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                         REVOLVING CREDIT LINE AGREEMENT


Intending to be legally bound by this Revolving Credit Line Agreement
("Agreement"), dated ____________, 2000, BANK OF HAWAII, a Hawaii corporation,
whose mailing address is 130 Merchant Street, Honolulu Hawaii 96813 (the "Bank")
and BRITESMILE, INC., a Utah corporation, whose mailing address is 490 North
Wiget Lane, Walnut Creek, California 94598 (the "Borrower") agree as follows:

                              I. Revolving Credit

1.1      In General. Subject to the terms of this Agreement, the Bank hereby
         establishes a credit facility in favor of the Borrower (the "Credit
         Facility") under which the Bank will extend credit to the Borrower from
         time to time until _______________, 2001 (the "Credit Termination
         Date"), by way of Loans pursuant to Section 1.2 hereof. Each extension
         of credit shall be in such amount as the Borrower may request, but the
         aggregate principal amount of all extensions of credit at any one time
         outstanding shall not exceed $2,000,000.00 (the "Commitment"). The
         Borrower may obtain credit, repay without penalty and obtain further
         credit as provided for under this Agreement, from the date hereof until
         the Credit Termination Date, in either the full amount of the
         Commitment or any lesser sum.

1.2      Drawings. The Borrower may draw on the Commitment in the following
         manner(s): By obtaining a cash advance (each such cash advance herein
         referred to as a "Loan").

1.3      Purpose. The proceeds of the Loans and other extensions of credit under
         the Credit Facility shall be used exclusively for working capital,
         capital expenditures and general corporate purposes.

1.4      Security. The Credit Facility and Loans and other extensions of credit
         shall be secured by the Letter of Credit.

1.5      Requests for Loans or Credit. In respect of each Loan and each other
         extension of credit, the Borrower shall give to the Bank at least one
         Business Day's telephonic notice of the Borrower's request therefor (in
         each case confirmed prior to disbursement of the Loan or other
         extension of credit by a written "Notice of Borrowing" in the form of
         Exhibit A attached hereto). Unless otherwise directed in writing by the
         Borrower, all proceeds of Loans shall be credited to the Borrower's
         Deposit Account No. ______________, maintained with the Bank.

1.6      Interest; Repayment of Loans and Credit.

         (a)      Interest Rate. Borrower agrees to pay interest on the
                  outstanding principal balance of each Loan at a floating rate
                  1.0 percentage point above the Base Rate in effect from time
                  to time.
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                  "Base Rate" means the primary index rate established from time
                  to time by the Bank in the ordinary course of its business and
                  with due consideration of the money market, and published by
                  intrabank memoranda for the guidance of its loan officers in
                  pricing all of its loans which float with the Base Rate.

                  Any floating rate of interest will increase or decrease during
                  the term of this Agreement if there is an increase or decrease
                  in the rate to which the floating rate is tied. If the rate to
                  which the floating rate is tied is no longer available, the
                  Bank will choose a new rate that is based on comparable
                  information.

                  Interest shall be computed on the basis of the actual number
                  of days elapsed between payments and on the basis of a 365-day
                  year (or, in leap years, on the basis of a 366-day year).

                  In no event shall the Borrower be obligated to pay any amount
                  under this Agreement that exceeds the maximum amount allowable
                  by law. If any sum is collected in excess of the applicable
                  maximum amount allowable by law, the excess collected shall,
                  at the Bank's discretion, be applied to reduce the principal
                  balance of the Loans or returned to the Borrower.

         (b)      Repayment of Loans.

                  (1)      Payment Schedule.

                           The Borrower agrees to make monthly payments to the
                           Bank of all accrued interest on the outstanding
                           principal balance of each Loan on the first day of
                           each month during the term of this Agreement.

                           The Borrower agrees to pay in full on or before the
                           Credit Termination Date all principal and accrued
                           interest then outstanding under the Credit Facility,
                           not required to have been previously paid.

                  (2)      Currency, Place and Dates of Payments. Payments shall
                           be made in United States money at the Bank's address
                           stated above, or at such other place as the Bank
                           shall have designated by written notice to the
                           Borrower. Any payment due on a day that is not a
                           Business Day shall be made on the next succeeding
                           Business Day and the extension of time shall be
                           included in the computation of interest.

                           "Business Day" means any day on which the Bank is
                           open to the public for carrying on substantially all
                           of its banking functions.

