the nature of our proposed engagement, our firm will require a retainer of 250,000 shares for the first $20,000 in legal services. The 250,000 shares will be registered on Form S-8 immediately. There will not be any lock-up on the 250,000 shares. After the first $20,000 in legal services, all services rendered will be billed at our regular hourly rates and will paid on a cash basis. All out of pocket costs and expenses will be paid on a cash basis and are not included in the initial $20,000 of legal services. Any estimates of anticipated fees that we provide at the request of the client, whether for budgeting purposes or otherwise are, due to the uncertainties involved, necessarily only an approximation of potential fees. Under no circumstances are such estimates to be viewed as a maximum or minimum fee quotation. Actual fees are always determined in accordance with the policies described above.

Our firm maintains errors and omissions insurance coverage which may be applicable to the services to be rendered, subject to certain limitations and exclusions. If you have questions in this regard, please feel free to call.

We hope this adequately explains our fees and billing procedures. We encourage you to discuss with us any questions you may have regarding these policies and procedures, either at the inception of our engagement or at any time during its course. If the terms set forth above are satisfactory, please sign and return the enclosed copy of this letter and return it to us either by facsimile or U.S. Mail.

We thank you for selecting our firm for your legal representation and look forward to working closely with you toward a speedy and successful resolution of this matter.

Very truly yours,

  /s/ Diane O. Palumbo
---------------------------
Diane O. Palumbo

APPROVED:

Dated:  March 28, 2001                         /s/ Rebecca M. Inzunza
      ---------------------                    --------------------------------
                                               Rebecca M. Inzunza, President
                                               REMEDENT USA, INC.

Exhibit 10.5

BUSINESS CONSULTING AGREEMENT

This Agreement (the "Agreement") is dated June 20, 2001 and is entered into by and between REMEDENT USA, INC.(hereinafter "REMM" or "CLIENT") and WINDSOR PARTNERS, INC. (hereinafter "WPI").

1. Conditions. This Agreement will not take effect, and WPI will have no obligation to provide any service whatsoever, unless and until CLIENT returns a signed copy of this Agreement to WPI (either by mail or facsimile copy). In addition, CLIENT shall be truthful with WPI in regard to any relevant or material information provided by CLIENT, verbally or otherwise which refers, relates, or otherwise pertains to the CLIENT's business, this Agreement or any other relevant transaction. Breach of either of these conditions shall be considered a material breach and will automatically grant WPI the right to terminate this Agreement and all moneys, and other forms of compensation, paid or owing as of the date of termination by WPI shall be forfeited without further notice.

Upon execution of this Agreement, CLIENT agrees to fully cooperate with WPI in carrying out the purposes of this Agreement, keep WPI informed of any developments of importance pertaining to CLIENT's business and abide by this Agreement in its entirety.

2. Scope and Duties. During the term of this Agreement, WPI will perform the following services for CLIENT:

2.1 Advice and Counsel. WPI will provide advice and counsel regarding CLIENT's strategic business plans, strategy and negotiations with potential business strategic partnering, corporate planning and or other general business consulting needs as expressed by CLIENT.

2.2 Mergers and Acquisitions. WPI will provide assistance to CLIENT, as mutually agreed, in identifying merger and / or acquisition candidates, assisting in any due diligence process, recommending transaction terms and providing advice and assistance during negotiations, as needed.

2.3 CLIENT and/or CLIENT's Affiliate Transaction Due Diligence. WPI will participate and assist CLIENT in the due diligence process, where possible, on all proposed financial transactions affecting CLIENT of which WPI is notified in writing in advance, including conducting investigation of and providing advice on the financial, valuation and stock price implications of the proposed transaction(s).

2.4 Ancillary Document Services. If necessary, WPI will assist and cooperate with CLIENT in the development, editing and production of such documents as are reasonably necessary to assist in any transaction covered by this Agreement. However, this Agreement will not include the preparation or procuring of legal documents or those documents normally prepared by an attorney.

2.5 Additional Duties. CLIENT and WPI shall mutually agree, in writing, for any additional duties that WPI may provide to CLIENT for compensation paid or payable by CLIENT under this Agreement. Although there is no requirement to do so, such additional agreement(s) may be attached hereto and made a part hereof by written amendments to be listed as "Exhibits" beginning with "Exhibit A" and initialed by both parties.

2.6 Standard of Performance. WPI shall devote such time and efforts to the affairs of the CLIENT as is reasonably necessary to render the services contemplated by this Agreement. Any work or task of WPI provided for herein which requires CLIENT to provide certain information to assist WPI in completion of the work shall be excused (without effect upon any obligation of CLIENT) until such time as CLIENT has fully provided all information and cooperation necessary for WPI to complete the work. The services of WPI shall not include the rendering of any legal opinions or the performance of any work that is in the ordinary purview of a certified public accountant, or other licensed professional. WPI cannot guarantee results on behalf of CLIENT, but shall use commercially reasonable efforts in providing the services listed above. If an interest is communicated to WPI regarding satisfying all or part of CLIENT's business and corporate strategic planning needs, WPI shall notify CLIENT and advise it as to the source of such interest and any terms and conditions of such interest.

2.7 Non-Guarantee. WPI MAKES NO GUARANTEE THAT WPI WILL BE ABLE TO SUCCESSFULLY LOCATE A MERGER OR ACQUISITION TARGET AND IN TURN CONSUMMATE A MERGER OR ACQUISITION TRANSACTION FOR CLIENT, OR TO SUCCESSFULLY COMPLETE SUCH A TRANSACTION WITHIN CLIENT'S DESIRED TIME FRAME. NEITHER ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOR THE PAYMENT OF DEPOSITS TO WPI BY CLIENT PURSUANT TO FEE AGREEMENTS FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE CONSTRUED AS ANY SUCH GUARANTEE. ANY COMMENTS MADE REGARDING POTENTIAL TIME FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOME OF CLIENT'S NEEDS ARE EXPRESSIONS OF OPINION ONLY, AND FOR PURPOSES OF THIS AGREEMENT ARE SPECIFICALLY DISAVOWED.

3. Compensation to WPI. COMPENSATION TO WPI.

3.1 Issuance of Shares for Entering into Agreement. As consideration for WPI entering into this Agreement, Client agrees to cause 300,000 shares of its common stock, par value $.001 per share, to be issued in amounts of 150,000 shares to Richard Walker and 150,000 shares to Scott Absher , affiliates of WPI. When issued, said shares shall be free trading shares, registered with the U.S. Securities and Exchange Commission on its Form S-8 or similar registration. The registration and issuance of said shares shall take place by no later than 15 days following the execution and delivery of this Agreement, and all costs in connection therewith shall be borne by Client.
NOTE: WPI SHALL HAVE NO OBLIGATION TO PERFORM ANY DUTIES PROVIDED FOR HEREIN IF PAYMENT [CASH AND/OR STOCK] IS NOT RECEIVED BY WPI WITHIN 15 DAYS OF MUTUAL EXECUTION OF THIS AGREEMENT BY THE PARTIES. IN ADDITION, WPI'S OBLIGATIONS UNDER THIS AGREEMENT SHALL BE SUSPENDED IF ANY PAYMENT OWING HEREUNDER IS MORE THAN FIFTEEN (15) DAYS DELINQUENT. FURTHERMORE, THE RECEIPT OF ANY FEES DUE TO WPI UPON EXECUTION OF THIS AGREEMENT ARE NOT CONTINGENT UPON ANY PRIOR PERFORMANCE OF ANY DUTIES WHATSOEVER DESCRIBED WITHIN THIS AGREEMENT.

3.2 Fees for Merger/Acquisition. In the event that WPI, assists CLIENT and / or introduces CLIENT (or a CLIENT affiliate) to any third party, merger partner(s) or joint venture(s) who then enters into a merger, joint venture or similar agreement with CLIENT or CLIENT's affiliate, CLIENT hereby agrees to pay WPI advisory fees pursuant to the following schedule which are based on the aggregate amount of such merger, joint venture or similar agreement with CLIENT or CLIENT's affiliate. Advisory fees are deemed earned and shall be due and payable at the first close of the transaction, however, in certain circumstances when payment of advisory fees at closing is not possible, within 24 hours after CLIENT has received the proceeds of such business combination. This provision shall survive this Agreement for a period of one year after termination or expiration of this Agreement. In other words, the advisory fee shall be deemed earned and due and payable for any merger, joint venture or similar transaction which first closes within a year of the termination or expiration of this Agreement as a result of an introduction as set forth above. Merger/Acquisition Advisory Fees Schedule. For a merger/acquisition entered into by CLIENT as a result of the efforts of, or an introduction by WPI during the term of this Agreement, Client shall pay WPI Merger/Acquisition Advisory Fees as follows:

-- For the first merger and/or acquisition of approximate annual revenue equal to or exceeding $ 35 million, 2,200,000 shares

                  of its common stock, 950,000 of which shall be free trading
                  shares, registered with the U.S. Securities and Exchange
                  Commission on its Form S-8 or similar registration. The
                  remaining 1,250,000 shares shall be restricted subject to Rule
                  144.
--                When the annual revenue run rate for the aggregate of all
                  businesses WPI has assisted CLIENT and/or introduced CLIENT
                  (or a CLIENT affiliate) to any third party, merger partner(s)
                  or joint venture(s) who then entered into a merger, joint
                  venture or similar agreement with CLIENT or CLIENT's
                  affiliate, reaches fifty-five million ($55,000,000), 750,000
                  shares of its common stock, 375,000 of which shall be free
                  trading shares, registered with the U.S. Securities and
                  Exchange Commission on its Form S-8 or similar registration.
                  The remaining 375,000 shares shall be restricted subject to
                  Rule 144.
--                Thereafter, for a merger/acquisition entered into by CLIENT as
                  a result of the efforts of, or an introduction by WPI during
                  the term of this Agreement, Client shall pay WPI, eight (8)
                  percent of the total value of the transaction. For a
                  merger/acquisition entered into by CLIENT as a result of the
                  efforts of WPI and the introduction by CLIENT during the term
                  of this Agreement, Client shall pay WPI, five (5) percent of
                  the total value of the transaction. Such percentage(s) shall
                  be paid to WPI in the same ratio of cash and / or stock as the
                  transaction.

     3.3  Expenses.  After initial  acquisition,  CLIENT shall reimburse WPI for
          reasonable expenses incurred in performing its duties pursuant to this
          Agreement   (including   printing,   postage,   express  mail,   photo
          reproduction,   travel,  lodging,  and  long  distance  telephone  and
          facsimile  charges);  provided,  however,  that WPI must receive prior
          written  approval  from  CLIENT  for  any  expenses  over $ 500.  Such
          reimbursement  shall be payable  within 7 seven  days  after  CLIENT's
          receipt of WPI invoice for same.

     3.4  Additional  Fees.  CLIENT  and  WPI  shall  mutually  agree  upon  any
          additional  fees  that  CLIENT  may  pay in the  future  for  services
          rendered by WPI under this  Agreement.  Such  additional  agreement(s)
          may, although there is no requirement to do so, be attached hereto and
          made a part hereof as Exhibits beginning with Exhibit A.

4. Indemnification. The CLIENT agrees to indemnify and hold harmless WPI, each of its officers, directors, employees, agents, and shareholders against any and all liability, loss and costs, expenses or damages, including but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever or howsoever caused by reason of any injury (whether to body, property, personal or business character or reputation) sustained by any person or to any person or property, arising out of any act, failure to act, neglect, any untrue or alleged untrue statement of a material fact or failure to state a material fact which thereby makes a statement false or misleading, or any breach of any material representation, warranty or covenant by CLIENT or any of its agents, employees, or other representatives. WPI agrees to indemnify and hold harmless the CLIENT, each of its officers, directors, employees, agents, and shareholders against any and all liability, loss and costs, expenses or damages, including but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever or howsoever caused by reason of any injury (whether to body, property, personal or business character or reputation) sustained by any person or to any person or property, arising out of any act, failure to act, neglect, any untrue or alleged untrue statement of a material fact or failure to state a material fact which thereby makes a statement false or misleading, or any breach of any material representation, warranty or covenant by WPI or any of its agents, employees, or other representatives. Nothing herein is intended to nor shall it relieve either party from liability for its own willful act, omission or negligence. All remedies provided by law, or in equity shall be cumulative and not in the alternative.

