THIS  CONVERTIBLE  DEBENTURE  HAS BEEN ISSUED  PURSUANT TO A NON-PUBLIC
OFFERING IN CONFORMITY WITH AN APPLICABLE AND IN RELIANCE ON EXEMPTIONS FROM THE
REGISTRATION  REQUIREMENTS OF APPLICABLE  STATE SECURITIES LAWS. SUCH SECURITIES
HAVE NOT BEEN QUALIFIED WITH THE  COMMISSIONER  OF  CORPORATIONS OF THE STATE OF
CALIFORNIA OR ANY OTHER STATE  SECURITIES  COMMISSION,  NOR REGISTERED  WITH THE
SECURITIES AND EXCHANGE COMMISSION. SUCH SECURITIES MAY TO BE SOLD, TRANSFERRED,
PLEDGED OR  HYPOTHECATED  UNLESS AND UNTIL  COUNSEL FOR THE  COMPANY  SHALL HAVE
DETERMINED THAT THE INTENDED  DISPOSITION IS PERMISSIBLE AND DOES TO VIOLATE THE
SECURITIES  ACT OR THE RULES AND  REGULATIONS  OF THE  SECURITIES  AND  EXCHANGE
COMMISSION THEREUNDER, OR THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS
OR ANY RULES OR REGULATIONS THEREUNDER.

                            10% CONVERTIBLE DEBENTURE

         1.       PAYMENT OF PRINCIPAL AND INTEREST

                  The  undersigned,  Remedent  USA,  Inc., a Nevada  corporation
having a  principal  place of business  at 1220 Birch Way,  Escondido,  CA 92027
("Maker"),  promises to pay Edward Quincy (hereinafter referred to as "Holder"),
or to his  successors  or  assigns,  on or before  April 15,  2001 at a place or
location  designated by Holder,  the principal sum of Ten Thousand Eight Hundred
Two ($10,802),  bearing simple  interest on the unpaid  principal at the rate of
ten percent (10%) per annum (computed on the basis of a 365-day year), principal
due and payable on demand and interest payments to be paid quarterly.

         2.       DEFAULT

                  Should  Maker  default on any  provision  of this  Convertible
Debenture  the whole sum of the  principal  and accrued  interest  shall  become
immediately  due at the  option of Holder.  Default  shall  include,  but not be
limited to, the failure of Maker to perform any duties hereunder,  the filing as
to Maker,  of a voluntary or  involuntary  petition  under the provisions of the
Federal Bankruptcy Act, and the issuances of any attachment or execution against
any asset of Maker.

         3.       PREPAYMENT AND CONVERSION

                  Principal  and interest on this  Convertible  Debenture may be
prepaid at any time, in whole or in part,  without  premium or penalty in lawful
money of the United  States.  Upon  receipt of any  prepayment  of  interest  or
principal,  Holder hereof shall make a notation on this Convertible Debenture of
the payment received.

                  Should  Holder  desire to convert this  Convertible  Debenture
into common stock of Maker, the conversation is at the following value: 37.5% of
the  average  trading  price  (average  of bid and  ask)  for the 30 day  period
immediately prior to the maturity date of this Convertible  Debenture,  for each
dollar of principal  and interest  outstanding  as of the maturity  date of this
Convertible  Debenture.  The conversion of this Convertible  Debenture may be in
whole or in any part of the  remaining  balance on the maturity date at the sole
option of Holder.

         4.       WAIVER OF PRESENTMENT PROTEST AND NOTICE OF DISHONOR

                  Maker hereby waives presentment,  protest, notice of dishonor,
and all other notices  normally  required by law,  except for notices  expressly
provided for in this Convertible Debenture.

         5.       TIME OF THE ESSENCE

                  Time is of the essence. Maker and Holder agree that time is of
the essence for the performance of each and every covenant and the  satisfaction
of each and every condition contained in this Convertible Debenture.

         6.       EXTENSION OR RENEWAL

                  Holder may, from time to time, at his sole  discretion  extend
or renew this  Convertible  Debenture  for any period  regardless of whether the
period  is longer  or  shorter  than the  original  period  of this  Convertible
Debenture.  However, any such extension or renewal of this Convertible Debenture
shall  not  operate  as a  change  or  alteration  of any  other  part  of  this
Convertible  Debenture  or of the  obligation,  in whole  or in  part,  of Maker
therein.

         7.       RELEASE OF PROMISSORY CONVERTIBLE DEBENTURE

                  Holder may grant releases or  compromises of this  Convertible
Debenture  to any  party  who is  liable  to make  payment  on this  Convertible
Debenture,  without  notice or  consent  of Maker,  and  without  affecting  the
liability of Maker under this Convertible Debenture.

         8.       CHOICE OF LAW

                  This Convertible  Debenture has been entered into in the State
of California,  and the parties  hereto  expressly  agree that this  Convertible
Debenture  shall be  construed  in  accordance  with  the  laws of the  State of
California.

         9.       SUCCESSORS AND ASSIGNS

                  All covenants and agreements  herein shall be deemed  material
and shall bind Maker and its successors and assigns whether so expressed or not,
and all such covenants and  agreements  shall inure to the benefit of Holder and
his nominees, successors and assigns, whether so expressed or not.

         10.      WAIVER

                  No course or dealing  between Holder and Maker and no delay on
the part of Holder in  exercising  any rights under this  Convertible  Debenture
shall  operate  as a waiver  of the  rights  of  Holder.  No  covenant  or other
provision of neither this Convertible  Debenture,  nor any default in connection
therewith,  may be waived unless such covenant or other  provision or default is
waived pursuant to a written instrument signed by the parties hereto.

         11.      COSTS AND ATTORNEYS' FEES

                  In the event legal action is commenced to enforce or interpret
any part of this Convertible Debenture the prevailing party shall be entitled to
recover  as an element  of his  and/or  her costs of suit,  and not as  damages,
reasonable  attorneys'  fees to be fixed by the court.  The  "prevailing  party"
shall be the party who is  entitled  to  recover  his  and/or her costs of suit,
whether or not the suit proceeds to final  judgment.  No sum for attorneys' fees
shall be counted in calculating the amount of a judgment nor shall the amount of
the  judgment  be  used  in  determining  the  reasonableness  of the  costs  or
attorneys' fees.

                  WHEREFORE,  this Promissory  Convertible Debenture is executed
as of April 15, 2000.

"HOLDER"

___________________________

By:__________________________
_______________________, Print name of individual/entity


"MAKER"

REMEDENT USA, INC.


By: ____________________________
         Rebecca Inzunza
         Its:  President / CEO