                  (3)      Evidence of Making and Repayment of Loans. The Bank's
                           records evidencing the date of disbursement and
                           principal amount of each Loan and the amounts of all
                           repayments of principal and payments of interest on
                           each Loan shall constitute prima facie

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                           evidence of the making and repayment of such Loans
                           and of the payment of such interest. However, the
                           Bank's making of erroneous notations in its records
                           shall not affect the Borrower's obligation to repay
                           the outstanding balance of principal under a Loan,
                           and accrued interest thereon, as provided in this
                           Agreement.

                  (4)      Late Charges. If any payment under this Agreement is
                           not made when due, the Borrower will pay to the Bank
                           a late charge in respect of that payment, in the
                           amount of 7.5% of the overdue payment.

                  (5)      Application of Payments. Payments under this
                           Agreement may be applied by the Bank to the
                           indebtedness evidenced by this Agreement in any
                           manner the Bank deems appropriate. The priority of
                           application elected by the Bank on any one occasion
                           shall not determine any such election in the future.

1.7      Fees. In respect to the Credit Facility, the Borrower shall pay on
         demand to the Bank the following non-refundable fee: $5,000.00.

1.8      Evidence of Indebtedness; Loan Documents. The Credit Facility is or is
         to be evidenced and/or secured by this Agreement, a Master Note in the
         form attached as Exhibit B, the Letter of Credit and all such other
         documents as the Bank may require from time to time to effectuate the
         intent of this Agreement, together with all renewals, extensions and
         modifications thereto (collectively the "Loan Documents").

1.9      Borrower's Obligations. The Borrower's obligations to pay, observe and
         perform all indebtedness, liabilities, covenants and other obligations
         on the part of the Borrower to be paid, observed and performed under
         this Agreement and the remainder of the Loan Documents are herein
         collectively called the "Obligations".

                           II. Conditions of Lending

2.1      First Loan or Other Extension of Credit. The obligation of the Bank to
         make the first Loan or other extension of credit under this Agreement
         is subject to the satisfaction of all of the following conditions on or
         before the date on which the Bank shall grant such Loan or other
         extension of credit (the "Closing Date"):

         (a)      Documents Required for Closing. The Bank shall have received,
                  in each case in form and substance satisfactory to the Bank,
                  such fully executed originals or certified copies as the Bank
                  may have requested of each of the following, in each case as
                  amended through the Closing Date:

                  (1)      Loan Documents. All of the Loan Documents.

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                  (2)      Consents. Evidence that all parties to the Loan
                           Documents (except the Bank) have obtained all
                           necessary and appropriate authority, approvals and
                           consents to execute and deliver the Loan Documents.

                  (3)      Organizational Documents. If any party to the Loan
                           Documents (except the Bank) is a corporation,
                           partnership, trust, association or other recognized
                           legal entity other than a natural person (a "Legal
                           Entity"), all instruments pursuant to which such
                           Legal Entity was organized and by which its internal
                           affairs are governed and, if requested by the Bank, a
                           Certificate of Good Standing, evidencing such Legal
                           Entity's good standing and authority to conduct its
                           business in the jurisdiction(s) in which it conducts
                           its business.

                  (4)      Evidence of Priority. Evidence acceptable to the Bank
                           that the Bank's liens on and/or security interests in
                           the Collateral have the priority required by the
                           Bank.

                  (5)      Title Insurance, Leasehold Instruments, etc. If the
                           security for the Credit Facility includes a real
                           estate mortgage lien, (i) an ALTA Form Lender's Title
                           Insurance Policy in an amount required by the Bank,
                           assuring to the Bank the validity and agreed-upon
                           priority of its mortgage lien, and containing such
                           endorsements as the Bank may require, and (ii) if
                           said mortgage lien encumbers a leasehold estate, the
                           applicable Lease, a lessor's consent to the mortgage,
                           and a lessor's estoppel certification evidencing that
                           the Lease is in full force and effect and free of
                           default, and (iii) an Agreement Regarding Hazardous
                           Materials, in the form customarily required by the
                           Bank upon the closing of commercial mortgage loans.

                  (6)      Opinion(s) of Counsel. An opinion or opinions of
                           counsel for the Borrower and any Guarantor, addressed
                           to the Bank, covering to the Bank's satisfaction (i)
                           the due authorization, execution, delivery, binding
                           effect, and enforceability of the Loan Documents,
                           (ii) no undisclosed litigation, (iii) no consents or
                           approvals required, (iv) no conflicts with any
                           agreement or laws, and (v) such other matters as the
                           Bank may require.

                  (7)      Insurance. Evidence of the Borrower's compliance with
                           the provisions stated below in Section 4.6.