5. Confidentiality.

5.1 WPI and CLIENT each agree to keep confidential and provide reasonable security measures to keep confidential information where release may be detrimental to their respective business interests. WPI and CLIENT shall each require their employees, agents, affiliates, other licensees, and others who will have access to the information through WPI and CLIENT respectively, to first enter appropriate non-disclosure Agreements requiring the confidentiality contemplated by this Agreement in perpetuity.

5.2 WPI will not, either during its engagement by the CLIENT pursuant to this Agreement or at any time thereafter, disclose, use or make known for its or another's benefit any confidential information, knowledge, or data of the CLIENT or any of its affiliates in any way acquired or used by WPI during its engagement by the CLIENT. Confidential information, knowledge or data of the CLIENT and its affiliates shall not include any information that is, or becomes generally available to the public other than as a result of a disclosure by WPI or its representatives.

6. Miscellaneous Provisions.

6.1 Amendment and Modification. This Agreement may be amended, modified and supplemented only by written agreement of WPI and CLIENT.

6.2 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The obligations of either party hereunder cannot be assigned without the express written consent of the other party.

6.3 Governing Law; Venue. This Agreement and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law doctrine. CLIENT and WPI agree that if any action is instituted to enforce or interpret any provision of this Agreement, the jurisdiction and venue shall be Orange County, California.

6.4 Attorneys' Fees and Costs. If any action is necessary to enforce and collect upon the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs, in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire Agreement.

6.5 Survivability. If any part of this Agreement is found, or deemed by a court of competent jurisdiction, to be invalid or unenforceable, that part shall be severable from the remainder of the Agreement.

6.6 Counterparts. This Agreement may be executed in several counterparts and it shall not be necessary for each party to execute each of such counterparts, but when all of the parties have executed and delivered one of such counterparts, the counterparts, when taken together, shall be deemed to constitute one and the same instrument, enforceable against each party in accordance with its terms.

6.7 Facsimile Signatures. The Parties hereto agree that this Agreement may be executed by facsimile signatures and such signatures shall be deemed originals. The parties further agree that within ten days following the execution of this Agreement, they shall exchange original signature pages.

7. Arbitration. ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN CLIENT, WPI OR ANY OF THEIR OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS, AGENTS OR EMPLOYEES, OR ANY CUSTOMER OR OTHER PERSON OR ENTITY, ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF THIS AGREEMENT, SHALL BE RESOLVED THROUGH ARBITRATION RATHER THAN THROUGH LITIGATION. WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE UNDERSIGNED HEREBY ACKNOWLEDGE AND AGREE THAT:

A. ARBITRATION IS FINAL AND BINDING ON THE PARTIES;

B. THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDY IN COURT, INCLUDING THEIR RIGHT TO JURY TRIAL;

C. PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT FROM COURT PROCEEDING;

D. THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT OF APPEAL OR TO SEEK MODIFICATION OF RULING BY THE ARBITRATORS IS STRICTLY LIMITED;

E. THIS ARBITRATION PROVISION IS SPECIFICALLY INTENDED TO INCLUDE ANY AND ALL STATUTORY CLAIMS WHICH MIGHT BE ASSERTED BY ANY PARTY;

F. EACH PARTY HEREBY AGREES TO SUBMIT THE DISPUTE FOR RESOLUTION TO THE AMERICAN ARBITRATION ASSOCIATION, IN ORANGE COUNTY, CALIFORNIA WITHIN FIVE
(5) DAYS AFTER RECEIVING A WRITTEN REQUEST TO DO SO FROM THE OTHER PARTY;

G. IF EITHER PARTY FAILS TO SUBMIT THE DISPUTE TO ARBITRATION ON REQUEST, THEN THE REQUESTING PARTY MAY COMMENCE AN ARBITRATION PROCEEDING, BUT IS UNDER NO OBLIGATION TO DO SO;

H. ANY HEARING SCHEDULED AFTER AN ARBITRATION IS INITIATED SHALL TAKE PLACE IN ORANGE COUNTY, CALIFORNIA;

I. IF EITHER PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT TO RESIST ARBITRATION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR SHALL UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANY ARBITRATION FORUM LOCATED IN ORANGE COUNTY, CALIFORNIA, OVER ANY MATTER WHICH IS THE SUBJECT OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE LOSING PARTY ITS LEGAL FEES AND ANY OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THE DEFENSE OF SUCH LEGAL PROCEEDING OR ITS EFFORTS TO ENFORCE ITS RIGHTS TO ARBITRATION AS PROVIDED FOR HEREIN;

J. THE PARTIES SHALL ACCEPT THE DECISION OF ANY AWARD AS BEING FINAL AND CONCLUSIVE AND AGREE TO ABIDE THEREBY;

K. ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGMENT AND EXECUTION FOR COLLECTION.

8. Term/Termination. This Agreement is an agreement for the term of approximately twenty-four (24) months ending June 30, 2003.

9. Non Circumvention. In and for valuable consideration, CLIENT hereby agrees that WPI may introduce (whether by written, oral, data, or other form of communication) CLIENT to one or more opportunities, including, without limitation, natural persons, corporations, limited liability companies, partnerships, unincorporated businesses, sole proprietorships and similar entities (hereinafter an "Opportunity" or ""Opportunities""). CLIENT further acknowledges and agrees that the identity of the subject Opportunities, and all other information concerning an Opportunity (including without limitation, all mailing information, phone and fax numbers, email addresses and other contact information) introduced hereunder are the property of WPI, and shall be treated as confidential and proprietary information by CLIENT, it affiliates, officers, directors, shareholders, employees, agents, representatives, successors and assigns. CLIENT shall not use such information, except in the context of any arrangement with WPI in which WPI is directly and actively involved, and never without WPI's prior written approval. CLIENT further agrees that neither it nor its employees, affiliates or assigns, shall enter into, or otherwise arrange (either for it/him/herself, or any other person or entity) any business relationship, contact any person regarding such Opportunity, either directly or indirectly, or any of its affiliates, or accept any compensation or advantage in relation to such Opportunity except as directly though WPI, without the prior written approval of WPI. WPI is relying on CLIENT's assent to these terms and their intent to be bound by the terms by evidence of their signature. Without CLIENT's signed assent to these terms, WPI would not introduce any Opportunity or disclose any confidential information to CLIENT as herein described.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written.

REMEDENT USA, INC. (REMM)

Print Name:       Rebecca Inzunza/Hegemann

Sign Name:    /s/ Rebecca Inzunza/Hegemann

Title:            CEO
      -----------------------------------------------

Date:             June 28, 2001
     ------------------------------------------------

WINDSOR PARTNERS, INC. ( WPI)

Print Name:                Richard H. Walker

Sign Name:    /s/ Richard H. Walker
          ----------------------------------

Title:            President
      -----------------------------------------------

Date:             June 28, 2001
     ------------------------------------------------

Exhibit 10.6

Terms of Loan between A Rubin (R) and Remedent USA, Inc. (Rem) & Ken Hegemann (K)

The terms of the loan between R and Rem/K are as follows:

1. R will wire Rem/K USD $20,000 of principal for a period of sixty days from date of funding.

2. Rem/K will repay USD $30,000 to R which includes both principal and interest, sixty days from the date of funding.

3. In consideration for the loan, Rem will provide R will 100,000 consulting options at a price of $0.20 cents per option that will expire in two years from date of grant.

4. Mr. Ken Hegemann will set aside a sufficient number of registered shares to cover $30,000 in indebtedness in the event that the loan is not repaid sixty days from the date of funding. The parties have agreed that it will not be necessary to put those shares in an escrow account.

5. Mr. Steve Ross will also personally guarantee this loan to Rem/K in the amount of USD $30,000.

Agreed to:                 Agreed to:                         Agreed to:

September 9, 2001          September 9, 2001                  September 9, 2001

/s/ Ken Hegemann           /s/ Steve Ross                     /s/ Alan Rubin

Ken Hegemann               Steve Ross                         A. Rubin
CEO                        VP and CFO                         Lender

Exhibit 10.8

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT ("Agreement"), dated as of September 14, 2001, is by and between Dental Advisors, a Nebraska corporation,
("Purchaser"), and Remedent USA, Inc., a Nevada corporation ("Seller")
(collectively, the "Parties").

W I T N E S S E T H

WHEREAS, Seller has offered for sale to Purchaser units of its securities (the "Units"), each unit consisting of one share of common stock (the "Shares") and one warrant exercisable at $0.25 for a term of five years (the "Warrants"), at a purchase price of $0.25 per Unit (the "Purchase Price").

WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller, Units upon the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the promises and respective mutual agreements herein contained, it is agreed by and between the Parties hereto as follows:

ARTICLE 1
SALE AND PURCHASE OF THE UNITS

1.1 Sale of the Units. Upon execution of this Agreement (the "Closing"), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Units.

1.2 Instruments of Conveyance and Transfer. As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Units of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Units to PURCHASER.

1.3 Consideration and Payment for the Units. In consideration for the Units, PURCHASER shall pay a purchase price of a total of Three Hundred and Thirteen Thousand dollars ($110,500.00) ($0.25 per Unit) ("Purchase Price").

ARTICLE 2
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER

2.1 Seller hereby represents and warrants that:

(a) This Agreement and the Units issuable hereunder have been duly authorized by the appropriate corporate action of Seller.

(b) Seller shall transfer title, in and to the Units to Purchaser free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent.

(c) As soon as practicable after each Closing, Seller shall deliver to Purchaser a certificate or certificates representing the Units subject to no liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever, except as set forth in the legend on the certificate, which legend shall provide as follows:

THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

(d) Purchaser acknowledges that the Units will be "restricted securities" (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended ("Rule 144"), that the Units will include the foregoing restrictive legend, and, except as otherwise set forth in this Agreement, that the Units cannot be sold unless registered with the United States Securities and Exchange Commission ("SEC") and qualified by appropriate state securities regulators, or unless Purchaser obtains written consent from Seller and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144).

(e) If the Company at any time proposes to register any of its securities under the Act, except on a registration statement on Form S-8 or Form S-4, the Company will use its best efforts to cause the Shares, and the shares of common stock issuable upon exercise of the Warrants (the "Warrant Shares") owned by Holder to be registered under the Act (with the securities which the Company at the time propose to register), all to the extent requisite to permit the sale or other disposition by the Holder (Piggyback Registration Rights); provided, however, that the Company may, as a condition precedent to its effecting such registration, require the Holder to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that the Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement ("underwriter's lock-up"). Additionally, the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration may require that Holder enter into an agreement with the Company that only a percentage of the shares of common stock underlying the Warrants owned by Holder be registered on such registration statement if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement ("underwriter's carve-out"). All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accounts, or counsel for the Company and or counsel for the Holder and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. Notwithstanding the foregoing, Holder shall pay all underwriting discounts or commissions with respect to any securities sold by the Holder.

(i) In the event of any registration of any of its securities under the Act pursuant to this Section, the Company hereby indemnifies and holds harmless the Holder (which phrase shall include any underwriters of such securities), their respective directors and officers, and each other person who participates, in the offering of such securities and each other person, if any, who controls the Holder, or such participating persons within the meaning of the Act, against any losses, claims, damages or liabilities, joint or several, to which each the Holder or any such director or officer or participating person or controlling person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such securities were registered under the Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein an material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each the Holder and each director, officer or participating or controlling person for any legal or any other expenses reasonably incurred by the Holder or such director, officer or participating or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, preliminary prospectus or prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by the Holder specifically stating that it is for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or such directors, officer or participating or controlling person, and shall survive the transfer of such securities by the Holder.

(ii) The Holder shall by acceptance thereof, indemnify and hold harmless the Company and its directors and officers, and each person, if any who controls the Company, against any losses, claims, damages or liabilities, joint or several, to which the Company or any director or officer or any such person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which securities were registered under the Act at the request of such holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary prospectus, prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such holder specifically stating that it is for use therein; and will reimburse the Company or such director, officer or person for any legal or any other expense reasonably incurred in connection with investigation or defending any such loss, claim, damage, liability or action.

(f) If the Company shall be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company will use its best efforts timely to file all reports required to be filed from time to time with the SEC (including but not limited to the reports under Section 13 and 15(d) of the 1934 Act referred to in subparagraph
(c)(1) of Rule 144 adopted by the SEC under the Act). If there is a public market for any securities of the Company at any time that the Company is not subject to the reporting requirements of either of said Section 13 or 15(d), the Company will, upon the request of Holder, use its best efforts to make publicly available the information concerning the Company referred to in subparagraph
(c)(2) of said Rule 144. The Company will furnish to Holder, promptly upon request, (i) a written statement of the Company's compliance with the requirements of subparagraphs (c)(1) or (c)(2), as the case may be, of said Rule 144, and (ii) written information concerning the Company sufficient to enable Holder to complete any Form 144 required to be filed with the SEC pursuant to said Rule 144.

