MARKETING AGREEMENT

    This Agreement is made and effective as of the 5th day of October, 1996,
                                  by and among

                         Remedent USA Inc. or Assignee,
                         (hereinafter referred as "REM")
                                       and

                              Jean Louis Vrignaud,
                   109 Rue du Cherche-Midi 75006 Paris France
                         (hereinafter referred as "JLV")

                                    RECITALS

                                       A.

         "JLV" is the sole and rightful owner of certain double ended toothbrush
technology,  Patents  pending and other  goodwill  relating  to said  technology
collectively the "Intellectual Property", Products", or "Unit" as the context of
this "Agreement" requires.

                                       B.

         "REM" is in the business of marketing  and  distributing  personal care
products.

                                       C.

         "JLV"  will  enter  into a  manufacturing  agreement  with ORAL 2000 or
Assignee in which "JLV" will provide ORAL 2000 or Assignee  with the  world-wide
exclusive manufacturing rights for the products.

                                       D.

         It is the intent of the  parties to exploit the  Intellectual  Property
through the  implementation  of this  Marketing  Agreement  by which "JLV" shall
grant "REM" the world-wide  exclusive  marketing rights to products derived from
said "Intellectual Property".

         In witness whereof, the parties agree as follows:

1.       GRANT OF LICENSE

         1.1      Exclusive License

         For receipt of 50,000 shares of Remedent USA, Inc., "JLV" hereby grants
and  conveys to "REM",  and "REM"  hereby  accepts  from "JLV" , the  world-wide
exclusive License to market the Products which are derived from the Intellectual
Property for the double ended toothbrush which is more clearly identified in the
attached drawing as "Exhibit 1".

         1.2      Royalties

         "JLV" is entitled to a royalty of 3.5% on invoiced amount.  "JLV" shall
acquire the right to royalty after full payment by the customers of the invoiced
price.  In case of partial  payment made in compliance  with the sales contract,
"JLV" shall be entitled to a proportional payment.

         1.3      Term

         The term of this  Marketing  Agreement is perpetual  unless  terminated
sooner in accordance with the terms of this Agreement.

2.       OBLIGATIONS OF "REM"

         2.1      Promotional Budget

         As partial consideration to "JLV" for granting the world-wide exclusive
marketing  rights for the  products,  "REM" does hereby agree to  establish  and
expend a Budget of not less than US$1.5 million during the first three (3) years
of this Agreement, to promote the products.

         2.2      Product Testing

         As additional partial consideration to "JLV", "REM" agrees to establish
and  expend a budget of not less than  US$150,000  during the first 36 months of
this  Agreement  to conduct  clinical  tests of the  product  for the purpose of
gaining recognized  Institutional approvals such as ADA (USA) and equivalent ECC
Standards.

         2.3      Promotional Samples

         As additional partial  consideration to "JLV" , "REM" agrees to provide
a significant volume of no-charge  promotional samples to dentists,  hygienists,
dental students,  Institutions,  Distributors and Consumers,  for the purpose of
product  exposure  to  enhance  rapid  growth  of  the  business  volume.   Such
promotional  samples  shall be  provided  to REM in  quantities  as set forth in
attached Exhibit II.

         2.4      Distribution Network

         "REM"  agrees  to use its best  efforts  to  establish  as  quickly  as
possible,  a world-wide  network of  Distributors  for all the products,  and in
doing so create to the greatest extent  possible,  a cohesive plan to distribute
the product throughout the world with minimum distribution over-lap problems.

3.       OBLIGATIONS OF "JLV"

         3.1      Patents & Trademarks

         "JLV" agrees, at REM expense, to apply for Patents in as many countries
as financially  feasible.  "REM" further agrees to expand the present Trademarks
to other countries where such is financially practical.

         3.2      World-wide Manufacturing License

         "JLV" agrees to grant a world-wide  manufacturing  license to ORAL 2000
or Assignee; such license shall be world-wide. "JLV" further agrees to ORAL 2000
or Assignee to provide  units to "REM" at the price as set forth in the attached
Exhibit IV.

         3.3      Promotional Samples

         "JLV" agrees to cause the manufacturer to provide  promotional  samples
to "REM" in such  quantities  as set forth in Exhibit II, and further  agrees to
cause the  manufacturer  to provide such samples at actual  manufacturing  cost,
without profit margin.

4.       QUOTA, PRICE, TERMS

         4.1      Quotas

         "REM"  agrees  to meet the  minimum  volume  quotas as set forth in the
attached Exhibit III in order to maintain the exclusivity of this Agreement.  If
quotas are not met according to the attached  Exhibit III,  "REM" shall have 210
days to correct the  problem  and if unable to meet the quota at that time,  the
exclusive nature of this Agreement shall revert to non-exclusive.

         4.2      Price

         "JLV" agrees to cause ORAL 2000 or Assignee to provide brushes to "REM"
according to the price schedule as set forth in Exhibit IV. Since the product is
not yet in  production,  "JLV"  cannot  assure "REM" that the price as set forth
will be the final  price  and as such the  parties  agree  that the price as set
forth in  Exhibit IV is only a target  price.  "REM"  agrees  that the price may
increase to reflect increases in actual cost once the product is in production.