         (b)      Certain Other Events. On the Closing Date:

                  (1)      The Borrower shall have paid to the Bank all fees and
                           other charges required to have been paid in
                           accordance with the terms of the Loan Documents,
                           including, without limitation, any fees described in
                           Section 1.7 above.

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                  (2)      The representations and warranties contained in
                           Article III shall be true.

                  (3)      No event shall have occurred and be continuing that
                           (i) constitutes an Event of Default, or (ii) with the
                           giving of notice or passage of time, or both, would
                           constitute an Event of Default.

                  (4)      No material adverse change shall have occurred in the
                           financial condition of the Borrower or any Guarantor
                           since the date of the most recent of the Borrower's
                           and Guarantor's financial statements submitted to the
                           Bank.

                  (5)      No material adverse change shall have occurred in the
                           physical condition of the Borrower's assets since the
                           date of this Agreement.

                  (6)      All legal matters incidental to the Closing shall be
                           satisfactory to legal counsel for the Bank.

2.2      Subsequent Loans or Extensions of Credit. The obligation of the Bank to
         make the second or any subsequent Loan or other extension of credit is
         subject to (i) the prior satisfaction of all conditions stated above in
         Section 2.1, (ii) the satisfaction as of the date of such subsequent
         Loan or other extension of credit of the conditions stated above in
         Sections 2.1(b)(2) through 2.1(b)(6) of this Agreement, and (iii) the
         delivery to the Bank of such additional Loan Documents as may have been
         reasonably requested by the Bank in respect to such subsequent Loan or
         other extension of credit.

                      III. Representations and Warranties

To induce the Bank to make the Commitment available to the Borrower, the
Borrower makes the following representations and warranties to the Bank, which
representations and warranties shall survive the execution of this Agreement and
continue so long as the Borrower is indebted to the Bank under the Loan
Documents, and until payment in full of the Credit Facility:

3.1      Organization. The Borrower, if it is a Legal Entity, as well as each
         Legal Entity comprising the Borrower, is duly organized, validly
         existing and in good standing under the laws of the jurisdiction of its
         organization, and has the lawful power to own its properties and to
         engage in the business it conducts.

3.2      No Breach. The execution and performance of the Loan Documents will not
         immediately, or with the passage of time or the giving of notice, or
         both:

                  (1)      Violate any law or result in a default under any
                           contract, agreement, or instrument to which the
                           Borrower is a party or by which the Borrower or its
                           property is bound; or

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                  (2)      Result in the creation or imposition of any security
                           interest in, or lien or encumbrance on, any of the
                           assets of the Borrower, except in favor of the Bank.

3.3      Authorization. The Borrower has the power and authority to incur and
         perform the Obligations, and, if the Borrower is a Legal Entity, the
         Borrower has taken all corporate, partnership, or other action
         necessary to authorize the execution and delivery of the Loan Documents
         and its incurring of the Obligations.

3.4      Validity. This Agreement is, and the remainder of the Loan Documents
         when delivered will be, legal, valid, binding, and enforceable in
         accordance with their respective terms.

3.5      Financial Statements. All financial statements heretofore given by the
         Borrower to the Bank, including any schedules and notes pertaining
         thereto, were prepared in accordance with generally accepted accounting
         principles, consistently applied, ("GAAP") and fully and fairly present
         the financial condition of the Borrower at the dates thereof and the
         results of operations for the periods covered thereby, and as of the
         date of this Agreement there have been no material adverse changes in
         the financial condition or business of the Borrower from the date of
         the most recent financial statements given to the Bank.

3.6      Taxes. Except as otherwise permitted by this Agreement, the Borrower
         has filed all tax returns it was required by law to have filed prior to
         the date of this Agreement, has paid or caused to be paid all taxes,
         assessments, and other governmental charges that were due and payable
         prior to the date of this Agreement, and has made adequate provision
         for the payment of such taxes, assessments, or other charges accruing
         but not yet payable, and the Borrower has no knowledge of any
         deficiency or additional assessment in a materially important amount in
         connection with any taxes, assessments, or charges not provided for on
         its books.

3.7      Compliance With Law. Except to the extent that the failure to comply
         would not materially interfere with the conduct of the business of the
         Borrower, the Borrower has complied with all applicable laws in respect
         of: (1) restrictions, specifications, or other requirements pertaining
         to products that the Borrower sells or to the services it performs; (2)
         the conduct of its business; and (3) the use, maintenance, and
         operation of its properties.

3.8      Statements and Omissions. No representation or warranty by the Borrower
         contained in this Agreement or in any certificate or other document
         furnished by the Borrower pursuant to this Agreement contains any
         untrue statement of material fact or omits to state a material fact
         necessary to make such representation or warranty not misleading in
         light of the circumstances under which it was made.

