March 10, 2000

(FCC) First Canadian Capital Corporation
Bill Wishart
210-1118 Home Street
Vancouver, B.C. Canada V6B 6L5

Dear Bill,

I look  forward to a successful  working  relationship  in raising  capital with
First Canadian Capital.

This document shall serve as the agreement  between Remedent USA, Inc.  ("REMM")
and First  Canadian  Capital  ("FCC"),  whereby  FCC  whereby  agrees to provide
consulting services to REMM over the next 12 months.

Scope and  Duties:  During  the term of this  Agreement,  FCC will  perform  the
following services for REMM.

Mergers and  Acquisitions.  FCC will  provide  assistance  to REMM,  as mutually
agreed, in identifying M&A candidates,  assisting in any due diligence  process,
recommending   transaction   terms  and  giving  advice  and  assistance  during
negotiations.

Introduction to the Investment  Community.  FCC has a familiarity or association
with numerous broker/dealers and investment professionals across the country and
will enable contact between REMM and/or REMM's affiliate to facilitate  business
transactions  among them. FCC shall use its contacts in the brokerage  community
to assist REMM in establishing relationships with private equity capital sources
(venture capital,  etc.) and securities  dealers while providing the most recent
information about REMM to interested  dealers on a regular and continuous basis.
FCC understands that his is in keeping with REMM's business  objectives and plan
to market REMM's business or project to the investment community.

REMM and/or REMM's Affiliate Transaction Due Diligence. FCC will participate and
assist REMM in the due diligence process on all proposed financial  transactions
affecting  REMM of which  FCC is  notified  in  writing  in  advance,  including
conducting  investigate of and providing advice on the financial,  valuation and
stock price implications of the proposed transaction(s).

Additional Duties.  REMM and FCC shall mutually agree upon any additional duties
that FCC may  provide  for  compensation  paid or  payable  by REMM  under  this
Agreement.   Although  there  is  no  requirement  to  do  so,  such  additional
agreement(s)  may be attached hereto and made part hereof by written  amendments
to be listed as  "Exhibits"  beginning  with  "Exhibit A" and  initialed by both
parties.

Standard of  Performance.  FCC shall devote such time and efforts to the affairs
of REMM as is reasonably necessary to render the services  contemplated b y this
Agreement. FCC is not responsible for the performance of any services, which may
be rendered  hereunder  if REMM fails to provide the  requested  information  in
writing prior hereto. The services of FCC shall not include the rendering of any
legal opinions or the performance of any work that is in the ordinary purview of
a certified public  accountant.  FCC cannot guarantee results on behalf of REMM,
but shall use commercially  reasonable  efforts in providing the services listed
above. If an interest is expressed in satisfying all of part of REMM's financial
needs. FCC shall notify REMM and advise it as to the source of such interest and
any terms and conditions of such interest. FCC's duty is to introduce and market
REMM's funding requests to appropriate  funding sources.  FCC will in no way act
as a "broker-dealer" under the state securities laws. Because all final decision
pertaining  to any  particular  investment  are to be made by REMM,  REMM may be
required to communicate directly with potential funding sources.

Non-Guarantee.  FCC  makes no  guarantee  that FCC will be able to  successfully
market and in turn  secure a loan or  investment  financing  for  client,  or to
successfully procure such loan or investment within REMM desired timeframe or to
guarantee  that it will secure any loan or investment  financing with a specific
or minimum  return,  interest  rate or other  terms.  Neither  anything  in this
Agreement to the contrary nor the payment of deposits to FCC by REMM pursuant to
fee  agreements for services not  contemplated  herein shall be construed as any
guarantee.  Any comments made  regarding  potential time frames or anything that
pertains or the outcomes of client's funding requests are expressions of opinion
only. REMM  acknowledges  and agrees it is not required to make exclusive use of
FCC for any  services  or  documentation  deemed  necessary  for ht  purpose  of
securing  investments.  FCC has made no such demands in order for REMM's project
to be marketed under the terms of this Agreement.  FCC holds no exclusive rights
to the marketing of REMM's project.

Compensation  to FCC.  For a  direct  investment  made in REMM by a third  party
investor either  introduced to REMM by FCC or which contacted REMM directly as a
result of FCC's  efforts,  REMM shall pay FCC  (option  for either  cash or free
trading  shares)  3% of gross  amount of  capital  raised  and 5% bonus in R-144
Remedent shares calculated on gross amount raised.

         1.       In  addition,  payment  each  month  for  one  year  beginning
                  February 1, 2000: $5000 per month in shares  calculated at the
                  average  closing  price for the month of R-144  Shares of REMM
                  payable April 31, 2000,  July 31, 2000,  October 31, 2000, and
                  January 31, 2001.

Merger and  Acquisitions.  For a  merger/acquisition  entered  into by REMM as a
result of the  efforts  of or an  introduction  by FCC  during  the term of this
Agreement,  REMM shall pay FCC 5% of the total value of the transaction.  The 5%
shall  be paid in cash or  stock  depending  on  merger/acquisition  transaction
details, upon the date of the closing of the merger/acquisition.

         2.       If  stock is used as part of all of the  consideration  in the
                  transaction,  FCC shall  receive 50% free  trading REMM shards
                  (if shares are available) and 50% R-144 REMM shares equivalent
                  to 5% of the gross transaction upon close of the transaction.

Merryvale  Group.  Should  financing  be  completed  with Mr. Paul Berini of the
Merryvale Group  International,  the compensation terms mentioned above will not
apply. Any compensation earned will be paid by Merryvale Group International.

