CONTINENTAL CAPITAL & EQUITY CORPORATION

                                 AGENT AGREEMENT

                  This Agent  Agreement is made and entered into this 1st day of
December,  1998 by and between CONTINENTAL  CAPITAL & EQUITY CORPORATION,  Inc.,
LOCATED  AT 195  Wekiva  Springs  Road,  Suite  200,  Longwood,  Florida  32779,
hereinafter referred to as CCED and REMEDENT USA, INC., located at 7301 E. Evans
Road, Scottsdale, Arizona 85260, hereinafter referred at as REMM.

                                    RECITALS

                  WHEREAS,  REMM is a publicly held  corporation  and desires to
engage  CCED  as  agent,  for  the  purpose  of  introducing  merger/acquisition
candidates,  identifying  sources of capital and/or  providing  other  financial
services, and

                  WHEREAS, CCED possesses certain skills,  knowledge,  abilities
and considerable contracts throughout the financial industry, and

                  WHEREAS,  CCED  desires to assist  REMM with  introduction  to
sources, as outlined above.

                  NOW,   THEREFORE,   in  consideration  of  the  covenants  and
conditions  contained  herein,  and other good and valuable  consideration,  the
receipt and sufficiency of which is hereby  acknowledged,  the parties do hereby
agree as follows:

                                    ARTICLE 1
                           Effective Term of Agreement

         1.1 This  Agent  Agreement  shall  begin on the date shown and shall be
operative and controlling for a period not to exceed December 1, 1999.

                                    ARTICLE 2
                        Exclusivity and Non-Circumvention

         2.1 Exclusivity. During the effective term of the Agent Agreement, CCED
shall be engaged by REMM on a non-exclusive basis.

         2.2  Non-Circumvention.  Each  party to this  Agreement  shall keep the
existence and the terms of this Agreement  strictly  confidential.  Furthermore,
REMM shall not attempt to contact any third party  initially  introduced by CCED
with  the  expressed  purpose  of  circumventing  CCEC's  participation  in  any
transaction pursuant to this Agreement.

                                    ARTICLE 3
                          CCED Performance Obligations

         Upon execution of the Agent  Agreement by both parties,  CCED agrees to
employ its best efforts to perform the following:

         3.1 To introduce sources, as outlined above, to REMM, and assist in the
closing of such transactions.

         3.2 REMM must  approve in  advance,  in  writing,  any and all  matters
relating to, or otherwise  effecting REMM and/or its business,  and for any such
matter to be effective  against,  or otherwise  bind REMM.  CCEC shall use every
effort to promptly inform all parties whom CCEC may or shall contact,  and shall
use  every  effort to make  such  parties  aware,  that no  agreement,  promise,
understanding,  representations  or inducement  shall be effective  against,  or
otherwise  bind REMM  unless or until such is  approved  in advance in a written
agreement signed by REMM.

                                    ARTICLE 4
                          REMM Performance Obligations

         REMM agrees to pay CCEC upon closing of any transaction associated with
this agreement as follows:

         4.1  Funding:  CCEC shall be  entitled to receive on the closing of any
funding transaction,  a cash finder's fee of 3% of total gross proceeds received
by REMM.

                                    ARTICLE 5
                               No Power of Agency

         5.1 No Power of Agency.  Neither party shall have the power to bind the
other,  nor shall any act by either  party be  immutable  for any purpose to the
other.

                                    ARTICLE 6
                                Entire Agreement

         6.1 Entire Agreement. Other than any current and/or future agreement(s)
by and between the parties (which any said  agreement(s)  shall continue in full
force and effect independent of this Agreement), this Agent Agreement sets forth
the agreement and understanding of the parties hereto. No other representations,
promise or  inducement  has been made by any party that is not  embodied in this
Agreement,   and  no  party  shall  be  bound  by  or  liable  for  any  alleged
representation, promise of inducement not so set forth.

                                    ARTICLE 7
                                  Modification

         7.1 Modification. This Agent Agreement may be modified or added to from
time  to  time,  at the  will  of the  parties,  provided  that  all  subsequent
modifications  or  additions  must be in writing and  executed  by the  parties,
noting the date thereof.  No modifications  or additions  bearing a date earlier
than the last of the  dates of  execution  below  shall  be  valid.  All  future
modifications,  to the extent that they conflict with the  provisions  contained
herein,  shall be deemed  as  superseding  the  conflicting  provisions  set out
herein.

                                    ARTICLE 8
                            Assignment and Succession

         8.1  Assignability.  CCEC may assign any part of its rights  under this
Agent  Agreement  with prior  approval  of REMM and CCEC shall have the right to
delegate its duties under this Agent Agreement with the prior consent of REMM.

         8.2  Successors.  The Agent  Agreement  shall be binding upon and shall
inure to the benefit of the parties hereto and their  respective  successors and
their assigns.

                                    ARTICLE 9
                                Invalid Provision

         9.1 Invalid Provision.  In the event that any one or more provisions of
the Agent Agreement shall for any reason be duly held to be invalid,  illegal or
unenforceable,  such invalidity, illegality or unenforceability shall not effect
any other provision of the Agent Agreement.

                                   ARTICLE 10
                                  Counterparts

         10.1   Counterparts.   This  Agent   Agreement   may  be   executed  in
counterparts,  and any number of  counterparts  signed in the  agreement  by the
parties hereto shall constitute a single original instrument.

                                   ARTICLE 11
                                    Headings

         11.1 Headings. The headings herein are for reference only and shall not
affect the construction of this Agent Agreement.

                                   ARTICLE 12
                                   Arbitration

         12.1  Arbitration.  Any controversy or claim arising out of or relating
to the Agent Agreement,  or the breach thereof,  shall be settled by arbitration
in accordance with the commercial  arbitration rules of the American Arbitration
Association,  and judgment upon the award rendered by the  arbitrator(s)  may be
entered in any court having jurisdiction thereof.

                                   ARTICLE 13
                                   Collections

         13.1  Collections.  Should either party incur any expenses in enforcing
provisions of the agreement, or in collecting any debt which may arise from this
agreement,  the other party shall be obligated  to reimburse  said party for all
reasonable costs and expenses incurred.

                                   ARTICLE 14
                                 Governing Law.

         14.1 Governing Law. The existence,  validity,  construction,  operation
and effect of this Agent  Agreement  shall be determined in accordance  with and
governed by the laws of the State of Florida, United State of America.

         IN  WITNESS  THEREOF,  the  parties,  have  carefully  considered  each
provision of the Agent Agreement,  note their approval and acceptance  hereof by
executing this agent Agreement shall become effective, and the term of the Agent
Agreement shall begin, on the last day of execution hereunder.

         CONFIRMED AND AGREED ON THE 3RD DAY OF DECEMBER, 1998.

         CONTINENTAL CAPITAL & EQUITY CORPORATION



         By:
            ----------------------             -------------------------
            CCEC Representative                   CCEC Officer


            ----------------------             -------------------------
                  Witness                           Witness

         CONFIRMED AND AGREED ON THE ____ DAY OF ___________, 1998

         REMEDENT USA, INC.


         By:
            ------------------------
                  Duly Authorized


             ------------------------
                  Witness