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3.9      No Pending Actions. There is no pending or threatened litigation
         affecting the Borrower or any Collateral that may have a material
         adverse effect on the business of the Borrower or the Collateral.

                           IV. Affirmative Covenants

For so long as the Commitment or any of the Obligations remains outstanding, the
Borrower will, unless otherwise permitted by the Bank in writing:

4.1      Payments. Punctually pay when due all sums which may be due under the
         Loan Documents.

4.2      Accounting Records. Maintain accurate and proper accounting records and
         books in accordance with GAAP, and provide the Bank with access to such
         books and accounting records at the Bank's request during the Bank's
         normal business hours.

4.3      Financial Reporting. Furnish the Bank with financial reports, certified
         as true and correct by the Borrower's chief financial officer, in
         reasonable detail and form approved by the Bank, as follows:

         (a)      Not later than 90 days after and as of the end of each fiscal
                  year a financial statement of the Borrower, audited by a firm
                  of independent certified public accountants acceptable to the
                  Bank, which financial statements shall include a balance sheet
                  and statements of income and cash flow, all prepared in
                  accordance with GAAP;

         (b)      Not later than 45 days after and as of the end of each fiscal
                  quarter Borrower's Form 10-Q pursuant to Sections 13 or 15(d)
                  of the Securities Exchange Act of 1934;

         (c)      From time to time such other information as the Bank may
                  reasonably request.

4.4      Existence. If the Borrower is a Legal Entity, preserve and maintain the
         Borrower's legal existence and timely file all necessary and
         appropriate documents and exhibits and pay all appropriate fees and
         charges in connection therewith.

4.5      Observance of Laws. Conduct the Borrower's business activities in an
         orderly, efficient and regular manner and comply with all requirements
         of all applicable state, federal and local laws, rules and regulations.

4.6      Insurance. Maintain and keep in force insurance of the types and in
         such amounts as are satisfactory to the Bank, and in no event less than
         amounts customarily carried in lines of business similar to the
         Borrower's, including but not limited to, property and casualty,
         commercial general liability and workers' compensation insurance, and
         provide the Bank with a schedule or schedules or

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         certificates of insurance from time to time setting forth all insurance
         then in effect along with copies of all such policies.

         If real or personal properties are given to secure the Obligations or
         any guaranty given in support of the Obligations, such properties shall
         be covered by property and casualty insurance acceptable to the Bank,
         and such policies shall contain a mortgagee's clause and/or lender's
         loss payable endorsements and shall require 30 days' prior written
         notice to the Bank of any cancellation or material change in coverage.

4.7      Facilities. Keep all of the Borrower's property and business premises
         in a good state of repair and condition, make all necessary repairs,
         renewals and replacements thereto from time to time so that such
         property and business premises shall be fully and efficiently preserved
         and maintained, keep such property and business premises free and clear
         of all liens, charges or encumbrances except those consented to by the
         Bank in writing and permit the Bank's authorized representatives to
         make reasonable inspections of the Borrower's property and business
         premises.

4.8      Taxes and Other Liabilities. Pay and discharge when due all of the
         Borrower's indebtedness, obligations, assessments and taxes, except
         such as the Borrower may in good faith contest or as to which a bona
         fide dispute may exist, provided that the Borrower has provided
         evidence satisfactory to the Bank regarding the Borrower's ability to
         pay the disputed items in the event they are determined to be justly
         due.

4.9      Notice to the Bank. Promptly give notice to the Bank of (a) the
         occurrence of any Event of Default, (b) any change in the name or
         organizational structure of the Borrower, (c) any uninsured loss
         through fire, theft, liability or property damage exceeding $50,000.00,
         (d) any pending or threatened litigation affecting the Borrower or any
         Collateral involving an amount exceeding $50,000.00, (e) any event
         which could have a material adverse effect on the ability of the
         Borrower to continue its business operations in the ordinary course,
         (f) any change in the Borrower's principal place of business, and (g)
         any change in the location of any Collateral.

4.10     Hazardous Materials. Abide at all times by all applicable hazardous
         material laws, rules and regulations and immediately notify the Bank of
         any claim or threatened claim affecting any property owned, leased or
         occupied by the Borrower.

                             V. Negative Covenants

For so long as the Commitment or any of the Obligations remains outstanding, the
Borrower will not, without the prior written consent of the Bank:

5.1      Use of Funds. Use any of the proceeds of the Commitment for any purpose
         except as set forth in Section 1.3 of this Agreement.