2.2 Purchaser represents and warrants to Seller as follows:

(a) Purchaser has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Units offered by Seller of the size contemplated. Purchaser represents that Purchaser is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Purchaser has had a full opportunity to inspect the books and records of the Seller and to make any and all inquiries of Seller officers and directors regarding the Seller and its business as Purchaser has deemed appropriate.

(b) Purchaser is an "Accredited Investor" as defined in Regulation D of the Securities Act of 1933 (the "Act") or Purchaser, either alone or with Purchaser's professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Seller or any affiliate or selling agent of Seller, directly or indirectly, has sufficient knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Units offered by Seller and of making an informed investment decision with respect thereto and has the capacity to protect Purchaser's own interests in connection with Purchaser's proposed investment in the Units.

(c) Purchaser is acquiring the Units solely for Purchaser's own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a direct or indirect beneficial interest in such Units.

(d) Purchaser will not sell or otherwise transfer the Units without registration under the Act or an exemption therefrom and fully understands and agrees that Purchaser must bear the economic risk of Purchaser's purchase for an indefinite period of time because, among other reasons, the Units have not been registered under the Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or unless an exemption from such registration is available.

ARTICLE 3
MISCELLANEOUS

3.1 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth.

3.2 Notices. Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by any of the Parties hereto to be desirable, to be given to any other party hereto shall be in writing and shall be given by facsimile, personal delivery, overnight delivery, or mailed by registered or certified mail, postage prepaid, with return receipt requested, to the following addresses:

To Purchaser:              Dental Advisors, Inc.
------------
                           314 North 4th Street
                           Newman Grove, NE 68758
                           Fax: (402) 447-6009
                           Attn: Dr. Edward Quincy

To Seller:                 Remedent USA, Inc.
----------
                           1220 Birch Way
                           Escondido, CA  92027
                           Fax:  (760) 781-3330
                           Attn: Rebecca M. Inzunza, President

With Copy To:              Senn Palumbo Meulemans, LLP
------------
                           18301 Von Karman, Suite 850
                           Irvine, CA  92612
                           Fax: (949) 251-1331
                           Attn: Lynne Bolduc, Esq.

The persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid. If notice is given by facsimile, personal delivery, or overnight delivery in accordance with the provisions of this Section, said notice shall be conclusively deemed given at the time of such delivery. If notice is given by mail in accordance with the provisions of this Section, such notice shall be conclusively deemed given seven days after deposit thereof in the United States mail.

3.3 Waiver and Amendment. Any term, provision, covenant, representation, warranty or condition of this Agreement may be waived, but only by a written instrument signed by the party entitled to the benefits thereof. The failure or delay of any party at any time or times to require performance of any provision hereof or to exercise its rights with respect to any provision hereof shall in no manner operate as a waiver of or affect such party's right at a later time to enforce the same. No waiver by any party of any condition, or of the breach of any term, provision, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term, provision, covenant, representation or warranty. No modification or amendment of this Agreement shall be valid and binding unless it be in writing and signed by all Parties hereto.

3.4 Choice of Law. This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws.

3.5 Jurisdiction. The Parties submit to the jurisdiction of the Courts of the County of Orange, State of California or a Federal Court empaneled in the State of California for the resolution of all legal disputes arising under the terms of this Agreement, including, but not limited to, enforcement of any arbitration award.

3.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

3.7 Attorneys' Fees. Except as otherwise provided herein, if a dispute should arise between the Parties including, but not limited to arbitration, the prevailing party shall be reimbursed by the non-prevailing party for all reasonable expenses incurred in resolving such dispute, including reasonable attorneys' fees exclusive of such amount of attorneys' fees as shall be a premium for result or for risk of loss under a contingency fee arrangement.

3.8 Taxes. Any income taxes required to be paid in connection with the payments due hereunder, shall be borne by the party required to make such payment. Any withholding taxes in the nature of a tax on income shall be deducted from payments due, and the party required to withhold such tax shall furnish to the party receiving such payment all documentation necessary to prove the proper amount to withhold of such taxes and to prove payment to the tax authority of such required withholding.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, as of the date first written hereinabove.
Seller
Remedent USA, Inc.,
a Nevada corporation

___/s/ Rebecca M. Inzunza_______________
By: Rebecca M. Inzunza
Its: President and CEO
Purchaser

PLEASE CHECK ONE:

I. If I am an individual, I certify that I am an "accredited investor" because:

___X____ I had an individual income of more than $200,000 in each of the two most recent calendar years, and I reasonably expect to have an individual income in excess of $200,000 in the current calendar year; or my spouse and I had joint income in excess of $300,000 in each of the two most recent calendar years, and we reasonably expect to have a joint income in excess of $300,000 in the current calendar year.

OR
_______ I have an individual net worth, or my spouse and I have a joint net worth, in excess of $1,000,000 (including home and personal property).

II. If PURCHASER is a corporation, partnership, employee benefit plan or IRA, it certifies as follows:

A. Has the subscribing entity been formed for the specific purpose of investing in the Securities?

The undersigned entity certifies that it is an "accredited investor" because it is:

1. _______ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or

2. _______ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or

3. ___X___ each of its shareholders, partners, or beneficiaries meets at least one of the following conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS. Please also CHECK the appropriate space in that section; or

4. _______ the plan is a self directed employee benefit plan and the investment decision is made solely by a person that meets at least one of the conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS; or

5. _______ a corporation, a partnership or a Massachusetts or similar business trust with total assets in excess of $5,000,000.

B. If the answer to Question A above is "Yes," please certify the statement below is true and correct:

_______ The undersigned entity certifies that it is an accredited investor because each of its shareholder or beneficiaries meets at least one of the following conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS. Please also CHECK the appropriate space in that section.

III. If PURCHASER is a Trust, it certifies as follows:

A. Has the subscribing entity been formed for the specific purpose of investing in the Securities?

If your answer to question A is "No" CHECK whichever of the following statements
(1-3) is applicable to the subscribing entity. If your answer to question A is "Yes" the subscribing entity must be able to certify to the statement (3) below in order to qualify as an "accredited investor".

The undersigned trustee certifies that the trust is an "accredited investor" because:

_______1) the trust has total assets in excess of $5,000,000 and the investment decision has been made by a "sophisticated person"; or

_______2) the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity; or

_______3) the undersigned trustee certifies that the trust is an accredited investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) meets at least one of the following conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS. Please also CHECK the appropriate space in that section.

Print Name: Dental Advisors, Inc.

_____________/s/ Dr. Edward Quincy_________________________________
                   Dr. Edward Quincy

Exhibit 10.9

July 23, 2002

Mr. Jonathan J. Marine
448 21st Street
Manhattan Beach, CA 90266

Dear Mr. Marine:

This letter will serve to confirm the agreement between Remedent USA, Inc. (the "Company") and yourself (the "lender").

(1) 90 days from date of funding (September 21, 2001), at the Company's sole discretion, the lender will receive its then full indebtedness of $150,000 USD in either cash or sufficient registered shares of the Company's common stock, calculated at the then current market price of the stock.

(2) The lender will receive 250,000 fully vested options. These options will carry a strike price of $0.10 per share, and will be provided as compensation for investor relations services to be provided by the lender. As such, these options will be registered through the filing of an S-8 and will be fully registered as advisor compensation.

The above-mentioned terms are agreed upon on this day, by the following:

/s/ Kenneth J. Hegemann     /s/ Stephen F. Ross       /s/ Jonathan J. Marine
-----------------------     -------------------       ----------------------

Kenneth J. Hegemann         Stephen F. Ross           Jonathan J. Marine

Chief Executive Officer     Chief Financial Officer   Lender

Remedent USA, Inc.          Remedent USA, Inc.

Exhibit 10.10

This agreement ("Agreement") is made as of December 21, 2001, by an between Jonathan J. Marine, an individual ("Lender") and Remedent USA, Inc. ("Company"). Lender and Company entered into that certain Agreement, dated September 21, 2001.

AGREEMENT:

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereby agree to cancel the Agreement dated September 21, 2001 and replace it with this Agreement on the terms hereof effective as of the date hereof:

FOR VALUE RECEIVED, the undersigned Company promises to pay to Lender, at 448 21st Street, Manhattan Beach, California 90266, or at such other place as Lender may from time to time designate in writing, the original principal sum of One Hundred Thousand Dollars ($100,000), until paid in full, commencing on the date hereof and computed on the basis of a 365-day year.

Payments. Commencing on March 31, 2002 and continuing monthly through and including November 30, 2002 (the "Maturity Date"), Company shall make payments of principal, each in the amount of Eleven Thousand One Hundred and Eleven Dollars and Zero Cents ($11,111.00).

Shares. Lender will receive Remedent USA, Inc. unregistered shares in the amount of Six Hundred Fifty Thousand (650,000) by Monday January 24, 2001.

Late Charge. In the event Company fails to pay in full any payment due hereunder within five (5) days after the due date thereof, Company agrees to pay, upon demand, a late charge equal to ten percent (10%) of the overdue amount. Company acknowledges that it would be extremely difficult or impracticable to determine Lender's actual damages resulting from any late payment, and this late charge is a reasonable estimate of those damages. Acceptance of any late charge shall not limit any of Lender's other rights or remedies.

Application of Payments. Upon the occurrence of an Event of Default (as defined below), payment may first be applied to any late charges and any unpaid costs of collection, then to the payment of accrued and unpaid interest and then to the unpaid principal balance.

Events of Default and Remedies. At the option of Lender, the unpaid principal balance of, and all accrued interest, shall immediately become due and payable upon the occurrence of one or more of the following events of default ("Events of Default"):
(a) Failure of Company to make any payment of any amount on this Note as and when the same becomes due and payable in accordance with the terms hereof, with the failure of Company to pay the same within five (5) business days following the giving of notice of Company's failure by Lender.
(b) Company shall (i) become insolvent, (ii) voluntarily seek, consent to, or acquiesce in the benefit or benefits of any Debtor Relief Law (as hereinafter defined) or (iii) become party to (or be made the subject of) any proceeding provided by any Debtor Relief Law, other than as a creditor or claimant, that could suspend or otherwise adversely affect the rights of Lender granted hereunder (unless in the event such proceeding is involuntary, the petition instituting the same is dismissed within ninety
(90) days of the filing of same). As used herein, the term "Debtor Relief Law" shall mean the Bankruptcy Code of the United States of America and all other applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement, receivership, insolvency, reorganization or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

Default Rate. In the Event of Default in the payment of any installment hereunder, interest at the lesser of eighteen percent (18%) per annum of the Maximum Rate (as defined below) shall accrue on the amount of such installment, commencing on the due date.

Acknowledgement of Receipt of Funds. Company hereby acknowledges prior receipt from Lender of the amount of One Hundred Thousand Dollars ($100,000).

Nature of Funds. Principal and interest evidenced hereby are payable only in lawful money on the United States.

Calendar Day. The term "days" when used herein shall mean calendar days. If any time period ends on a Saturday, Sunday, holiday or other day on which banks in California are authorized or required to be closed, the period shall be deemed to end on the next succeeding day.

Collection Costs. If this Note or any installment of principal or interest is not paid when due, Compnay promises to pay all costs of collection, including, without limitation, reasonable attorneys' fees, on account of such collection, whether or not suit is filed hereon.

Forbearance. No single or partial exercise of any power hereunder shall preclude other or further exercise thereof of the exercise of any other power. No delay or omission on the part of the Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right. The acceptance of any amount due and payable hereunder shall not operate as a waiver with respect to any other amount then owing and unpaid.

Governing Law; Venue. This Agreement is to be governed by and construed in accordance with the laws of the state of California applicable to contracts made and to be performed wholly within such state and without regard to the conflicts of laws and principles thereof. Jurisdiction over and venue of any action arising out of this Agreement shall be exclusively in any court of competent jurisdiction in the state of California.

Notices. Unless otherwise provided, any notice under this Agreement shall be given in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) one (1) day after deposit with a reputable overnight courier, prepaid for overnight delivery and addressed as set forth in (c), or (c) three (3) days after deposit with the U.S. Post Office, postage prepaid, registered or certified with return receipt requested and addressed to the party to be notified at the address indicated for such party below, or at such other address as such party my designate by ten (10) days advance written notice to the other parties given in the foregoing manner.

