SALES AND MARKETING MANAGEMENT SERVICES AGREEMENT

                  THIS  AGREEMENT  dated March 11, 1999  between  REMEDENT  USA,
INC., an Arizona  corporation,  having its  principal  place of business at 1220
Birch  Way,  Escondido,  California  ("Principal"),   and  DOUBLE  EAGLE  MARKET
DEVELOPMENT  COMPANY,  a California  corporation,  having its principal place of
business at 4000 Long Beach Boulevard,  Suite 228, Long Beach,  California 90807
("Double Eagle").

                  Principal is in the business of  manufacturing,  marketing and
distributing  Consumer  Products  and  desires to secure the  services of Double
Eagle, as described  below, to provide sales and marketing  management  services
and to  negotiate  the sales of such  products in  Principal's  name and for its
account. Accordingly, Principal and Double Eagle agree as follows:

                  1.  Appointment.  Subject to the terms and  conditions of this
Agreement,  a)  Principal  retains the services of Double Eagle and Double Eagle
agrees to provide sales material development and assessment (Stage 1), sales and
marketing  management of the current  brokers and accounts  (Stage 2), and sales
and  marketing  management  services  (Stage 3) to support the  Principal in the
development  and expansion of  Principal's  sales beyond  current  accounts,  as
described in the February 23, 1999 Proposal  letter,  attached hereto as Exhibit
"A", and b) Principal  hereby  appoints  Double Eagle and Double Eagle agrees to
act as Principal's exclusive  representative for soliciting wholesale orders for
the Products described in Exhibit "B" attached hereto ("Products") from existing
and  prospective  customers in the  geographical  area  described in Exhibit "C"
attached hereto ("Territory").

                  2. Double  Eagle's  Efforts.  Double  Eagle shall use its best
efforts to solicit  wholesale  orders for the Products from the customers in the
Territory.  Double Eagle shall employ, at its sole expense,  a sufficient number
of  salespersons to serve the customers in the Territory in a manner intended to
maximize Principal's sale of the Products to the customers in the Territory.

                  3. Double  Eagle's  Conduct.  Double  Eagle shall  require its
salespersons  to comply with  Principal's  standards  for  competency,  business
ethics, courtesy, and service while soliciting wholesale orders for the Products
from  the  customers  in the  Territory.  Double  Eagle  shall  assure  that its
salespersons  do not engage in any conduct or  participate in any activity which
is offensive to the standards of the general community for decency, morality, or
social  propriety,  likely to result in scandal,  ridicule,  or contempt for the
applicable salesperson, Double Eagle, Principal or its Products.

                  4. Wholesale Orders.  All wholesale orders solicited by Double
Eagle shall be promptly submitted to Principal.  The product descriptions,  unit
prices,  minimum order  quantities,  and other terms of sale  applicable to each
wholesale order shall be set forth in writing by Principal. Each wholesale order
taken by Double Eagle shall be subject to Principal's  confirmation  in its sole
discretion.

                  5. Double Eagle's  Management Fee and Sales  Commissions.  For
Stage 1, Principal shall provide Double Eagle a consultation fee of $10,000 plus
expenses.  The consultation fee shall be paid 50% upon signing of this agreement
and 50% upon  completion  of Stage 1, as  evidenced by the  presentation  of the
recommended sales material copy and account presentation. Out of pocket expenses
shall be pre-approved by Principal and paid as incurred.  For Stage 2, Principal
shall pay to Double Eagle a commission of eleven percent  (11%)--comprised  of a
"Management  Fee"  of six  percent  (6%)  and a  five  percent  (5%)  "Brokerage
Commission"--of  Principal's  net  invoiced  amount  for  all  of  the  Products
delivered  each month to the  Customers in the  Territory  pursuant to wholesale
orders solicited by Double Eagle and accepted by Principal.  For these purposes,
the term "net invoiced amount" shall mean the total invoiced amount less any and
all (a) sales taxes,  (b) freight  allowances and charges,  (c) returned product
credits, (d) refunds,  (e) rebates,  (f) discounts,  and (g) previously invoiced
amounts which have not bee paid in accordance with the terms of sale.  Principal
shall  guarantee a minimum  management  fee of $4,000 per month,  offset  either
partially or  completely,  by the 6%  management  fee  commission  earned on net
invoiced amount as described  above.  The minimum  guarantee shall be due at the
beginning  of the  month,  beginning  with the month this  agreement  is signed.
Double  Eagle's  management  fee  commissions  earned in  excess of the  minimum
guarantee and all brokerage commissions for each month shall be due and owing on
the 15th day of the following  month.  All travel expenses shall be pre-approved
by Principal and due and owing as incurred.

