The Merryvale Group International
                            Private Merchant Bankers
                              Post Office Box 1361
                            Tiburon, California 94920
                           E-mail: mercantbank@aol.com

W. P. Berini
President

February 15, 2000
Remedent USA, Inc.
Rebecca Inzunza
1220 Birch Way
Escondido, CA  92027

Dear Rebecca:

It has been a pleasure  speaking with you and Bill,  these past 2 weeks.  I look
forward to a successful working  relationship with Remedent USA, Inc. ("RUI"). I
am optimistic, given your experience and this environment,  that we will realize
a mutual benefit to our success.

This document shall serve as the agreement  between  Remedent USA, Inc.  ("RUI")
and The  Merryvale  Group,  ("MGI"),  whereby  MGI agrees to provide  consulting
services to RUI over the next 120 days (4 months).

o Scope Of Services:

         1. Develop Phase I plan for funding  $3,000,000  (Three Million Dollars
            US) to be used for working capital.
         2. Position the  corporation  to begin Phase 2 of funding an additional
            infusion of Capital, should that become necessary.
         3. Effect a network base in the United  States,  Canada,  Great Britain
            and Asia.
         4. Perform  promotional  services as directed  by the  corporation  and
            mutually agreed upon.
         5. Assist RUI with drafting corporation resolutions,  board minutes and
            shareholder meeting minutes for review by corporate counsel;  assist
            in coordinating shareholder meetings, when applicable.
         6. Oversee relations with contacts on behalf of RUI.
         7. Other assignments as mutually agreed upon.

o Corporate Goal:

The goal of RUI, is to effect increased revenues  consistently over the years to
come.  MGI is prepared to assist the  corporation  with achieving this goal. The
services  outlined  herein  are  directed  toward  accomplishing  Phase 1 and to
position the company for Phase 2 funding.

o Personnel Assigned by MGI

William Paul Berini,  President of The Merryvale  Group and  Associates  will be
assigned to provide  services to RUI. These services shall include,  but are not
limited to, the contract and  maintenance of the Private Equity services for the
express purpose of raising a minimum of $3,000,000 (Three Million Dollars US) to
fund RUI's expanding operations.

o Fees and Expenses:

Service for the  four-month  period shall be an initial  disbursement  of $5,000
(Five Thousand  Dollars US), which will constitute the proceeds from the sale of
stock in the  company.  It is the policy of The  Merryvale  Group,  to collect a
three-month retainer in advance,  before work can begin on any project,  special
consideration  has been  given in the case of  Remedent,  whereby  payment  on a
monthly basis, will be acceptable.

A third party shall supply retainer, releasing RUI of any responsibility,  which
related to the retainer issue of this agreement.

Our  commission  schedule,  will be as follows:  10% (10 Percent) of all capital
raised by Merryvale.

The following will also apply:

1. Cash Success Fee. A cash fee of 10% (10 percent) of the funds raised shall be
   payable to MGI or its assigns out of the  proceeds of the  Financing.  A Cash
   Fee is payable on a pro-rata basis according to funds raised.
2. Equity  Success  Fee.  This fee  shall  consist  of  300,000  (Three  Hundred
   Thousand)  shares of free trading  stock in RUI. The shares will  represent a
   percentage  of shares  issued to investors in return for their  financing and
   will be subject to standard  non-dilution  clauses.  Shares will be issued to
   MGI on a pro-rata basis, according to funds raised.
3. Indemnity.  RUI agrees to indemnify MGI, its officers,  directors and agents,
   from any claim or damages  asserted by third parties,  including  legal fees,
   except to the extent that such changes arise solely from the gross negligence
   or willful malfeasance of MGI.

All expenses above $250.00 will be pre-approved by the corporation.  MGI will be
reimbursed  for all  out-of-pocket  expenses,  reasonable to the  performance of
services  contemplated  by this  contract.  Budget  for such  expenses,  will be
reviewed with the corporation, prior to such expenditure.

o Terms:

The  terms  of  this  agreement  shall  commence  upon  receipt  of the  initial
disbursement of $5,000 (Five Thousand Dollars US).

Subsequent  payments of $5,000  every  thirty days will be required to keep this
agreement in effect.  This agreement will expire 120 days (4 months) thereafter,
unless terminated  earlier.  A subsequent  disbursement of $5,000 (Five Thousand
Dollars US) may be required to keep this agreement in effect.

MGI would be pleased to provide  additional service to RUI, and plans to discuss
such requirements with you prior to the expiration date of this agreement.

While there are no  guarantees,  we believe that with our best efforts,  we have
access to the  markets  and  investors  to complete  the  aforementioned  in the
allotted  time-frame.  It is understood that RUI has reasonable  expectations to
believe the fund  raising  efforts will be completed in as short a time frame as
possible.

We appreciate the  opportunity to be of service to RUI in assisting you to reach
your financial goals and look forward to a favorable association.

Please indicate your concurrence with this agreement by signing a duplicate copy
in the space provided, and completing the appropriate  instructions,  which will
place this agreement in effect.

Wire instructions available upon request.

Sincerely,

The Merryvale Group International           Remedent USA, Inc.
Agreed to this ____ day of February, 00     Agreed to this __ day of February,00


William Paul Berini, President              Rebecca Inzunza, President/CEO


By: _______________________________         By:  ______________________________