If to Company:                      Stephen F. Ross
                                    Remedent USA, Inc.
                                    17555 Ventura Blvd. Suite 200
                                    Encino, CA 91316
If to Lender:                       Jonathan J. Marine
                                    448 21st Street
                                    Manhattan Beach, CA 90266

Headings. The headings of the Sections of the Agreement are inserted for convenience only and shall not be deemed to be a part hereof.

Assignment; Successors. Company may not assign obligations under this Agreement and any attempt to do so shall be void. This Agreement and all the covenants and agreements contained herein shall be binding upon, and shall inure to the benefit of, the respective legal representatives, heirs, successors and assigns of Lender.

Effectiveness. In the event this Agreement is not executed and returned to Lender by Friday, December 21, 2001, it shall be deemed revoked, and shall be of no force or effect.

IN WITNESS WHEREOF, the undersigned does hereby execute this Agreement as of the date first above written.

/s/ Stephen Ross                   /s/ Jonathan J. Marine
---------------------------        -----------------------------------
Stephen Ross                       Jonathan J. Marine
Chief Financial Officer            Lender
Remedent USA, Inc.

Exhibit 10.11

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is entered into as of January 15th, 2002 by and between New BitSnap N.V., a corporation existing under the laws of Belgium with it's registered address at Xavier deCocklaan 42, 9831, Deurle, Belgium (the "Seller") and Remedent N.V.("Purchaser"), a Belgium corporation,

WITNESETH:

WHEREAS, Seller, owns and operates an office facility located at Xavier de Cocklaan 42, B-9831, Deurle (the "Facility"), where it's division IMDS conducts a business of outsourcing dental practitioners to external dental practices (the "Business"); WHEREAS, Purchaser is an established supplier of professional dental and oral hygiene products organized for the purpose of developing and marketing such products; and WHEREAS, subject to the terms and conditions set forth in this Agreement, Seller desires to sell to Purchaser (or its assignee), and Purchaser desires to purchase from Seller, substantially all of the Seller's assets that are used in conduct of the Business. NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Purchase, Sale and Assumption

1.1. Agreement to Sell and to Purchase. On the terms and subject to the conditions set forth herein, Seller agrees to sell, assign, transfer, convey and deliver to Purchaser, and Purchaser agrees to purchase and acquire from Seller, at the Closing (as defined herein), all right, title and interest of Seller in and to the following assets, properties and rights as they shall exist on the Closing Date (as defined herein):

1.1.1. The inventions, copyrights, patents, trademarks, trade names and applications, any related trademarks or logos and applications, including any rights to the ownership and use of the trade names, trade secrets, proprietary know-how and use and application know-how, product formulae, practices and promotional literature, goodwill and other intellectual property and rights, in each case used by Seller in connection with the Business, including, without limitation, such intellectual property as is listed on Schedule 1.1.4 IMDS division (collectively, the "Intellectual Property");

1.1.2. The contracts in force and effect (including deposits related thereto), leases, agreements and purchase and sale orders of Seller related to the IMDS Business, including without limitation, all of the contracts, leases, agreements and orders identified in Schedule 1.1.5 (collectively, the "Contracts") but excluding those contracts identified connection with the Business, including, without limitation, those identified in Schedule
1.1.5 (collectively, "the Non-Assigned Contracts");

1.1.3. All computer applications and operating programs used at the Facility in connection with the Business, including, without limitation, those identified in Schedule 1.1.6; provided, however, Seller shall retain a non-exclusive license to use such applications and programs which are currently used by Seller other than in connection with the Business, but that Seller shall not be permitted to sub-license or assign such license;

1.1.4. All Permits (as defined in Section 3.9 hereof) listed on Schedule 3.9 hereof; and

1.1.5. All books, documents and records of Seller pertaining to the Business, wherever located, including, without limitation, accounting, credit, environmental and personnel records and customer lists; provided, however, Seller may retain copies of such materials to the extent necessary for Seller to fulfill its obligations under this Agreement or under other laws, regulations or understandings by which it is bound.

All such assets, properties and rights, are referred to herein as the "Assets".
1.2. Excluded Assets.

Notwithstanding anything to the contrary set forth above, the Assets shall not include any cash, negotiable securities, certificates of deposit, bonds, lock boxes, letters of credit and other cash equivalents, except as otherwise provided hereunder the rights of Seller under any insurance policies, the assets of any of Seller's employee benefit plans, and the rights which would accrue or will accrue to Seller under this Agreement.

1.3. Liabilities Not Assumed.

Purchaser shall have no liability whatsoever for any liabilities of Seller, including, without limitation, (i) any claim, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by the Seller, or alleged to have been made by the Seller, or which is opposed or asserted to be imposed by operation of law, in connection with any product manufactured, shipped or installed by or on behalf of the Seller or for any service performed by or on behalf of the Seller, including, without limitation, any claim relating to the repair or replacement of any such product and any claim seeking recovery for property damage, consequential damages, loss, lost revenue or income or personal injury or (ii) any liability or obligation in respect of any federal, state or local income or other tax payable with respect to the Business or the Assets for any period prior to the Closing Date.

2. The Purchase Price; Closing

2.1. Purchase Price. The purchase price shall be $330,000 the "Purchase Price") payable in 6,000,0000 shares of the Company's common stock at a price per share of common stock to be determined prior to closing. Such stock will be issued to seller within 3-5 business days of closing, with the Company filing a Registration Statement within 60 days to be made effective within 90 days.

2.3. The Closing. Subject to the terms and conditions set forth herein, the closing of the purchase and sale of the Assets and the Business (the "Closing") shall take place at Seller's Facility as soon as practicable after the conditions set forth in Articles 7 and 8 have been satisfied or waived, or at such other time and place as the parties hereto may agree. (The time of the closing being hereinafter called the "Closing Date".) All transactions contemplated at the Closing shall be deemed to be effective (the "Effective Time") as of midnight on the day preceding the Closing Date (the Closing Date being deemed to commence at 12:01 a.m.), and events taking place, and periods ending after the Effective Time shall be deemed to have taken place, or ended, after the Closing Date.

2.4. Items to be Delivered at Closing. At the Closing, and subject to the terms and conditions herein contained:

2.4.1. The Seller will deliver to the Purchaser the following:

a) Such full covenant, bills of sale, assignments, endorsements, consents and other good and sufficient instruments and documents of conveyance and transfer in a form satisfactory to the Purchaser and its counsel, as shall be necessary and effective to convey, transfer and assign to, and vest in, the Purchaser all of the Seller's right, title and interest in and to the Assets, including, without limitation all the Seller's rights under all agreements, contracts, commitments, leases, plans, quotations, proposals, licenses, permits, authorizations, software, know-how, instruments, and accounts receivable documents which are included in the Assets;

b) A copy of all of the resolutions adopted by the Seller's board of directors and, if necessary, stockholders relating to the transactions contemplated by this Agreement, certified on the Closing Date to be complete and correct by the Secretary or an Assistant Secretary of the Seller; and

c) All of the agreements, contracts, commitments, leases, plans, bids, quotations, proposals, licenses, permits, authorizations, instruments, computer programs and software, manuals and guidebooks, price books and price lists, customer lists, supplier lists, sales records, files, correspondence, and other documents, books, records, papers, files and data belonging to the Seller which are part of the Assets or relate to the Business; provided, however, that Seller may retain copies of such materials to the extent necessary for Seller to fulfill its obligations under this Agreement or under other agreements, laws, regulations or understandings by which it is bound.

2.4.2. The Purchaser will deliver to the Seller the following:

a) Common stock certificate(s) for the Purchase Price as determined pursuant to Section 2.1;

b) An employment agreement covering the seller and each employee deemed necessary for the continued operation of the Facility by both the Seller and Purchaser. Such agreement to be agreed upon by the Seller and Purchaser based upon the specifics terms of the employment agreement.

2.4.3. Simultaneously with such deliveries, all such steps will be taken as may be required to put the Purchaser in actual possession and operating control of the Business and the Assets.

2.5. Third Party Consents. To the extent that the Seller's rights under any agreement, contract, commitment, lease, license, permit, authorization or other asset to be assigned to the Purchaser hereunder may not be assigned without the consent of another person which is not obtained by the Closing Date, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful. The Seller represents that attached hereto as Schedule 2.5 is a list of all such consents which are necessary for agreements other than purchase orders or supply agreements with customers. The Seller covenants and agrees to use its best efforts to obtain all such required consents as promptly as possible prior to or after the Closing. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Purchaser's rights under the Asset in question so that the Purchaser would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Asset, shall act as the Purchaser's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by law and the Asset, with the Purchaser in any other reasonable arrangement designed to provide such benefits to the Purchaser.

2.6. Further Assurances. The Seller, from time to time after the Closing, at the Purchaser's request, will execute, acknowledge and deliver to the Purchaser such other instruments of conveyance and transfer and will take such other actions and execute and deliver such other documents, certifications and further assurances as the Purchaser may require in order to vest more effectively in the Purchaser, or to put the Purchaser more fully in possession of any of the Assets, or to better enable the Purchaser to complete, perform or discharge any of the liabilities or obligations assumed by the Purchaser at the Closing.

3. Representations and Warranties of the Seller

The Seller hereby represents and warrants to the Purchaser as follows:
3.1. Corporate Existence. Seller is a corporation duly organized, validly existing and in good standing under the laws of Belgium and has all requisite power and authority and all necessary licenses and permits to carry on its business as it has been and is now being conducted and to own, lease and operate the properties used in connection therewith. Seller is duly qualified to do business and is in good standing as a foreign corporation in Belgium.

3.2. Existing Condition. To Seller's knowledge and belief, since December 5th, 2001, (the "Shutdown Date"), Seller, in relation to the Business, has not:

3.2.1. Sold, assigned or transferred any of the assets or other interests in the Business except in the ordinary course of business consistent with past practice;

3.2.2. Suffered any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the Assets;

3.2.3. Suffered any material adverse change to the condition of the Assets.

3.3. Title to Properties; Leasehold Interests. Seller has good, valid and marketable title to all of the Assets, real, personal and mixed, including all of the properties and assets used by the Business as of the Shutdown Date and those acquired since the Shutdown Date (except in each case for Assets sold or otherwise disposed of since the Shutdown Date in the ordinary course of business consistent with past practice), free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and other encumbrances and defects of title of any nature whatsoever, except liens for current taxes not yet due and payable. To Seller's knowledge and belief, all leases, licenses, permits and authorizations in any manner related to the Assets or the Business and all other instruments, documents and agreements pursuant to which Seller has obtained the right to use any real or personal property in connection with the Business are in good standing, valid and effective in accordance with their respective terms, and there is not under any of such instruments, documents or agreements any existing default or event which with notice or lapse of time, or both, would constitute a default and in respect of which Seller has not taken adequate steps to prevent a default from occurring.

3.4. Condition of Tangible Assets. To Seller's knowledge and belief all structures, facilities, equipment and other material items of Personal Property owned or used by Seller in the Business are in good operating condition and repair, subject to normal wear and maintenance, are usable in the regular and ordinary course of the Business and conform to all applicable laws, ordinances, codes, rules and regulations relating to their construction, use and operation.

3.5. Litigation. No litigation, arbitration, investigation or other proceeding of or before any court, arbitrator or governmental or regulatory official, body or authority is pending or, to Seller's knowledge and belief, threatened against Seller (in connection with the Business), the Assets, the Business, or the transactions contemplated by this Agreement, and to Seller's knowledge and belief, there is not any basis for any such litigation, arbitration, investigation or proceeding. To Seller's knowledge and belief, Seller is not a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority.

3.6. Compliance with Law. To Seller's knowledge and belief, Seller, in connection with the Business, has complied with each, and is not in violation of any law, ordinance, or governmental rule or regulation to which it, the Business, or the Assets is subject. To Seller's knowledge and belief, neither Seller nor any officer, employee or agent of, nor any consultant to, Seller in connection with the Business has unlawfully offered, paid, or agreed to pay, directly or indirectly, any money or anything of value to, or for the benefit of, any individual who is or was a candidate for public office, or an official or employee of any governmental or regulatory body or authority or an officer or employee of any client, customer or supplier of Seller. To Seller's knowledge and belief, Seller has not engaged in any transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of Seller.

