OPTION AGREEMENT

                  THIS OPTION AGREEMENT (this "Agreement") is made as of the 9th
day of August,  1999,  by and between  RUBICON  CAPITAL  PARTNERS,  INC., or its
designee(s) (the "Purchase") and REMEDENT USA, INC. (the "Seller").

                  WHEREAS,  the Seller has authorized one class of Common Stock;
and

                  WHEREAS,  the  Purchaser  and  the  Seller  are  parties  to a
Consulting  Agreement  dated as of August __, 1999  pursuant to which the Seller
has agreed to grant to the  Purchaser  the option  which is the  subject of this
Agreement; and

                  WHEREAS,  the Seller desires to grant the Purchaser the option
to purchase certain shares of the Seller's Common Stock in the Corporation,  and
Purchaser  desires  to obtain  the option to  purchase  from the Seller  certain
shares of the Common  Stock of  Corporation  upon the terms and  conditions  set
forth herein;

                  NOW,  THEREFORE,  in  consideration  of the premises,  and for
other good and  valuable  consideration,  the receipt and  adequacy of which are
hereby acknowledged, the parties agree as follows:

     1.   Grant of Option. The Seller hereby grants to Purchaser,  and Purchaser
          hereby receives from the Seller, the option (the "Option") to purchase
          up to Two Hundred Thousand (200,000) shares of the Common Stock of the
          Seller (the "Option Shares") from the Seller,  for a purchase price of
          $1.30  ($1.30)  (the  average of 5 days  closing  price) per shares of
          Common Stock (the "Option  Price"),  upon the terms and conditions set
          forth herein.  Simultaneously  with the  execution of this  Agreement,
          Purchaser has paid to the Seller One Dollar  ($1.00) as  consideration
          for the Option granted herein.

     2.   Term and Condition Precedent. The Option granted pursuant to Section 1
          of this Agreement shall become exercisable as follows: Purchaser shall
          have the right to purchase  one (1) Option  Share upon Seller  selling
          each  five (5)  shares as part of the  first  1,000,000  shares of the
          Company's private offering. The Option granted hereunder should expire
          on September 1, 2002 (the "Expiration  Date");  under no circumstances
          shall the Option be exercisable after the Expiration Date.

     3.   Exercise of Option.  The Option granted herein shall be exercisable as
          to the Option Shares by  Purchaser,  at one time or from time to time,
          by  providing  written  notice  to the  Seller  at any time  after the
          satisfaction  of the  Condition  Precedent  and before the  Expiration
          Date.  Each closing  date for the sale and  purchase of Option  Shares
          shall be ten (10) days after the date of the written  notice  provided
          in accordance with this Section 3 (each, an "Option Closing Date").

     4.   Payment of Option  Price.  The Option  Price  shall be paid  through a
          cashless  exercise or shall be paid in cash,  certified check or other
          immediately available funds on each Option Closing Date.

     5.   Adjustments Upon Changes In Capitalization. The total number of Option
          Shares which may be  purchased  on exercise of the Option,  and/or the
          price at which the Option  may be  exercised,  shall be  appropriately
          adjusted by the Board of Directors of the Seller,  whose determination
          shall be  conclusive,  for any  increase  or decrease in the number of
          outstanding  shares  of the  Seller's  stock  resulting  from a  stock
          dividend on the common stock of the Seller, stock split or combination
          of shares or  reclassification  or in the event of any reorganization,
          merger,  consolidation,   acquisition,  separation,  recapitalization,
          split-up,  combination,  or exchange of the common stock of the Seller
          or like adjustment.

     6.   Closing  Deliveries.  On each  Option  Closing  Date the Seller  shall
          deliver, or cause to be delivered,  to the Purchaser one or more stock
          certificates  representing all of the shares of stock purchased by the
          Purchaser pursuant to this Agreement on such Option Closing Date.

     7.   Representations  of  Seller.  The  Seller  has the  right  and  lawful
          authority to enter into and be bound by this  Agreement and no consent
          or approval of any person is or will be  necessary  to the validity of
          the rights created  hereunder,  this Agreement having been approved by
          the Seller's Board of Directors.

     8.   Further Assurances. The parties will execute such additional documents
          and  instruments  and take such further steps,  as may be necessary to
          effectuate the terms and provisions hereof.

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

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                  IN WITNESS  WHEREOF,  the parties  have signed and sealed this
Option Agreement as of the day and year first above written.

                                  RUBICON CAPITAL PARTNERS, INC.


                                  By:
                                     -------------------------------------
                                       Kenneth Yonika, Managing Director

                                                - PURCHASER -

                                  REMEDENT USA, INC.



                                  By:
                                     -------------------------------------
                                       Rebecca Inzunza, President/CEO

                                                  - SELLER -