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5.2      Merger, Consolidation, Sale of Stock or Assets. Merge into or
         consolidate with any Legal Entity, acquire or establish any operating
         subsidiaries or acquire all or substantially all of the capital stock
         or assets of any other legal entity, or (unless the Borrower is a
         publicly-held Legal Entity) sell, or permit to be sold, assigned,
         pledged or transferred, any interest in the Borrower or legal entities
         comprising the Borrower or any of its operating subsidiaries; or sell,
         assign, transfer, pledge, mortgage, or otherwise dispose of all or
         substantially all of the major assets of the Borrower, except in the
         ordinary course of its business.

5.3      Business. Materially change the character of the Borrower's current
         business, or engage in any type of business other than the Borrower's
         current business.

                       VI. The Bank's Rights Upon Default

6.1      Events of Default. Each of the following events is an "Event of
         Default" under this Agreement:

         (a)      The Borrower's failure to pay when due any sum payable to the
                  Bank under the Loan Documents or under any other agreement or
                  note between the Bank and the Borrower, whether now existing
                  or hereafter executed;

         (b)      The Borrower's failure to perform or observe any other
                  obligation of the Borrower to the Bank (including, without
                  limitation, all obligations undertaken in any of the Loan
                  Documents);

         (c)      The dissolution or insolvency of the Borrower;

         (d)      The commencement of any proceeding or the taking of any act by
                  or against the Borrower for any relief under bankruptcy,
                  insolvency or similar laws for the protection of debtors, or
                  for the appointment of a receiver of the business or assets of
                  the Borrower or the Borrower's inability (or admission of
                  inability) to pay his, her, or its debts as they become due;

         (e)      Any governmental authority having jurisdiction over the
                  revokes any authorization or permit materially affecting the
                  Borrower's ability to do business;

         (f)      The Borrower defaults in the payment of any material debt owed
                  by the Borrower to any person or entity other than the Bank,
                  if such defaults permits the acceleration of such debt;

         (g)      Any representation, warranty, or other information made or
                  furnished by the Borrower in respect of the Credit Facility is
                  or shall be untrue or materially misleading;

         (h)      The Bank reasonably believes there has been a material
                  impairment of or decrease in either the Borrower's ability to
                  pay or perform the Obligations

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                  or the value of the Collateral or any guaranty given to secure
                  payment of the Obligations;

         (i)      A final judgment (which alone or with other outstanding final
                  judgments) is rendered against the Borrower in an aggregate
                  amount of $100,000 or more, and each such judgment is not
                  discharged or stayed pending appeal within 30 days after entry
                  of such judgment or is not discharged within 30 days after the
                  expiration of any such stay;

         (j)      Any third party obtains a court order enjoining or prohibiting
                  the Borrower or the Bank from performing any of its respective
                  obligations under the Loan Documents and such order is not
                  discharged within 60 days after its issuance; or

         (k)      The Borrower fails to pay when due any amount relating to any
                  plan governed by the Employee Retirement Income Security Act
                  of 1974, as amended.

6.2      The Bank's Rights. If an Event of Default shall occur and be continuing
         the Bank shall have, in addition to any and all other rights and
         remedies, legal or equitable, available to the Bank under any and all
         of the Loan Documents or at law, the following additional rights and
         remedies:

         (a)      The absolute right to deny to the Borrower any further Loan or
                  extension of credit (the Bank's obligation to extend any
                  further credit to the Borrower shall immediately terminate);

         (b)      The right, at the option of the Bank, to declare, without
                  notice, the entire principal amount and accrued interest for
                  any Loan or extension of credit outstanding under this
                  Agreement, plus any fees and charges reasonably incurred by
                  the Bank under any of the Loan Documents, immediately due and
                  payable;

         (c)      The right, at the option of the Bank, to charge interest on
                  any principal amount outstanding under this Agreement at the
                  rate of 18% per year or three percentage points above the
                  otherwise applicable interest rate, whichever is greater;

         (d)      The right to the ex parte appointment without bond of a
                  receiver, without regard to the value of any Collateral or
                  solvency of any party liable for payment, observance or
                  performance of the Obligations and regardless of whether the
                  Bank has any adequate remedy at law; and

         (e)      The right to draw on the Letter of Credit.

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                               VII. Miscellaneous

7.1      Further Assurance. From time to time within five Business Days after
         the Bank's demand, the Borrower will execute and deliver such
         additional documents and provide such additional information as may be
         reasonably requested by the Bank to carry out the intent of this
         Agreement.