3.7. Restrictions. To Seller's knowledge and belief, Seller is not a party to any indenture, agreement, contract, commitment, lease, plan, license, permit, authorization or other instrument, document or understanding, oral or written, or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or award which materially adversely affects or materially restricts or, so far as Seller can now reasonably foresee, may in the future materially adversely affect or materially restrict, the prospects or condition (financial or otherwise) of the Business or the Assets.

3.8. Conditions Affecting the Business. To Seller's knowledge and belief, as of the Shutdown Date, there are no conditions existing with respect to the Business, its markets, products, services, clients, customers, facilities, personnel or suppliers which are known to Seller or which should be known to the prudent businessman in charge of operations of the Business which would adversely affect the Business, considered as a whole, other than such conditions as may affect as a whole the industry in which the Business engages.

3.9. Contracts and Commitments. To Seller's knowledge and belief, Seller, in relation to the Business, is not a party to any written or oral:

3.9.1. Agreement, contract or commitment with any present or former shareholder, director, officer, employee or consultant or for the employment of any person, including any consultant;

3.9.2. Agreement, contract, commitment or arrangement with any labor union or other representative of employees;

3.9.3. Agreements, contracts or commitments for the future purchase of, or payment for, supplies or products, or for the performance of services by a third party, involving the expenditures of $1,000, or more;

3.9.4. Agreements, contracts or commitments to sell or supply products or to perform services, involving $1,000 in value;

3.9.5. Agreements, contracts or commitments continuing over a period of more than six months from the date hereof or exceeding $1,000 in value;

3.9.6. Representative or sales agency agreement, contract or commitment;

3.9.7. Lease under which Seller is either the lessor or lessee;

3.9.8. Agreement, contract or commitment for any charitable or political contribution;

3.9.9. Agreements, contracts or commitments for any capital expenditure in excess of $1,000;

3.9.10. Agreement, contract or commitment limiting or restraining it from engaging or competing in any lines of business with any person, nor was any officer or employee of the Business subject to any such agreement, contract or commitment as of the Shutdown Date nor is any officer or employee of the Business subject to any such agreement, contract or commitment;

3.9.11. License, franchise, distributorship or other agreement, including those which relate in whole or in part to any patent, trademark, or copyright or to any ideas, technical assistance or other know-how of or used by the Business; or

3.9.12. Material agreement or contract not made in the ordinary course of business.

To Seller's knowledge and belief, each of the agreements, contracts, commitments, leases and other instruments, documents and undertakings is valid and enforceable in accordance with is terms, the parties thereto are in compliance with the provisions thereof, no party is in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein and no event has occurred which with or without the giving of notice or lapse of time, or both, would constitute a default thereunder, furthermore, no such agreement, contract, commitment, lease or other instrument, document or undertaking, in the reasonable opinion of the Seller, contains any contractual requirement with which there is a reasonable likelihood Seller or any other thereto will be unable to comply.

3.14. No Third Party Options. There are no existing agreements, options, commitments or rights with, to or in any person to acquire the Business, any of the Assets or any interest therein, except for this Agreement and those contracts entered into in the normal course of business consistent with past practice for the sale of Seller's products and services. 3.15. Full Disclosure. To Seller's knowledge and belief, no representation or warranty by Seller in this Agreement or in any document delivered or to be delivered by Seller pursuant hereto, and no statement, list, certificate or instrument furnished or to be furnished to the Purchaser pursuant hereto or in connection with the negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any fact necessary to make any statement herein or therein not misleading.

4. Representations and Warranties of the Purchaser

The Purchaser hereby represents and warrants to the Seller as follows:
4.1. Corporate Existence. The Purchaser is duly organized, validly existing and in good standing under the laws of the government of Belgium.

4.2. Corporate Power and Authorization. The Purchaser has the corporate power to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by the Purchaser has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms.

4.3. Validity of Contemplated Transactions, etc. The execution and delivery of this Agreement by the Purchaser does not, and, upon the making of any filings required by Section 7A of the Clayton Act and the expiration of the applicable waiting period, the performance of this Agreement by the Purchaser will not, violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any other party to,
(a) any existing law, ordinance, or governmental rule or regulation to which the Purchaser is subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to the Purchaser, (c) the charter documents or By-Laws of the Purchaser, or (d) any mortgage, indenture, agreement, contract, commitment, lease, plan or other instrument, document or understanding, oral or written, to which the Purchaser is a party or by which the Purchaser is bound. Except for the making of any filings required by Section 7A of the Clayton Act, no authorization, approval or consent, and no registration or filing with, any governmental or regulatory official, body or authority is required in connection with the execution, delivery and performance of this Agreement by the Purchaser.

5. Additional Covenants of the Parties

5.1. Cooperation and Access. After the Closing, Purchaser will give Seller and/or its contractors full and complete access to the Facility for purposes of performing the environmental remediation and other activities which Seller is required to perform, and Purchaser will cooperate fully with Seller and its contractors in preparing for and in performing such activities. In connection therewith, Seller will use all commercially practicable efforts to ensure that such activities do no unduly interfere with Purchaser's operation of the Business. Seller will indemnify Purchaser for any damage to the Facility and for any liability to third persons which damage or liability is caused by or in connection with Seller's or its contractors' performance if such activities.

5.2. Interference with the Business. After the Closing, Seller and each of its employees and affiliates shall not take any action or engage in any practice which disparages Purchaser, its products or its employees and which would impair the relationships of the Purchaser with any customers, employees, suppliers or other persons having any business dealings with the Purchaser.

5.3. In General. Except to the extent expressly provided otherwise in this Agreement, Seller shall be responsible for any and all wages, vacations, holidays, union check off dues, bereavement pay, personal or sick leave pay, payroll expenses and, other benefits under any of the Seller's employee benefit plans, arising out of the employment of employees ( "Employees") by Seller which are earned prior to the Closing Date (regardless of when such amounts are payable) and Purchaser shall be responsible for and assume all liability for any and all such amounts (or any comparable amounts under Purchaser's plans) to Employees that are earned on or after the Closing Date.

5.4. Grievances. Seller shall be responsible for (i) the resolution of all filed grievances attributable to events occurring prior to the Closing Date and (ii) the payment of any amounts in the nature of back pay or employee compensation in respect of such grievances for periods before or after the Closing Date and all other expenses incident thereto.

5.5. Misdirected payments. The parties agree that any payments received by either of them that are identified to invoices of the other or otherwise due the other shall promptly be remitted to the other. Unless some other allocation or distribution of payment is apparent on the face of the remittance, all payments shall be applied on a first-in, first-out basis, thus being applied first to accounts receivable generated on or after the Closing Date. Purchaser and Seller shall exchange information concerning billings and payments at such intervals and for such period of time as shall be necessary to facilitate the administration of this agreement as to collection of accounts receivable.

6. Miscellaneous Provisions

6.1. Entire Agreement; Amendment; Assignment. This Agreement and the exhibits and schedules appended hereto embody and constitute the entire understanding between the parties with respect to the transactions contemplated herein, and all prior agreements, understandings, representations and statements, oral or written, are merged into this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument

6.2. Notices. All notices, demands, requests, or other communications which may be or are required to be given, served or sent by either party to the other party pursuant to this Agreement, shall be in writing and shall be hand delivered, sent by guaranteed overnight parcel express service or mailed by registered or certified mail, return receipt requested, postage prepaid, or transmitted by or telecopy (with a confirming copy sent by another permitted means), addressed as follows:

6.2.1. If to Seller:

New BitSnap N.V. - IMDS division

Xavier de Cocklaan 42

B-9831, Deurle

Belgium

Telefax: +32 9 321 70 90

6.2.2. If to Purchaser:

Remedent N.V.

Xavier de Cocklaan 42

B-9831, Deurle

Belgium

Telefax: +32 9 321 70 90

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request, or communication which shall be mailed or telefaxed in the manner described above, or which shall be delivered to a telegraph company, shall be deemed sufficiently given, served, sent or received for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt or, with respect to a telefax, the answer back being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

6.3. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Belgium, without giving effect to the conflicts of laws provisions thereof.

6.4. Captions. The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof.

6.5. Benefit. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

6.6. Construction. As used in this Agreement, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular, as the context may require.

6.7. Waiver. Neither the waiver by either of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights, or privileges hereunder.

6.8. Non-Business Days. If any obligation of a party hereto falls due on a Saturday, Sunday or legal holiday recognized by the United States Government, then such obligation shall automatically be postponed until the next day which is not a Saturday, Sunday or legal holiday.

6.9. Cost and Expenses. Except for costs and expenses specifically assumed by a party under this Agreement, each party hereto shall pay its own expenses incident to this Agreement and the transactions contemplated hereunder. Seller shall pay all transfer and recording tax and fees associated with the transfer of the Real Property.

6.10. Seller Indemnity. To the extent not otherwise provided herein, Seller agrees to defend, indemnify and hold harmless Purchaser from and against:

6.10.1. All debts, liabilities and obligations arising out of or in any way relating to the operation of the Business accruing prior to the Closing Date or from events occurring prior to the Closing with respect to the ownership, management, operation and maintenance of the Business;

6.10.2. Any actual loss, liability or damage suffered or incurred by Purchaser because any representation or warranty contained in this Agreement, or in any document furnished to Purchaser by Seller in connection with the Closing hereunder, shall be false or misleading in any material respect; and all reasonable costs and expenses (including reasonable attorneys' fees) incurred by Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this provision.

6.11. Purchaser Indemnity. To the extent not otherwise provided herein or not inconsistent with any other provision hereof, Purchaser agrees to defend, indemnify and hold Seller harmless from and against:

6.11.1. All debts, liabilities and obligations arising out of or in any way relating to the operation of the Business accruing subsequent to the Closing or from events occurring subsequent to the Closing with respect to the ownership, management, operation, maintenance and repair of the Business;

6.11.2. Any actual loss, liability, or damage suffered or incurred by Seller because of any representation or warranty contained in this Agreement, or in any document furnished to Seller by Purchaser in connection with the Closing hereunder, shall be false or misleading in any material respect; and

6.11.3. All reasonable costs and expenses (including reasonable attorneys' fees) incurred by Seller in connection with any suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this provision.

6.12. Notice Regarding Indemnities, Limitation of Indemnity, Etc. Except to the extent expressly provided elsewhere in this Agreement, the following procedures shall be followed with respect to all claims for indemnification under this Agreement and all obligations of indemnification hereunder shall be subject to compliance by the party to be indemnified with such procedures:

6.12.1. The indemnitee shall give prompt written notice to the indemnitor of any claim that might give rise to a claim by the indemnitee against the indemnitor pursuant to this Agreement, stating the nature and basis of such claims and the estimated amounts thereof.

6.12.2. If any action, suit or proceeding is brought against an indemnitee with respect to which an indemnitor may have liability pursuant to this Agreement, the action, suit or proceeding shall, upon

a) The written acknowledgment by the indemnitor that it has the obligation to indemnify the indemnitee under the indemnity agreements contained herein and

b) The making of reasonably adequate provisions by the indemnitor to ensure the indemnitee of the ability of the indemnitor to satisfy its obligation hereunder, be defended (including all proceedings on appeal or for review that counsel for the indemnitor shall deem appropriate) by, and may be settled or compromised by, the indemnitor. Prior to receipt by the indemnitee of the indemnitee of the indemnitor's written acknowledgment and provision as required by clauses (x) and (y) of the preceding sentence, the indemnitee shall have the right to contest or defend (and, if the indemnitee has not received such written acknowledgment and provision within 5 business days after the indemnitee has provided written notice as required by Section 7.2 above, to settle or compromise) such action, suit or proceeding at the expense of the indemnitor. In addition to the foregoing, the indemnitee may by written notice to the indemnitor require the indemnitor to assume the defense of any action, suit or proceeding with respect to which the indemnitor may have liability pursuant to this Agreement. The indemnitee shall have the right to employ its own counsel in connection with any action, suit or proceeding being defended by the indemnitor pursuant hereto, but the fees and expenses of such counsel shall be at the indemnitee's own expense unless (i) the employment of such counsel and the payment of such fees and expenses shall have been specifically authorized by the indemnitor in connection with the defense of such action, suit or proceeding or (ii) the indemnitee shall have reasonably concluded and notified the indemnitor that there may be specific defenses available to it that are different from or in addition to those available to the indemnitor or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained herein, in either of which events (A) the indemnitor, to the extent made necessary by such defenses, shall not have the right to direct the defense of such action, suit or proceeding on behalf of the indemnitee and (B) only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained herein shall be borne by the indemnitor. The indemnitor shall keep the indemnitee fully informed of such action, suit or proceeding at all stages thereof whether or not the indemnitee is so represented. The indemnitor shall make available to the indemnitee and its attorneys and accountants all books and records of the indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may reasonably require to ensure the proper and adequate investigation, and the defense or settlement, of any such action, suit or proceeding.

c) The indemnitee shall be entitled to compromise or settle all actions, suits or proceedings as to which the indemnitor does not have or does not exercise the right to assume the defense, without consent of the indemnitor, provided, that it acts reasonably and in good faith in doing so. The indemnitee shall keep the indemnitor fully informed of such action, suit or proceeding at all stages thereof.

d) No claim for indemnification shall be made pursuant to Section 7.11 or Section 7.12 unless the amount of such claim exceeds [$ AMOUNT], but each claim paid pursuant to such provisions shall be the full amount of such claim.