         4.3      Terms

         "REM" agrees that  payment  terms shall be by full letter of credit for
all orders above the amount  US$75,000.  For orders  under the amount  US$75,000
other terms of prepayment shall be negotiated.

5.       GENERAL

         5.1

         This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and their  respective legal successors but shall not otherwise be
assignable by either party without the written consent of the other.

         5.2

         No variation or  amendment  of this  Agreement  shall bind either party
unless made in writing in the English  language and agreed to in writing by duly
authorized officers of both parties.

         5.3

         If any  provisions  of this  Agreement  is agreed by the  parties to be
illegal, void or unenforceable under any law that is applicable hereto or if any
court of competent jurisdiction in a final decision so determines this Agreement
shall continue in force save that such  provision  shall be deemed to be excised
herefrom with effect from the date of such agreement or decision or such earlier
date as the parties may agree.

         5.4

         The  heading in this  Agreement  are for  convenience  only and are not
intended to have any legal effect.

         5.5

         A failure  by either  party  hereto  exercise  or  enforce  any  rights
conferred  upon it by this  Agreement  shall not be deemed to be a waiver of any
such rights or operate so as to bar the exercise or  enforcement  thereof at any
subsequent time or times.

6.       NOTICES

         6.1

         Any notice  required to be given hereunder by either party to the other
shall be in writing  and shall be served by sending  the same by  registered  or
recorded  delivery  post or facsimile to the address of the other party as given
herein or to such other  address as that party may have  previously  notified to
the party giving notice as its address for such service.

         6.2

         All  notices,  documents,  communications  and  any  other  data  to be
provided under this Agreement shall be in the English  language unless otherwise
agreed.

7.       CONFIDENTIALITY

         The existence of and all terms and conditions of this  agreement  shall
forever remain strictly confidential.  Two masters are created and no copy shall
be permitted.

8.       ARBITRATION - APPLICABLE LAW

         8.1

         Any dispute arising out of or in connection  with the present  contract
shall be  finally  settled  in  accordance  with the Rules of  Conciliation  and
Arbitration of the International  Chamber of commerce by one or more arbitrators
designated in accordance to said Rules.

         8.2

         The arbitrators  shall apply the provisions  contained in this contract
and the  principles  of law  generally  recognized  in  international  trade  as
applicable to international distribution contracts.



By:                                            Date:
   ----------------------------                      -------------------
    REMDENT USA INC.


By:                                            Date:
   ----------------------------                      -------------------
    Jean Louis Vrignaud




<PAGE>



                                   EXHIBIT II

                    QUANTITY OF BRUSHES AT COST FOR PROMOTION

         The  following  quantity of brushes shall be provided to REM for giving
away to dental professional in a massive promotional effort.

                   YEAR                                   QUANTITY
                   ----                                   --------
                   1st                                    150,000

                   2nd                                    200,000

                   3rd                                    250,000

                   4th                                    200,000

                   5th                                    150,000

                   Each Year Thereafter                   100,000


<PAGE>



                                   EXHIBIT III
                                PRODUCTION QUOTA

                   YEAR                                    QUANTITY
                   ----                                    --------
                   1st                                     0.2 Million

                   2nd                                     1 Million

                   3rd                                     5 Million

                   4th                                     10 Million

                   5th and each year thereafter            15 Million





<PAGE>



                                   EXHIBIT IV

                    BRUSH PRICE TO "REM" BY LETTERS OF CREDIT

         BRUSHES will be manufactured using two (2) choices of material.

         1.  Polypropylene - Less expensive and less attractive but functionally
equivalent

                           Price to JLV              US$0.3397 each
                           F.O.B. China factory

         2.  Propionate - More expensive and more attractive

                           Price to JLV              US$0.3970 each
                           F.O.B. China factory

         Provided  that the price for sale of Brushes to REM shall be subject to
increases  from time to time to  reflect  increases  in  manufacturing  costs as
notified in writing by the Company to REM.


<PAGE>



                         ADDITION TO MARKETING AGREEMENT

    This Addition is made and effective as of the 25th day of October, 1998,
                                  by and among

                                Remedent USA Inc.
                         (hereinafter referred as "REM")
                                       and
                              Jean Louis Vrignaud,
                   109 Rue du Cherche-Midi 75006 Paris France
                         (hereinafter referred as "JLV")

         In witness whereof, the parties agree as follows:

1.       LIMITS OF ROYALTIES

         Both  parties  agree to  increase  the  royalty  to 4.5% (four and half
percent),  beginning February 1, 1999, while at the same time limiting the total
payout of the royalty to $2,000,000 (two million).

2.       QUOTAS

         The parties agree that the  non-attainment  of the quotas as set in the
marketing contract is not considered as a breach of the marketing contract.

3.       AUTOMATIC INCLUSION UNDER MARKETING CONTRACT

         This addition to the Marketing  contract  forms an integral part of the
Marketing contract.



By:                                             Date:
   ----------------------------                      -------------------
    REMDENT USA INC.


By:                                             Date:
   ----------------------------                      -------------------
    Jean Louis Vrignaud