7.2      Enforcement and Waiver by the Bank. The Bank shall have the right at
         all times to enforce the provisions of the Loan Documents, as they may
         be amended from time to time, in strict accordance with their terms,
         notwithstanding any conduct or custom on the part of the Bank in
         refraining from so doing at any time or times. The failure of the Bank
         at any time or times to enforce its rights under such provisions,
         strictly in accordance with the same, shall not be construed as having
         created a custom in any way or manner contrary to specific provisions
         of the Loan Documents or as having in any way or manner modified or
         waived the same. All rights and remedies of the Bank are cumulative and
         concurrent and the exercise of one right or remedy shall not be deemed
         a waiver or release of any other right or remedy.

7.3      Expenses of the Bank. The Borrower will, on demand, reimburse to the
         Bank all reasonable expenses, including reasonable attorneys' fees
         (including allocated costs of the Bank's in-house counsel), incurred by
         the Bank in connection with the administration, amendment,
         modification, workout, or enforcement of the Loan Documents and the
         collection or attempted collection of the indebtedness evidenced by the
         Loan Documents, whether or not legal proceedings are commenced.

7.4      Notices. Any notices or consents required or permitted by this
         Agreement or the remainder of the Loan Documents shall be in writing
         and shall be deemed delivered if delivered in person or if sent by
         certified mail, postage prepaid, return receipt requested, or by FAX,
         at the addresses or FAX numbers noted below, unless such address or FAX
         number is changed by written notice hereunder:

         BORROWER                               BANK
         Mr. Paul Boyer, Chief Financial        Mr. Scott Nahme, Vice President
           Officer                              Bank of Hawaii
         BRITESMILE, INC.                       Corporate Banking Division
         490 North Wiget Lane                   130 Merchant Street, 20th Floor
         Walnut Creek, California  94598        Honolulu, Hawaii  96813
         PHONE: (925) 941-6260                  PHONE: (808) 538-4238
         FAX: (925) 941-6266                    FAX: (808) 537-8301

7.5      Waiver and Release by the Borrower. To the maximum extent permitted by
         applicable law, the Borrower (and each of them, if more than one):

         (a)      Waives notice and opportunity to be heard, after acceleration
                  of the indebtedness evidenced by the Loan Documents, before
                  exercise by the

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                  Bank of the remedy of setoff or of any other remedy or
                  procedure permitted by any applicable law or by any prior
                  agreement with the Borrower, and, except where specifically
                  required by this Agreement or by any applicable law, notice of
                  any other action taken by the Bank;

         (b)      Waives presentment, demand for payment, notice of dishonor,
                  and any and all other notices or demands in connection with
                  the delivery, acceptance, performance, or enforcement of this
                  Agreement, and consents to any extension of time (and even
                  multiple extensions of time for longer than the original
                  term), renewals, releases of any person or organization liable
                  for the payment of the Obligations under this Agreement, and
                  waivers or modifications or other indulgences that may be
                  granted or consented to by the Bank in respect of the Loans
                  and other extensions of credit evidenced by this Agreement;
                  and

         (c)      Releases the Bank and its officers, agents, and employees from
                  all claims for loss or damage caused by any act or omission on
                  the part of any of them except willful misconduct.

7.6      Sales and Participations. The Borrower consents to the Bank's
         negotiation, offer, and sale to third parties ("Participants") of the
         Credit Facility or participating interests in the Credit Facility, to
         any and all discussions and agreements heretofore or hereafter made
         between the Bank and any Participant or prospective Participant
         regarding the interest rate, fees, and other terms and provisions
         applicable to the Credit Facility, and to the Bank's disclosure to any
         Participant or prospective Participant, from time to time, of such
         financial and other information pertaining to the Borrower and the
         Credit Facility as the Bank and such Participant or prospective
         Participant may deem appropriate (whether public or non-public,
         confidential or non-confidential, and including information relating to
         any insurance required to be carried by the Borrower and any financial
         or other information bearing on the Borrower's creditworthiness and the
         value of any Collateral). The Borrower acknowledges that the Bank's
         disclosure of such information to any Participant or prospective
         Participant constitutes an ordinary and necessary part of the process
         of effectuating and servicing the Credit Facility.

7.7      Applicable Law. The substantive laws of the State of Hawaii shall
         govern the construction of this Agreement and the rights and remedies
         of the parties hereto.

7.8      Binding Effect. This Agreement shall inure to the benefit of the
         parties hereto and their respective heirs, personal representatives,
         successors and permitted assigns, and shall be binding on the parties
         hereto and their respective heirs, personal representatives, successors
         and assigns.