6.13. Survival of Representations. Each of the representations and warranties made herein shall survive the Closing, and for a period of 3 years thereafter. Any action to be brought for breach of any representation or warranty shall be brought only during the period in which it has survived.
6.14. Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be required; and it shall not be necessary that the signature of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; but it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more such counterparts. All counterparts shall collectively constitute a single agreement.

6.15. Exhibits and Schedules. Each Exhibit and Schedule hereto is incorporated by reference and made a part of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SELLER

By: /s/ Guy De Vreese


PURCHASER:

By:  /s/ Stephen Ross

Exhibit 10.12

BBL

Ghent, February 11th, 2002

Dear Sirs,

Subject: Increase of your credit line

In connection to our negotiations, please note that we have the honor to inform you that the credit line is granted in the amount of 1.241.000 Euro.

Application =

1. For the amount of 991.000 Euro
- by cash disposals BBL Factoring
- by Advances BBL Factoring

2. For the amount of 250.000 Euro
- by cash disposals
- by cash disposals in USD, till the converted amount reaches the level of the euro amount, following the most recent known actual conversion rate
- by advances in Euro and/or by advances in USD, till the counter value of named amount, for the maximum term of 3 months. Each advance will be minimum
125.000 Euro.
- by opening of a documentary credit, approved by us, executable following our instructions and our approval and at our terms, to be determinated case by case and against the needed documents. The documentary credits are managed by the "uniformed rules and habits concerning documentary credit's" published by the international Chamber of Commerce. The total of all the files may not exceed the amount of the credit line.

Guaranties

All your commitments, resulting by this business agreement between the bank and yourself, will be guarantied by =

- a pawn of the first line for the amount of 250.000 Euro, following the text below.
- a pawn of cash, deposits on account 390-0344064-60, actions at bearer and dematerialized stocks to be booked by the will of the bank, after being registered in the file of hypoticated stocks on account 390-0344064-70
- this pawn will be given by Mr. de Vreese Guy - Maureen Seifert,
- the value of all stocks and deposits should not be smaller than 219.000 Euro or an equivalent in Cash.
- once this obligation is fulfilled, we will release stocks for the amount of 19.000 Euro, underwritten by Mr. de Vreese Guy and Maureen Seifert on January 22, 2002.

Other modalities

The credit line of 250.000 Euro's, usable in cash disposals, advances and documentary credit, will only become effective when DMD NV will have fulfilled its modalities concerning a previous and already closed credit obligation.

The study and administrative costs are 625 Euro. Seeing our good business relationship this amount will exceptionally be reduced to 250 Euro, which will be debited on your account.

Regards,

/s/ Julien van de Driesche      /s/ Daniel Deprez
Julien van de Driesche              Daniel Deprez

Exhibit 10.13

CONTRACT

Parties

The company organized and existing under the laws of Belgium, Remedent N.V., with registered office at Xavier de Cocklaan 42, 9831, Deurle, Belgium, represented for the purposes of this Agreement by Robin List, it's director, duly empowered by the Articles of Association; hereinafter referred to as REMM;

and

The company organized and existing under the laws of Belgium, Dental Marketing Development N.V., with registered office at Xavier de Cocklaan 42, 9831, Deurle, Belgium, represented for the purposes of the Agreement by Guy De Vreese, it's president duly empowered by Articles of Association; hereinafter referred to as DMD;

and

Mr. Guy De Vreese, an individual with his address being Baarle Frankrijkstraat 82, 9830 Sint-Martens-Latem, Belgium hereinafter referred to as GDV.

WHEREAS, REMM wishes to obtain a credit line with the Bank Brussel Lambert for a total of (euro)250,000 (two hundred fifty thousand euro's).

WEREAS, REMM has been informed by the Bank Brussel Lambert that they need a security for the amount of (euro)250,000 in order to grant such a credit line.

WHEREAS, GDV is willing to secure this credit line with personal assets.

WHEREAS, the Bank Brussl Lambert has agreed to grant the credit line for REMM under the condition that (a) DMD, a privately owned company by GDV, refunds its line of credit and (b) GDV personally guarantees the line of credit for REMM.

NOW THEREFORE, in consideration of the foregoing premises, and the mutual covenants contained herein, the parties hereto agree as follows:

(1) LOAN

Upon the confirmation of the Bank Brussel Lambert that the credit line for a total of (euro)250,000 is granted (February 11, 2002) REMM loans DMD
(euro)125,000 (one hundred twenty five thousand euro's) so that DMD can refund its line of credit.

(2) REPAYMENT OF LOAN

DMD will repay the loan to REMM under the following conditions:

a) The Bank Brussel Lambert cancels the line of credit of REMM due to insufficient securities.

Or

b) REMM is no longer using the overdraft facility and has found other resources that have taken over the personal deposits (guaranteeing the
(euro)250,000) of GDV.

Or

c) REMM is still using the overdraft facility but has found other recourses that have taken over the personal deposits (guaranteeing the (euro)250,000) of GDV. Therefore, GDV will not (in any way) be held liable for issues regarding the line of credit.

(3) APPLICABLE LAW

3.1 All disputes resulting from or in relation with this Agreement must be settled by the Courts having jurisdiction in the place of residence of REMM.

3.2 This Agreement is ruled by and shall be construed according to the laws of Belgium.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives on the dates below written.

On behalf of:                            On behalf of:
Remedent N.V.                            Dental Marketing Development N.V.
Date; 12-02-2002                         Date: 12-02-2002
City: Deurle                             City: Deurle



/s/ Robin List                                                /s/ Guy De Vreese
------------------------------------                          ------------------
Mr. Robin List                                                Guy De Vreese
Director                                                      President


/s/ Guy De Vreese
Guy De Vreese
Individual

Exhibit 10.14

March 20, 2002

New BitSnap, N.V.
Guy DeVreese
Robin List

This letter will serve to confirm the agreement between Remedent USA, Inc. (the "Company") and New BitSnap, N.V., Guy DeVreese, Robin List.

(1) New BitSnap, N.V. hereby agrees to the receipt of 3,000,000 shares of the Company's common stock in full repayment of the $240,000, representing the outstanding indebtedness for consulting services and advances through March 31, 2002. Repayment is calculated as the outstanding balance as of the date of this agreement, at $0.08 per share.

(2) Guy DeVreese hereby agrees to the receipt of 60,000 shares of the Company's common stock in full repayment of the $30,000, representing accrued expenses and fees through March 31, 2002. Repayment is calculated as the accrued salary at $0.50 per share.

(3) Robin List hereby agrees to the receipt of 712,500 shares of the Company's common stock in full repayment of the $57,000, representing accrued expenses and fees through March 31, 2002. Repayment is calculated as the accrued salary at $0.08 per share.

(4) The Company hereby agrees to file for registration on an SB-2 Registration Statement, the shares of common stock outlined in (1), (2) & (3) above.

The above-mentioned terms are agreed upon on this day, by the following:

/s/ Stephen F. Ross                 /s/ Guy DeVreese
---------------------------         -----------------

Stephen F. Ross                     Guy DeVreese

Chief Financial Officer             President

Remedent USA, Inc.                  New BitSnap, N.V.




/s/ Guy DeVreese                    /s/ Robin List
----------------                    ---------------
Guy DeVreese                        Robin List

Exhibit 10.15

AGREEMENT

This agreement ("Agreement") is made as of January 24, 2002, by and between Kenneth Hegemann (an "individual) and Remedent USA, Inc. (the "Company"):

1. Repayment of Liabilities to Individual and Related Parties

The parties hereby agree to the full satisfaction of the amounts due to individual and related parties, as listed in Exhibit I, with the issuance of shares of common stock in the Company at a price of $0.50/share, except as below:

* Satisfaction of $63,000 of the indebtedness to individual shall be repaid in cash at a rate to be determined at a future date.

                  Exhibit I

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Due to Related Parties
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KH/RI personal credit card                    26,245
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Advance from CRA Labs (KH)                    23,063
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Advance from KH                               63,000                         112,308
-------------------------------------------------------------------------------------

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Accrued Payroll
-------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------
KH/RI/RH payroll/payroll taxes               384,362                         384,362
-------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------
Accrued Interest
-------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------
KH/RI on accrued payroll                      35,933
-------------------------------------------------------------------------------------
CRA Labs on advances                           2,947                          38,880
-------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------
                                                                          $  535,550
-------------------------------------------------------------------------------------

Exhibit 10.16

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT ("Agreement"), dated as of January 11, 2002, is by and between investors listed on signature page, ("Purchaser"), and Remedent USA, Inc., a Nevada corporation ("Seller") (collectively, the "Parties").

W I T N E S S E T H

WHEREAS, Seller has offered for sale to Purchaser units of its securities (the "Units"), each unit consisting of one share of common stock (the "Shares") and 0.2 warrants exercisable at $0.50 for a term of five years (the "Warrants"), at a purchase price of $0.08 per Unit (the "Purchase Price").

WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller, Units upon the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the promises and respective mutual agreements herein contained, it is agreed by and between the Parties hereto as follows:

ARTICLE 1
SALE AND PURCHASE OF THE UNITS

1.1 Sale of the Units. Upon execution of this Agreement (the "Closing"), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Units.

1.2 Instruments of Conveyance and Transfer. As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Units of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Units to PURCHASER.

1.3 Consideration and Payment for the Units. In consideration for the Units, PURCHASER shall pay a purchase price of a total of Two Hundred Seventy Thousand ($270,000) ($0.08 per Unit) ("Purchase Price"), in amounts listed on signature page.

ARTICLE 2
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER

2.1 Seller hereby represents and warrants that:

(a) This Agreement and the Units issuable hereunder have been duly authorized by the appropriate corporate action of Seller.

(b) Seller shall transfer title, in and to the Units to Purchaser free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent.

(c) Refer to "Registration Rights Agreement" for timeframe of registration and delivery of shares.

(d) If the Company shall be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company will use its best efforts timely to file all reports required to be filed from time to time with the SEC (including but not limited to the reports under Section 13 and 15(d) of the 1934 Act referred to in subparagraph (c)(1) of Rule 144 adopted by the SEC under the Act). If there is a public market for any securities of the Company at any time that the Company is not subject to the reporting requirements of either of said Section 13 or 15(d), the Company will, upon the request of Holder, use its best efforts to make publicly available the information concerning the Company referred to in subparagraph (c)(2) of said Rule 144. The Company will furnish to Holder, promptly upon request, (i) a written statement of the Company's compliance with the requirements of subparagraphs (c)(1) or (c)(2), as the case may be, of said Rule 144, and (ii) written information concerning the Company sufficient to enable Holder to complete any Form 144 required to be filed with the SEC pursuant to said Rule 144.

2.2 Purchaser represents and warrants to Seller as follows:

(a) Purchaser has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Units offered by Seller of the size contemplated. Purchaser represents that Purchaser is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Purchaser has had a full opportunity to inspect the books and records of the Seller and to make any and all inquiries of Seller officers and directors regarding the Seller and its business as Purchaser has deemed appropriate.

(b) Purchaser is an "Accredited Investor" as defined in Regulation D of the Securities Act of 1933 (the "Act") or Purchaser, either alone or with Purchaser's professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Seller or any affiliate or selling agent of Seller, directly or indirectly, has sufficient knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Units offered by Seller and of making an informed investment decision with respect thereto and has the capacity to protect Purchaser's own interests in connection with Purchaser's proposed investment in the Units.