                  For Stage 3, Principal  shall pay to Double Eagle a commission
of eleven percent (11%)--comprised of a "Management Fee" of six percent (6%) and
a five percent (5%) "Brokerage  Commission"--of  Principal's net invoiced amount
for all of the Products  delivered  each month to the Customers in the Territory
pursuant  to  wholesale  orders  solicited  by  Double  Eagle  and  accepted  by
Principal.  For these  purposes,  the term "net invoiced  amount" shall mean the
total invoiced amount less any and all (a) sales taxes,  (b) freight  allowances
and charges,  (c)  returned  product  credits,  (d)  refunds,  (e) rebates,  (f)
discounts,  and (g)  previously  invoiced  amounts  which  have not been paid in
accordance  with  the  terms  of  sale.  Principal  shall  guarantee  a  minimum
management fee of $6,000 per month,  offset either  partially or completely,  by
the 6%  management  fee  commission  earned on net invoiced  amount as described
above.  The  minimum  guarantee  shall  be due at the  beginning  of the  month,
beginning with the month this agreement is signed. Double Eagle's management fee
commissions  earned  in  excess  of the  minimum  guarantee  and  all  brokerage
commissions  for  each  month  shall  be due and  owing  on the  15th day of the
following  month. All travel expenses shall be pre-approved by Principal and due
and owing as incurred.

                  6. Double  Eagle's  Business  Expenses.  Double Eagle shall be
solely  responsible for all of its expenses not previously  covered in section 5
or elsewhere in this Agreement for soliciting  wholesale orders for the Products
from the customers in the Territory, including, without limitation, expenses for
employees,  taxes, rent, telephone service,  travel,  entertainment,  and office
supplies.

                  7.  Principal's  Reports.  Principal  shall  provide to Double
Eagle a  monthly  report  of all  data  and  information  used by  Principal  to
calculate  Double Eagle's  commission for the applicable  month. The accuracy of
each such report shall be certified by Principal's Sales Manager-Products or his
designee. Principal shall provide to Double Eagle copies of all wholesale orders
for the Products solicited by Double Eagle and accepted by Principal.

                  8. Sales Materials and Advertising. Principal shall provide to
Double Eagle copies of brochures,  flyers,  promotional pieces pertaining to the
Products  and other  relevant  selling  materials  which  set forth  Principal's
product descriptions,  unit prices, minimum order quantities, and other terms of
sale for the Products  ("Sales  Materials") for distribution to the customers in
the  Territory and use by Double Eagle during the term of this  Agreement.  From
time to time, Principal shall amend or revise the Sales Materials by delivery of
such new pages, replacement pages, addenda, or revised copies to Double Eagle as
Principal  shall  determine to be  appropriate.  Principal  shall  advertise and
promote the  Products in such manner as it shall  determine  to be  appropriate.
Double  Eagle  shall not  advertise  or promote the  Products  other than by the
distribution of such promotional pieces and by written correspondence, telephone
conversations,  and personal meetings with the buyers and other employees of the
customers in the Territory.

                  9.  Double  Eagle's  Incidental  Duties.  Double  Eagle  shall
provide  to  Principal  written  reports of the (a)  efforts of Double  Eagle to
solicit  wholesale  orders for the Products from the Customers in the Territory,
(b)  creditworthiness  of the  Customers  in the  Territory,  and (c) efforts of
competitors to solicit wholesale orders from the Customers in the Territory. The
form  and  frequency  of  such  reports  shall  be as  reasonably  specified  by
Principal.  Double Eagle shall provide to Principal prompt written notice of any
and all  complaints  pertaining  to the Products  which come to the attention of
Double Eagle without  expressing an oral or written  opinion  pertaining to such
complaints to any third party.

                  10. Relationship of Parties.  Double Eagle shall not represent
or hold itself out as an agent, legal representative, partner, subsidiary, joint
venture partner,  or employee of Principal.  Double Eagle shall have no right or
power to bind or obligate  Principal,  and shall not bind or obligate Principal,
in any way, manner, or thing whatsoever,  nor represent that he has any right to
do so.

                  11.  Term of  Agreement.  The  term of  this  Agreement  shall
commence on the date of its  execution by Principal and shall expire at midnight
six  months  later,  unless  terminated  sooner as  provided  elsewhere  in this
Agreement.  Thereafter,  the  term  of this  Agreement  shall  be  automatically
extended  for  successive  periods of six months each unless  either party gives
written  notice that it does not desire to have the term so  extended  not later
than sixty (60) days prior to the end of any specific six-month period.