7.9      Merger. This Agreement and the remainder of the Loan Documents
         constitute the full and complete agreement between the Bank and the
         Borrower with respect to the Credit Facility, and all prior oral and
         written agreements,

                                       12
<PAGE>

         commitments, and undertakings shall be deemed to have been merged into
         the Loan Documents and such prior oral and written agreements,
         commitments, and undertakings shall have no further force or effect
         except to the extent expressly incorporated in the Loan Documents.

7.10     Amendments; Consents. No amendment, modification, supplement,
         termination, or waiver of any provision of this Agreement or the other
         Loan Documents, and no consent to any departure by the Borrower
         therefrom, may in any event be effective unless in writing signed by
         the Bank, and then only in the specific instance and for the specific
         purpose given.

7.11     Assignments.

         (a)      The Borrower shall have no right to assign any of its rights
                  or obligations under the Loan Documents without the prior
                  written consent of the Bank.

         (b)      The Bank may sell participations in the Credit Facility, as
                  contemplated by Section 7.6 above, and the Bank may assign the
                  Loan Documents (or the receivables evidenced thereby) to a
                  Federal Reserve Bank or to any other agency or instrumentality
                  of the United States of America to support borrowings of
                  Federal Funds.

7.12     Severability. If any provision of any of the Loan Documents shall be
         held invalid under any applicable law, such invalidity shall not affect
         any other provision of the Loan Documents that can be given effect
         without the invalid provision, and, to this end, the provisions of the
         Loan Documents are severable.

7.13     The Bank's Right of Setoff; Security Interest in Accounts. At any time,
         the Bank may set off obligations owed by the Bank to the Borrower (such
         as balances in checking and savings accounts) against the Obligations,
         whether or not an Event of Default shall have occurred or shall have
         been declared, and without first resorting to other Collateral. To
         secure the Obligations, the Borrower grants to the Bank a security
         interest in all checking, savings, and other deposit accounts now or
         hereafter maintained by the Borrower with the Bank.

7.14     Time is of the Essence. Time is of the essence under and in respect of
         this Agreement.

7.15     Joint and Several Liability. If more than one Borrower has signed this
         Agreement, all Borrowers shall be liable under this Agreement jointly,
         and each of them severally, for the payment, observance, and
         performance of all of the Obligations.

7.16     Headings. The headings of the various provisions of this Agreement are
         inserted for convenience of reference only and shall not affect the
         meaning or construction of any provision.

                                       13
<PAGE>

7.17     Counterparts. This Agreement may be executed in counterparts, each of
         which shall be an original instrument and all of which shall together
         constitute one and the same agreement.

7.18     Dispute Resolution. Any controversy or claim arising out of or relating
         to this Agreement or any of the other Loan Documents shall, at the
         request of either party, be decided by binding arbitration conducted in
         the State of Hawaii without a judge or jury, under the auspices of the
         American Arbitration Association or Dispute Prevention and Resolution,
         Inc. in accordance with Chapter 658 of the Hawaii Revised Statutes and
         the respective and applicable rules of the aforementioned
         organizations. The arbitrator will apply any applicable statute of
         limitations and will determine any controversy concerning whether an
         issue is arbitrable. Judgment upon the arbitration award may be entered
         in any court having jurisdiction. The prevailing party will be entitled
         to recover its reasonable attorneys' fees and costs as determined by
         the arbitrator. This agreement to arbitrate shall not limit or restrict
         the right, if any, of any party to exercise before, during or following
         any arbitration proceeding, with respect to any claim or controversy,
         self-help remedies such as setoff, to foreclose a mortgage or lien or
         other security interest in any Collateral judicially or by power of
         sale, or to obtain provisional or ancillary remedies such as injunctive
         relief from a court having jurisdiction. Either party may seek those
         remedies without waiving its right to submit the controversy or claim
         in question to arbitration.

                               VIII. Definitions

8.1      Base Rate shall have the meaning given in Section 1.6.

8.2      Business Day shall have the meaning given in Section 1.6(b)(2).

8.3      Closing Date shall have the meaning given in Section 2.1.

8.4      Commitment shall have the meaning given in Section 1.1.

8.5      Credit Facility shall have the meaning given in Section 1.1.

8.6      Credit Termination Date shall have the meaning given in Section 1.1.

8.7      Event of Default shall have the meaning given in Section 6.1.

8.8      GAAP shall have the meaning given in Section 3.5.

8.9      Legal Entity shall have the meaning given in Section 2.1(a)(3).

8.10     Letter of Credit shall mean an irrevocable standby letter of credit, in
         form and substance acceptable to the Bank, in the amount of
         $2,000,000.00 issued by the Bank of Nova Scotia or financial
         institution acceptable to the Bank at its discretion. Such letter of
         credit shall have an expiry date no earlier than thirty (3) business
         days following the Credit Termination Date.