(c) Purchaser is acquiring the Units solely for Purchaser's own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a direct or indirect beneficial interest in such Units.

(d) Purchaser will not sell or otherwise transfer the Units without registration under the Act or an exemption therefrom and fully understands and agrees that Purchaser must bear the economic risk of Purchaser's purchase for an indefinite period of time because, among other reasons, the Units have not been registered under the Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or unless an exemption from such registration is available.

ARTICLE 3
MISCELLANEOUS

3.1 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth.

3.2 Notices. Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by any of the Parties hereto to be desirable, to be given to any other party hereto shall be in writing and shall be given by facsimile, personal delivery, overnight delivery, or mailed by registered or certified mail, postage prepaid, with return receipt requested, to the following addresses:

To Purchaser:         As listed on signature page
------------


To Seller:            Remedent USA, Inc.
----------
                      17555 Ventura Blvd. Suite 200
                      Encino, CA  91316
                      Fax:  (818) 922-0584
                      Attn: Stephen F. Ross, Chief Financial Officer

With Copy To:         Oswald & Yap
------------
                      16148 Sand Canyon Ave.
                      Irvine, CA  92618
                      Fax: (949) 788-8980
                      Attn: Lynne Bolduc, Esq.

The persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid. If notice is given by facsimile, personal delivery, or overnight delivery in accordance with the provisions of this Section, said notice shall be conclusively deemed given at the time of such delivery. If notice is given by mail in accordance with the provisions of this Section, such notice shall be conclusively deemed given seven days after deposit thereof in the United States mail.

3.3 Waiver and Amendment. Any term, provision, covenant, representation, warranty or condition of this Agreement may be waived, but only by a written instrument signed by the party entitled to the benefits thereof. The failure or delay of any party at any time or times to require performance of any provision hereof or to exercise its rights with respect to any provision hereof shall in no manner operate as a waiver of or affect such party's right at a later time to enforce the same. No waiver by any party of any condition, or of the breach of any term, provision, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term, provision, covenant, representation or warranty. No modification or amendment of this Agreement shall be valid and binding unless it be in writing and signed by all Parties hereto.

3.4 Choice of Law. This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws.

3.5 Jurisdiction. The Parties submit to the jurisdiction of the Courts of the County of Orange, State of California or a Federal Court empaneled in the State of California for the resolution of all legal disputes arising under the terms of this Agreement, including, but not limited to, enforcement of any arbitration award.

3.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

3.7 Attorneys' Fees. Except as otherwise provided herein, if a dispute should arise between the Parties including, but not limited to arbitration, the prevailing party shall be reimbursed by the non-prevailing party for all reasonable expenses incurred in resolving such dispute, including reasonable attorneys' fees exclusive of such amount of attorneys' fees as shall be a premium for result or for risk of loss under a contingency fee arrangement.

3.8 Taxes. Any income taxes required to be paid in connection with the payments due hereunder, shall be borne by the party required to make such payment. Any withholding taxes in the nature of a tax on income shall be deducted from payments due, and the party required to withhold such tax shall furnish to the party receiving such payment all documentation necessary to prove the proper amount to withhold of such taxes and to prove payment to the tax authority of such required withholding.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, as of the date first written hereinabove.

Seller

Remedent USA, Inc.,
a Nevada corporation

___/s/ Stephen F. Ross________________
By: Stephen F. Ross
Its: Chief Financial Officer

Purchaser

PLEASE CHECK ONE:

I. If I am an individual, I certify that I am an "accredited investor" because:

_______ I had an individual income of more than $200,000 in each of the two most recent calendar years, and I reasonably expect to have an individual income in excess of $200,000 in the current calendar year; or my spouse and I had joint income in excess of $300,000 in each of the two most recent calendar years, and we reasonably expect to have a joint income in excess of $300,000 in the current calendar year.

OR
_______ I have an individual net worth, or my spouse and I have a joint net worth, in excess of $1,000,000 (including home and personal property).

II. If PURCHASER is a corporation, partnership, employee benefit plan or IRA, it certifies as follows:

A. Has the subscribing entity been formed for the specific purpose of investing in the Securities?

If your answer to question A is "No" CHECK whichever of the following statements
(1-5) is applicable to you. If your answer to question A is "Yes" the subscribing entity must be able to certify to statement (B) below in order to qualify as an "accredited investor".

The undersigned entity certifies that it is an "accredited investor" because it is:

1. _______ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or

2. _______ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or

3. ___ ___ each of its shareholders, partners, or beneficiaries meets at least one of the following conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS. Please also CHECK the appropriate space in that section; or

4. _______ the plan is a self directed employee benefit plan and the investment decision is made solely by a person that meets at least one of the conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS; or

5. _______ a corporation, a partnership or a Massachusetts or similar business trust with total assets in excess of $5,000,000.

B. If the answer to Question A above is "Yes," please certify the statement below is true and correct:

_______ The undersigned entity certifies that it is an accredited investor because each of its shareholder or beneficiaries meets at least one of the following conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS. Please also CHECK the appropriate space in that section.

III. If PURCHASER is a Trust, it certifies as follows:

A. Has the subscribing entity been formed for the specific purpose of investing in the Securities?

If your answer to question A is "No" CHECK whichever of the following statements
(1-3) is applicable to the subscribing entity. If your answer to question A is "Yes" the subscribing entity must be able to certify to the statement (3) below in order to qualify as an "accredited investor".

The undersigned trustee certifies that the trust is an "accredited investor" because:

_______1) the trust has total assets in excess of $5,000,000 and the investment decision has been made by a "sophisticated person"; or

_______2) the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity; or

_______3) the undersigned trustee certifies that the trust is an accredited investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) meets at least one of the following conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS. Please also CHECK the appropriate space in that section.

Kolsteeg Beleggingsmaatschappij B.V.
Manegelaantje 10
3062 CV Rotterdam
The Netherlands
Investment - $80,000
Shares Purchased - 1,000,000

Warrants Received - 200,000                                   /s/ Fred Kolsteeg
                                                              ------------------

Robert L. Funcken
Walmolenerf 45
2807 DD Gouda
The Netherlands
Investment - $30,000
Shares Purchased - 375,000
Warrants Received - 75,000                           /s/ Robert L. Funcken
                                                     ---------------------

Hans Kramers
Raadhuislaan 7
2242 CR Wassenaar
The Netherlands
Investment - $60,000
Shares Purchased - 750,000
Warrants Received - 150,000                                   /s/ Hans Kramers
                                                              ----------------

New BitSnap N.V.
Xavier De Cocklaan 42
9831 Deurle
Belgium
Investment - $13,200
Shares Purchased - 165,000
Warrants Received - 33,000                           /s/ Guy De Vreese
                                                     -----------------

Lausha N.V.
Kapitteldreef 33
9830 St. Martens Latem
Belgium
Investment - $86,800
Shares Purchased - 1,085,000
Warrants Received - 217,000                                   /s/ Guy De Vreese
                                                              -----------------

Exhibit 10.17

April 26, 2002

Lincoln Equity Research, LLC
3000 W. MacArthur Blvd., Suite 300
Santa Ana, CA 92704-6916
Attn: Mike Uberti/Paul Runyon

Gentlemen:

This letter will serve to confirm the agreement between Remedent USA, Inc. (the "Company") and Lincoln Equity Research, LLC.

(1) Lincoln Equity Research, LLC hereby agrees to the receipt of 125,000 shares of the Company's common stock in full repayment of the $10,000, representing the outstanding accounts payable balance for investment banking, research coverage and business analysis for the months of November 2001, December 2001, January 2002 and February 2002. Repayment is calculated as the outstanding balance as of the date of this agreement, at $0.08 per share.

(2) The Company hereby agrees to file for registration on an SB-2 Registration Statement, the shares of common stock outlined in (1) above.

The above-mentioned terms are agreed upon on this day, by the following:

/s/ Stephen F. Ross     /s/ Mike Uberti              /s/ Paul Runyon
----------------------- --------------------------   --------------------------

Stephen F. Ross         Mike Uberti                  Paul Runyon

Chief Financial Officer Managing Partner Managing Partner

Remedent USA, Inc. Lincoln Equity Research, LLC Lincoln Equity Research, LLC

Exhibit 10.18

May 1, 2002

Mr. Jeff Siegel
Siegel Smith LLP
400 S. Sierra Avenue
Solana Beach, CA 92075

Mr. Siegel:

This letter will serve to confirm the agreement between Remedent USA, Inc. (the "Company") and Siegel Smith LLP ("Siegel Smith").

(1) Siegel Smith, which served as the Company's independent accountants through the fiscal year ended March 31, 2001, hereby agrees to the receipt of 150,000 shares of the Company's common stock in full repayment of the professional services rendered, $32,650 plus any and all finance charges, incurred through the date of this agreement .

(2) The Company hereby agrees to file for registration on an S-8 Registration Statement, the shares of common stock outlined in (1) above.

The above-mentioned terms are agreed upon on this day, by the following:

/s/ Stephen F. Ross                         /s/ Jeff Siegel
------------------------------------        ---------------------------

Stephen F. Ross                             Jeff Siegel

Chief Financial Officer                     Siegel Smith LLP
Remedent USA, Inc.

Exhibit 10.19

May 1, 2002

Mr. A. Rubin

Mr. Rubin:

This letter will serve to confirm the agreement between Remedent USA, Inc. (the "Company") and yourself (the "lender").

(1) Lender hereby agrees to the receipt of 410,000 shares of the Company's common stock in full repayment of the $30,000, representing the principal and interest outstanding on the working capital loan as of the date of this agreement.
(2) The Company hereby agrees to file for registration on an SB-2 Registration Statement, the shares of common stock outlined in (1) above.

The above-mentioned terms are agreed upon on this day, by the following:

/s/ Stephen F. Ross                         /s/ Alan Rubin
------------------------------------        ---------------------------

Stephen F. Ross                             A. Rubin

Chief Financial Officer                     Lender
Remedent USA, Inc.

Exhibit 10.20

May 1, 2002

Mr. Jonathan J. Marine
448 21st Street
Manhattan Beach, CA 90266

Mr. Marine:

This letter will serve to confirm the agreement between Remedent USA, Inc. (the "Company") and yourself (the "lender").

(1) Lender hereby agrees to the receipt of 1,300,000 shares of the Company's common stock in full repayment of the $77,778 working capital outstanding as of the date of this agreement.

(2) The Company hereby agrees to file for registration on an SB-2 Registration Statement, the shares of common stock outlined in (1) above, in addition to the 650,000 share of common stock representing the interest on this working capital loan as described in the agreement between these two parties dated December 21, 2001.

The above-mentioned terms are agreed upon on this day, by the following:

/s/ Stephen F. Ross                         /s/ Jonathan J. Marine
------------------------------------        ---------------------------

Stephen F. Ross                             Jonathan J. Marine

Chief Financial Officer                     Lender
                                            Remedent USA, Inc.

Exhibit 10.21

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT ("Agreement"), dated as of May 1, 2002, is by and between investors listed on signature page, ("Purchaser"), and Remedent USA, Inc., a Nevada corporation ("Seller") (collectively, the "Parties").

W I T N E S S E T H

WHEREAS, Seller has offered for sale to Purchaser units of its securities (the "Units"), each unit consisting of one share of common stock (the "Shares") and 0.2 warrants exercisable at $0.50 for a term of five years (the "Warrants"), at a purchase price of $0.08 per Unit (the "Purchase Price").

WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller, Units upon the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the promises and respective mutual agreements herein contained, it is agreed by and between the Parties hereto as follows:

ARTICLE 1
SALE AND PURCHASE OF THE UNITS

1.1 Sale of the Units. Upon execution of this Agreement (the "Closing"), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Units.

1.2 Instruments of Conveyance and Transfer. As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Units of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Units to PURCHASER.

1.3 Consideration and Payment for the Units. In consideration for the Units, PURCHASER shall pay a purchase price of a total of Fifteen Thousand USD ($15,000) ($0.08 per Unit) ("Purchase Price").

ARTICLE 2
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER

2.1 Seller hereby represents and warrants that:

(a) This Agreement and the Units issuable hereunder have been duly authorized by the appropriate corporate action of Seller.

(b) Seller shall transfer title, in and to the Units to Purchaser free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent.

(c) Refer to "Registration Rights Agreement" for timeframe of registration and delivery of shares.