                  12.  Termination.  Principal shall have the right to terminate
the term of this Agreement for cause by written notice to Double Eagle if Double
Eagle (a) is convicted of any felony or any misdemeanor involving fraud or moral
turpitude, or (b) defaults in the performance of any obligation pursuant to this
Agreement or violates any term or condition of this  Agreement and fails to cure
such  default  or  violation  within the time set forth in  Principal's  written
notice to cure the same.  In the case of  termination,  brokers  established  by
Double Eagle shall then report  directly to the  Principal and Double Eagle will
provide an easy transition.

                  13. Assignment.  Double Eagle shall not assign,  transfer, nor
encumber  this  Agreement,  or any right or interest  herein or  hereunder,  nor
suffer or permit  any such  assignment,  transfer,  or  encumbrance  to occur by
operation of law without prior written consent of Principal.

                  14. Covenant Not To Compete. During the term of this Agreement
Double  Eagle shall not solicit  wholesale  orders for any  competitive  product
which is identical  or  substantially  similar to any Consumer  Product from any
Customer in the  Territory.  This  covenant  not to compete  shall be  construed
separately and  independently  of any other provisions of this Agreement and the
existence  of any claim or cause of action which Double Eagle might have against
Principal shall not constitute a defense to its enforcement.

                  15.  Waivers.  The failure of Principal to exercise any right,
power, or option given to it hereunder or to insist upon strict  compliance with
the terms hereof shall not  constitute a waiver of the terms and  conditions  of
this Agreement with respect to any other subsequent  breach thereof nor a waiver
of its right at any time thereafter to require exact and strict  compliance with
all the terms and conditions hereof. Principal's rights and remedies pursuant to
this  Agreement  are  cumulative  to any other  rights or remedies  which may be
granted by law.

                  16.  Applicable  Law.  This  Agreement,  and  the  rights  and
obligations of the parties  hereto,  shall be construed  under and in accordance
with the laws of the State of California.

                  17.  Arbitration.  Principal and Double Eagle shall attempt to
resolve any and all  disputes  arising out of or relating to this  Agreement  by
amicable negotiations. If any such dispute cannot be resolved within thirty (30)
days after  either  party gives a written  notice to the other party  initiating
negotiations  pertaining to such dispute,  the parties shall submit such dispute
to arbitration in Long Beach, CA in accordance  with the Commercial  Arbitration
Rules of the American  Arbitration  Association  then in force. The award by the
arbitrators  shall be binding on the parties and enforceable by any court having
jurisdiction.

                  18.  Notices.  Any notice required to be given hereunder shall
be given in writing by personal  delivery,  or by certified or registered  mail,
return receipt requested, directed to the party at its last known address.

                  19.  Severability.  If any  provision  of  this  Agreement  is
declared invalid or inoperable by any court or other  governmental  authority of
competent jurisdiction,  such finding shall not invalidate the remainder of this
Agreement.

                  20.  Parties  Bound.  This  Agreement  shall be binding on and
inure to the benefit of Principal,  including its  successors  and assigns,  and
Double Eagle, including its successors and assigns.

                  21. Amendment,  Entire Agreement.  This Agreement  constitutes
the entire agreement and understanding of the parties hereto with respect to the
subject  matter  hereof  and  supersedes  all prior  negotiations,  commitments,
representations,  and  undertakings  of the parties with respect to such subject
matter.  This Agreement  shall not be modified  except by a writing signed by an
officer of Principal and by an officer of Double Eagle.

                  22.   Sixty  Day   Addendum.   The  parties   agree  that  the
relationship  between the parties will be more clearly  defined sixty days after
signing this contract. The duties of both parties will be added to this contract
as an Addendum at that time.

                  The parties  hereto have duly  executed,  sealed and delivered
this Agreement in duplicate on the day and year first above written.

                                     REMEDENT USA, INC.

                                     By:
                                         ----------------------------
                                     Title:
                                           --------------------------
                                               "Principal"

                                      DOUBLE EAGLE MARKET DEVELOPMENT COMPANY

                                      By:
                                          ----------------------------
                                      Title:
                                            --------------------------
                                               "Double Eagle"


<PAGE>



                                    EXHIBIT A

Proposal letter of February 23, 1999 from Norman Broadhurst to Rebecca Inzunza


<PAGE>



                                    EXHIBIT B

Principal  authorizes  Double Eagle to represent the following  list of Products
for the purposes of soliciting wholesale orders:

Products

Oral health care products


<PAGE>



                                    EXHIBIT C

Principal  authorizes  Double  Eagle  to  represent  Products  in the  following
Territory for Customers in the listed classes of trade:

Territory
---------

The United States of America and all U.S. military installations worldwide
Canada

Customers
---------

The Customers in the Territory include, but are not limited to, those designated
as follows:

Grocery,  Club Store,  Mass  Merchandiser,  Convenience,  Liquor,  Health  Food,
Military, Drug, Hardware, and Food Service