                                       14
<PAGE>

8.11     Loan shall have the meaning given in Section 1.2.

8.12     Loan Documents shall have the meaning given in Section 1.8.

8.13     Notice of Borrowing shall have the meaning given in Section 1.5.

8.14     Obligations shall have the meaning given in Section 1.9.

8.15     Participant shall have the meaning given in Section 7.6.

IN WITNESS WHEREOF, the Borrower and the Bank have duly executed this Agreement.

BRITESMILE, INC.                          BANK OF HAWAII


By                                        By
   ------------------------------            ------------------------------

   Its                                       Its
                                                                      Bank


By
   ------------------------------

   Its
                         Borrower


A&W/DSK:5/17/00

                                       15
<PAGE>

                                    EXHIBIT A

                               Notice of Borrowing


DATE:                            , 2000
      ---------------------------

TO:       Bank of Hawaii

          Attn:  Mr. Scott Nahme, Vice President
          130 Merchant Street, 20th Floor
          Honolulu, Hawaii  96813
          Telecopier No.: (808) 537-8301

SUBJECT:  Revolving Credit Line Agreement (the "Agreement") dated
          ______________, 2000, between BANK OF HAWAII (the "Bank")
          and BRITESMILE, INC. (the "Borrower").

Pursuant to Section 1.5 of the Agreement, the Borrower hereby requests a draw
under the Credit Facility and confirms the following instructions therefor
(capitalized terms not defined herein shall have the respective meanings
assigned in the Agreement):

FORM OF DRAWING
      _     LOAN
          .............................. .................................
           Requested Date:
          .............................. .................................
           Principal Amount:
          .............................. .................................

METHOD OF DRAWING

      _    Credit to Borrower's Deposit Account No. ____________ maintained with
           the Bank.
      _    Wire funds to:
                   ABA #:
                   Credit Account Number:
                   Special Instructions:

Borrower hereby certifies as follows:

         1.       The representations and warranties set forth in Article III of
                  the Agreement are true and correct on and as of the date
                  hereto, provided that the representations and warranties set
                  forth in the first sentence of Section 3.5 of the Agreement
                  shall be deemed to be made with respect to the financial
                  statements most recently delivered to the Bank pursuant to the
                  Agreement.

         2.       As of the date hereof, no event has occurred and is continuing
                  that (a) constitutes an Event of Default under the Agreement,
                  or (b) with the giving of notice or passage of time, or both,
                  would constitute an Event of Default. The Borrower has
                  observed and performed all of the Borrower's covenants and
                  other agreements, and satisfied every condition, contained in
                  the Agreement and in the other Loan Documents, to be observed,
                  performed or satisfied by the Borrower.

                                         BRITESMILE, INC.


                                         By:___________________________________
                                                   Authorized Signatory
                                                                        Borrower
<PAGE>

                                    Exhibit B


                                   Master Note

$2,000,000.00                                                   Honolulu, Hawaii
                                                          ________________, 2000


         The undersigned ("Borrower") promises to pay to the order of BANK OF
HAWAII ("Bank") the principal amount of $2,000,000.00 or so much thereof as
shall have been disbursed by the Bank and may remain outstanding, together with
interest on outstanding balances of principal in accordance with and under the
terms of that certain Revolving Credit Line Agreement of even date, between Bank
and Borrower, relating to the Credit Facility therein described.

                                          BRITESMILE, INC.


                                          By
                                             -------------------------------
                                             Its


                                          By
                                             -------------------------------
                                             Its

                                                                        Borrower
<PAGE>

                                   Master Note

$2,000,000.00                                                   Honolulu, Hawaii
                                                 _________________________, 2000


         The undersigned ("Borrower") promises to pay to the order of BANK OF
HAWAII ("Bank") the principal amount of $2,000,000.00 or so much thereof as
shall have been disbursed by Bank and may remain outstanding, together with
interest on outstanding balances of principal in accordance with and under the
terms of that certain Revolving Credit Line Agreement of even date, between Bank
and Borrower, relating to the Credit Facility therein described.

                                          BRITESMILE, INC.


                                          By
                                             -------------------------------
                                             Its


                                          By
                                             -------------------------------
                                             Its

                                                                        Borrower

A&W/DSK:5/17/00