(d) If the Company shall be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company will use its best efforts timely to file all reports required to be filed from time to time with the SEC (including but not limited to the reports under Section 13 and 15(d) of the 1934 Act referred to in subparagraph (c)(1) of Rule 144 adopted by the SEC under the Act). If there is a public market for any securities of the Company at any time that the Company is not subject to the reporting requirements of either of said Section 13 or 15(d), the Company will, upon the request of Holder, use its best efforts to make publicly available the information concerning the Company referred to in subparagraph (c)(2) of said Rule 144. The Company will furnish to Holder, promptly upon request, (i) a written statement of the Company's compliance with the requirements of subparagraphs (c)(1) or (c)(2), as the case may be, of said Rule 144, and (ii) written information concerning the Company sufficient to enable Holder to complete any Form 144 required to be filed with the SEC pursuant to said Rule 144.

2.2 Purchaser represents and warrants to Seller as follows:

(a) Purchaser has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Units offered by Seller of the size contemplated. Purchaser represents that Purchaser is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Purchaser has had a full opportunity to inspect the books and records of the Seller and to make any and all inquiries of Seller officers and directors regarding the Seller and its business as Purchaser has deemed appropriate.

(b) Purchaser is an "Accredited Investor" as defined in Regulation D of the Securities Act of 1933 (the "Act") or Purchaser, either alone or with Purchaser's professional advisers who are unaffiliated with, have no equity interest in and are not compensated by Seller or any affiliate or selling agent of Seller, directly or indirectly, has sufficient knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Units offered by Seller and of making an informed investment decision with respect thereto and has the capacity to protect Purchaser's own interests in connection with Purchaser's proposed investment in the Units.

(c) Purchaser is acquiring the Units solely for Purchaser's own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a direct or indirect beneficial interest in such Units.

(d) Purchaser will not sell or otherwise transfer the Units without registration under the Act or an exemption therefrom and fully understands and agrees that Purchaser must bear the economic risk of Purchaser's purchase for an indefinite period of time because, among other reasons, the Units have not been registered under the Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or unless an exemption from such registration is available.

ARTICLE 3
MISCELLANEOUS

3.1 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth.

3.2 Notices. Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by any of the Parties hereto to be desirable, to be given to any other party hereto shall be in writing and shall be given by facsimile, personal delivery, overnight delivery, or mailed by registered or certified mail, postage prepaid, with return receipt requested, to the following addresses:

To Purchaser:        As listed on signature page
------------


To Seller:           Remedent USA, Inc.
----------
                     17555 Ventura Blvd. Suite 200
                     Encino, CA  91316
                     Fax:  (818) 922-0584
                     Attn: Stephen F. Ross, Chief Financial Officer

With Copy To:        Oswald & Yap
------------
                     16148 Sand Canyon Ave.
                     Irvine, CA  92618
                     Fax: (949) 788-8980
                     Attn: Lynne Bolduc, Esq.

The persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid. If notice is given by facsimile, personal delivery, or overnight delivery in accordance with the provisions of this Section, said notice shall be conclusively deemed given at the time of such delivery. If notice is given by mail in accordance with the provisions of this Section, such notice shall be conclusively deemed given seven days after deposit thereof in the United States mail.

3.3 Waiver and Amendment. Any term, provision, covenant, representation, warranty or condition of this Agreement may be waived, but only by a written instrument signed by the party entitled to the benefits thereof. The failure or delay of any party at any time or times to require performance of any provision hereof or to exercise its rights with respect to any provision hereof shall in no manner operate as a waiver of or affect such party's right at a later time to enforce the same. No waiver by any party of any condition, or of the breach of any term, provision, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term, provision, covenant, representation or warranty. No modification or amendment of this Agreement shall be valid and binding unless it be in writing and signed by all Parties hereto.

3.4 Choice of Law. This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of California including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws.

3.5 Jurisdiction. The Parties submit to the jurisdiction of the Courts of the County of Orange, State of California or a Federal Court empaneled in the State of California for the resolution of all legal disputes arising under the terms of this Agreement, including, but not limited to, enforcement of any arbitration award.

3.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

3.7 Attorneys' Fees. Except as otherwise provided herein, if a dispute should arise between the Parties including, but not limited to arbitration, the prevailing party shall be reimbursed by the non-prevailing party for all reasonable expenses incurred in resolving such dispute, including reasonable attorneys' fees exclusive of such amount of attorneys' fees as shall be a premium for result or for risk of loss under a contingency fee arrangement.

3.8 Taxes. Any income taxes required to be paid in connection with the payments due hereunder, shall be borne by the party required to make such payment. Any withholding taxes in the nature of a tax on income shall be deducted from payments due, and the party required to withhold such tax shall furnish to the party receiving such payment all documentation necessary to prove the proper amount to withhold of such taxes and to prove payment to the tax authority of such required withholding.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, as of the date first written hereinabove.

Seller

Remedent USA, Inc.,
a Nevada corporation

___/s/ Stephen F. Ross____________________
By: Stephen F. Ross
Its: Chief Financial Officer

Purchaser

PLEASE CHECK ONE:

I. If I am an individual, I certify that I am an "accredited investor" because:

_______ I had an individual income of more than $200,000 in each of the two most recent calendar years, and I reasonably expect to have an individual income in excess of $200,000 in the current calendar year; or my spouse and I had joint income in excess of $300,000 in each of the two most recent calendar years, and we reasonably expect to have a joint income in excess of $300,000 in the current calendar year.

OR
_______ I have an individual net worth, or my spouse and I have a joint net worth, in excess of $1,000,000 (including home and personal property).

II. If PURCHASER is a corporation, partnership, employee benefit plan or IRA, it certifies as follows:

A. Has the subscribing entity been formed for the specific purpose of investing in the Securities?

If your answer to question A is "No" CHECK whichever of the following statements
(1-5) is applicable to you. If your answer to question A is "Yes" the subscribing entity must be able to certify to statement (B) below in order to qualify as an "accredited investor".

The undersigned entity certifies that it is an "accredited investor" because it is:

1. _______ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or

2. _______ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or

3. ___ ___ each of its shareholders, partners, or beneficiaries meets at least one of the following conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS. Please also CHECK the appropriate space in that section; or

4. _______ the plan is a self directed employee benefit plan and the investment decision is made solely by a person that meets at least one of the conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS; or

5. _______ a corporation, a partnership or a Massachusetts or similar business trust with total assets in excess of $5,000,000.

B. If the answer to Question A above is "Yes," please certify the statement below is true and correct:

_______ The undersigned entity certifies that it is an accredited investor because each of its shareholder or beneficiaries meets at least one of the following conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS. Please also CHECK the appropriate space in that section.

III. If PURCHASER is a Trust, it certifies as follows:

A. Has the subscribing entity been formed for the specific purpose of investing in the Securities?

If your answer to question A is "No" CHECK whichever of the following statements
(1-3) is applicable to the subscribing entity. If your answer to question A is "Yes" the subscribing entity must be able to certify to the statement (3) below in order to qualify as an "accredited investor".

The undersigned trustee certifies that the trust is an "accredited investor" because:

_______1) the trust has total assets in excess of $5,000,000 and the investment decision has been made by a "sophisticated person"; or

_______2) the trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity; or

_______3) the undersigned trustee certifies that the trust is an accredited investor because the grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s) meets at least one of the following conditions described above under INDIVIDUAL ACCREDITED INVESTOR STATUS. Please also CHECK the appropriate space in that section.

Paul Krok
1236 Lago Vista Dr.
Beverly Hills, CA 90210
Investment - $15,000
Shares Purchased - 187,500

Warrants Received - 37,500                           /s/ Paul Krok
                                                     -------------

Levin Family Trust
7 Canyon Point
Newport Coast, CA 92657
Investment - $15,000
Shares Purchased - 187,500
Warrants Received - 37,500                           /s/ Desmond Levin
                                                     -----------------

Exhibit 10.22

Mr. Ed First
Mr. Dan Acosta
Mr. Mike Smith
20992 Bake Pkwy. Suite 102
Lake Forest, CA 92630
USA

May 13th, 2002

Regarding: Settlement of back-pay

Dear Gentlemen,

Following our discussions we would like to confirm the settlement of your back pay with Remedent USA, Inc. As agreed the total amount of $31,202.86 ($25,846.14 Salary & $5,396.72 Unpaid Expenses) will be paid in 3 instalments partly in cash, partly in shares of Remedent USA, Inc.:

(1) Shares Remedent USA, Inc. will issue share certificate(s) totalling 205,000 shares in the names desired by the undersigned.

A total of $16,000.00 out of the $31,202.86 indebtedness will be paid with the above mentioned shares.

Upon your confirmation, Remedent USA, Inc. will issue the certificates to undersigned within 5 business days.

(2) Cash
The remaining balance of $15,202.86 will be paid in cash. Remedent will send you 2 checks within 5 business days, the first for $7,702.86 and the second for $7,500.00. The first check is payable 05/31/2002, the second 06/30/2002.

The undersigned employees agree that the above-mentioned amounts to be paid in cash and stock will be paid to individuals as independent consultants and the Company will issue a corresponding Form 1099 for these amounts, excluding unpaid expenses, for the current tax year.

The undersigned acknowledges that $4,772.00 of the Unpaid Expenses was utilized to pay The Bike Shop for the remaining indebtedness of Remedent USA, Inc. for the back rent for November and December 2001. Subsequent to that payment, Remedent USA, Inc. maintains no indebtedness to this previous lessor.

Remedent USA, Inc. will issue cash and stock to the undersigned as denoted below.

Undersigned agrees that this agreement constitutes the full and complete satisfaction of Remedent USA, Inc's., including its subsidiaries, officers and employees, indebtedness for unpaid wages, unpaid expenses and penalties. Undersigned waives all future claims regarding the above indebtedness.

Please return a copy of this document with your signature for approval.

Kind regards,                       FOR CONFIRMATION:

                                    /s/ Dan Acosta
                                    /s/ Mike Smith
/s/ Stephen Ross                    /s/ Ed First
Stephen Ross                        Dan Acosta       Mike Smith        Ed First
CFO

                            Shares of            First Cash Payment of      Second Cash Payment of
                           Common Stock           $7,500.00 Payable on       $7,500.00 Payable on
                      in Remedent USA, Inc.            5/31/2002                   6/30/2002
                     -------------------------   -----------------------   --------------------------

Ed First                               77,900                 $2,927.09                    $2,850.00

Mike Smith                             47,765                 $1,794.77                    $1,747.50

Dan Acosta                             79,335                 $2,981.01                    $2,902.50
                     -------------------------   -----------------------   --------------------------

                                      205,000                 $7,702.86                    $7,500.00

Exhibit 10.23

June 30, 2002

Mr. Irwin Zucker

Mr. Zucker:

This letter will serve to confirm the agreement between Remedent USA, Inc. (the "Company") and yourself (the "individual").

(1) Individual hereby agrees to the receipt of 243,000 shares of the Company's common stock in full repayment of the $19,497, representing the accrued salary due to individual as of the date of this agreement.

(2) The Company hereby agrees to file for registration on an SB-2 Registration Statement, the shares of common stock outlined in (1) above.

The above-mentioned terms are agreed upon on this day, by the following:

/s/ Stephen F. Ross                         /s/ Irwin Zucker
------------------------------------        ---------------------------

Stephen F. Ross                             I. Zucker

Chief Financial Officer                     Individual

Remedent USA, Inc.

Exhibit 10.24

June 30, 2002

Mr. Stephen Ross
Mr. Cole Gehrung

This letter will serve to confirm the agreement between Remedent USA, Inc. (the "Company") and yourselves (the "individuals").

(1) Individuals hereby agree to the receipt of 39,918 shares of the Company's common stock in full repayment of the $19,959, representing a portion of the accrued salary due to individuals as of the date of this agreement, as denoted below.

(2) The Company hereby agrees to file for registration on an SB-2 Registration Statement, the shares of common stock outlined in (1) above.

The above-mentioned terms are agreed upon on this day, by the following:

/s/ Stephen F. Ross       /s/ Stephen F. Ross     /s/ Cole Gehrung
------------------------  ---------------------   --------------------------

Stephen F. Ross           S. Ross                 C. Gehrung

Chief Financial Officer   Individual              Individual

Remedent USA, Inc.

Stephen Ross $14,805 29,610 shares Cole Gehrung $5,154 10,308 shares

Exhibit 21.1

Subsidiaries of Remedent USA, Inc.:

Remedent Professional Holdings, Inc., a California corporation Remedent Professional, Inc., a California corporation Remedent N.V., a Belgium corporation