Investment Source(s) Disclosure.  It is fully understood that n some cases FCC's
investment/lending  sources are sources  that may be public  sources,  which may
independently  approach REMM without the  assistance of FCC. FCC makes no claims
to have special relationships with sources and is not to be considered as having
any  capabilities  of expediting  or "pushing"  REMM's case through any approval
channels  outside the norm of any  request of this type.  The sources in the FCC
databases  are sources  compiled by FCC from  created  relationships  as well as
lists  purchased  or  requested  for the  purpose of  building  a  comprehensive
lender/investor marketing service.

Indemnification.  REMM agrees to indemnify  and hold  harmless  FCC, each of its
officers,  directors,  employees and shareholders against any and all liability,
loss and costs,  expenses or damages,  including but not limited to, any and all
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any  litigation,  commenced or  threatened,  or any claim  whatsoever or
howsoever caused by reason of any injury (whether to body,  property or business
character or reputation)  sustained by any person or to any person,  arising out
of any act, failure to act, negligent, any untrue or alleged untrue statement of
a  material  fact or failure to state a  material  fact  which  thereby  makes a
statement  false or  misleading,  or any breach of any material  representation,
warranty  or  covenant  by  REMM  or any  of its  agents,  employees,  or  other
representatives. Nothing herein is intended to nor shall it relieve either party
from liability for its own act, omission or negligence. All remedies provided by
law, or in equity shall be cumulative and not in the alternative.

FCC agrees to indemnify and hold harmless REMM, each of its officers, directors,
employees  and  shareholders  against  any and all  liability,  loss and  costs,
expenses  or  damages,  including  but not  limited  to,  any  and  all  expense
whatsoever reasonably incurred in investigating,  preparing or defending against
any litigation,  commenced or threatened,  or any claim  whatsoever or howsoever
caused by reason of any injury (whether to body, property,  personal or business
character or  reputation)  sustained by any person or to any person or property,
arising out of any grossly negligent act, any untrue or alleged untrue statement
of a material  fact or failure to state a material  fact which  thereby  makes a
statement  false or  misleading,  or any breach of any material  representation,
warranty  or  covenant  by  FCC  or  any of  its  agents,  employees,  or  other
representatives. Nothing herein is intended to nor shall it relieve either party
from liability for its own act, omission or negligence. All remedies provided by
law, or in equity shall be cumulative and not in the alternative.

Services not expressed or implied.  PCC is not and will not be a market maker in
REMM's  securities  or any  securities  or  securities  in which  REMM or REMM's
affiliates has an interest.

Any  payments  made  herein  to FCC are not,  and  shall  not be  construed  as,
compensation  to FCC  for the  purpose  of  making  a  market,  to  cover  FCC's
out-of-pocket  expenses for making a market,  or for the submission by FCC of an
application to make a market in any securities.

No payments made herein to FCC are for the purpose of effecting the price of any
security or influencing any market-making  functions,  including but not limited
to,  bid/ask  quotations,  initiation  and  termination  of  quotations,  retail
securities  activities,  or for  the  submission  of any  application  to make a
market.

Term/Termination.  This  Agreement is a quarterly  agreement for the term of one
(1) year and shall terminate automatically on January 31, 2001. However, REMM or
FCC shall have the right to terminate the balance of this  Agreement at any time
seventy (70) days after the date hereof, provided written notice is given to the
other party at least  fifteen (15) days prior to the  expiration  of the current
quarter of the Agreement.

Confidentiality.  FCC will not at any time or in any manner,  either directly or
indirectly,  use for the  personal  benefit of FCC,  or  divulge,  disclose,  or
communicate  in any manner any  information  that is proprietary to REMM without
REMM's express written  consent.  FCC will protect such information and treat it
as strictly  confidential.  This provision  shall continue to be effective after
the termination of this Agreement.  Upon termination of this Agreement, FCC will
return to REMM all records, notes, documentation and other items that were used,
created, or controlled by FCC during the term of this Agreement.

Entire Agreement.  This Agreement  contains the entire agreement of the parties,
and there are no other  promises or  conditions in any other  agreement  whether
oral or written.

Severability.  If any provision of this Agreement shall be held to be invalid or
unenforceable  for any reason,  the remaining  provisions  shall  continue to be
valid and enforceable.  If a court finds that any provision of this Agreement is
invalid or  unenforceable,  but that by limiting such  provision it would become
valid and  enforceable,  then  such  provision  shall be  deemed to be  written,
construed, and enforced as so limited.

Counterparts.  If any provision of this  Agreement  shall be held to be valid or
unenforceable  for any reason,  the remaining  provisions  shall  continue to be
valid and  enforceable.  If a court finds that any provision of the Agreement is
invalid or  unenforceable,  but that by limiting such provisions it would become
valid and  enforceable,  then  such  provision  shall be  deemed to be  written,
construed, and enforced as so limited.

Choice of Law.  This  Agreement  shall be governed by, and shall be construed in
accordance with, the laws of the State of California.

Arbitration. Any controversy or claim arising out of relating to this Agreement,
or the  breach  thereof,  shall be settled by  arbitration  administered  by the
American  Arbitration  Association in accordance with its applicable  rules, and
judgment upon an award  rendered by the  arbitrator  may be entered in any court
having jurisdiction thereof.

Party contracting services:          Service Provider:

REMEDENT USA, INC.                   (FCC) FIRST CANADIAN CAPITAL CORPORATION

Rebecca Inzunza                      Bill Wishart

By:  Rebecca W. Inzunza              By:  Bill Wishart

Its:  President                      Its:  President

March 10, 2000                       March 13, 2000