CONTINENTAL CAPITAL & EQUITY CORPORATION

                            CLIENT SERVICE AGREEMENT

                  This  Agreement  is made and  entered  into  this  30th day of
November,  1998 between CONTINENTAL CAPITAL & EQUITY CORPORATION,  Inc., LOCATED
AT 195 Wekiva Springs Road,  Suite 200,  Longwood,  Florida  32779,  hereinafter
sometimes referred to as (CCED) and REMEDENT USA, INC., located at 2301 E. Evans
Road,  Scottsdale,  Arizona  85260,  hereinafter  sometimes  referred at as (the
"Company").

                                   WITNESSETH:

                  WHEREAS,  CCEC is a  public  relations  and  direct  marketing
advertising firm specializing in the dissemination of information about publicly
traded companies, and

                  WHEREAS,  the Company is publicly  held with its common  stock
trading on one or more stock exchanges and/or over the counter or on NASDAQ, and

                  WHEREAS,  the  Company  desires to  publicize  itself with the
intention  of making its name and  business  better  known to its  shareholders,
investors, and brokerage houses, and

                  WHEREAS, CCED is willing to accept the Company as a client.

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
herein contained, it is agreed:

                  1.  ENGAGEMENT:  The Company  hereby engages CCED to publicize
the Company to brokers,  prospective  investors  and  shareholders  described in
Section 3 of this  Agreement,  and  subject to the  further  provisions  of this
Agreement.  CCEC hereby  accepts the Company as a client and agrees to publicize
it as  described  in Section 3 of this  Agreement,  but  subject to the  further
provisions of this Agreement.

                  2. CONSULTING SERVICES: Consists of the following:

                           (a) CCED will  attempt to  introduce  to the  Company
potential  sources of capital,  merger,  acquisition,  joint venture,  marketing
Agreement(s)  and/or other strategic  alliances which may benefit the Company in
the performance of implementing its business plan(s).

                  3. MARKETING PROGRAM: Consists of the following components:

                           (a) CCEC will  review and  analyze all aspects of the
Company's  goals and make  recommendations  on  feasibility  and  achievement of
desired goals.

                           (b) CCEC will review all of the  general  information
and recent filings from the Company and produce and mail a minimum 50,000,  upon
liquidation of 50,000 free trading shares of the Company's Common Stock within a
period of 120 days of execution of contract,  and at the sole discretion of CCEC
up to 100,000, piece direct mail package to include an 11" X 17" self mailer and
an ample  number of  corporate  profiles so as to allow for one profile for each
respondent to the original mailing. Profiles will be prepared in brokerage style
format, both items to be approved by the Company prior to circulation.

                           (c) CCEC will provide  through their  network,  firms
and brokers  interested in participating  and schedule and conduct the necessary
due  diligence  and obtain the required  approvals  necessary  for those firs to
participate.  CCEC will also interview and make  determinations  on any firms or
brokers referred by the Company with regard to their participation.

                           (d) CCEC will be  available  to the  Company to field
any calls from firms and brokers inquiring about the Company.

                           (e) CCEC  will use its best  efforts  to  obtain  the
Company exposure on radio programming, in independent financial newsletters, and
though on-line fax and Internet broadcast services.

                           (f) CCEC will  promote the  Company on the  Worldwide
Internet via CCEC's home web site (www.insidewallstreet.com). Further CCEC shall
create banner ads for placement on financial web sites with  hyperlinks  back to
the Company's feature page on CCEC's home web site. The banner ads shall run for
two (2) months.

                           (g) CCEC shall write,  produce and assist the Company
in releasing all press  announcements.  The Company shall be solely  responsible
for paying all fees associated with the actual release(s) through  BusinessWire,
P.R. Newswire, or any other comparable news dissemination source.

                           (h) CCEC will obtain expressed  written approval from
the  Company  on all  material  produced  by CCEC  prior  to  disseminating  the
information to the public.

                  4. TIME OF  PERFORMANCE.  Services to be performed  under this
Agreement  shall  commence upon  execution of this  Agreement and continue until
completion, which generally is expected to occur on December 31, 1999.

                  5. COMPENSATION AND EXPENSES: In consideration of the services
to be  performed  by CCED,  the Company  agrees to pay  compensation  to CCED as
follows:

                           (a)  $25,000  in  cash,  due upon  execution  of this
Agreement.

                           (b)  150,000  free  trading  shares of the  Company's
Common Stock due upon execution of this Agreement, with

                                    (1) 50,000 free trading shares available for
liquidation by CCEC upon execution of this Agreement, and

                                    (2)  The  remaining   100,000  free  trading
shares  available for  liquidation  by CCEC in increments of 12,500 every thirty
(30) days until the balance of the shares is liquidated.

                           (c) An Option to purchase 200,000 free trading shares
of the Company's Common Stock, exercisable as follows:

                                    (1) 100,000 shares  exercisable at $5.00 per
share, and

                                    (2) 100,000 shares  exercisable at $6.00 per
share.

                  The term of the option  shall  expire  twelve (12) months from
the day the shares underlying the option are registered.

                  6.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The Company
represents  and warrants to CCED,  each such  representation  and warranty being
deemed to be material that:

                           (a) The Company will cooperate  fully and timely with
CCEC to enable CCEC to perform its obligations under this Agreement.

                           (b) The execution and  performance  of this Agreement
by the Company has been duly authorized by the Board of Directors of the Company
in accordance with applicable law, and, to the extent required, by the requisite
number of shareholders of the Company;

                           (c) The  performance by the Company of this Agreement
will not violate any applicable  court decree,  law or  regulation,  nor will it
violate any  provisions  of the  organizational  documents of the Company or any
contractual obligation by which the Company may be bound.

                           (d)  The  Company  will  promptly  deliver  to CCEC a
complete due diligence  package to include latest 10K, latest 10Q, last 6 months
of press releases and all other relevant materials, including but not limited to
corporate reports, brochures, etc.

                           (e) The Company will promptly  deliver to CCEC a list
of names and addresses of all shareholders of the Company which it is aware.

                           (f) The Company will promptly  deliver to CCEC a list
of  brokers  and  market  makers of the  Company's  securities  which  have been
following the Company.

                           (g) Because CCEC will rely on such  information to be
supplied  it by the  Company,  all such  information  shall  be true,  accurate,
complete and not misleading, in all respects.

                           (h) The Company will act  diligently  and promptly in
reviewing  materials  submitted to it by CCEC to enhance timely  distribution of
the materials and will inform CCEC of any inaccuracies  contained  therein prior
to the projected publication date.

                  7.  DISCLAIMER  BY CCEC:  CCEC WILL BE THE PREPARER OF CERTAIN
PROMOTIONAL  MATERIALS.  CCEC MAKES NO REPRESENTATION  THAT (A) ITS SERVICE WILL
RESULT  IN ANY  ENHANCEMENT  TO THE  COMPANY,  (B) THE  PRICE  OF THE  COMPANY'S
PUBLICLY  TRADED  SECURITIES  WILL  INCREASE,   (C)  ANY  PERSON  WILL  PURCHASE
SECURITIES  IN THE COMPANY,  OR (D) ANY INVESTOR WILL LEND MONEY TO OR INVEST IN
OR WITH THE COMPANY.

                  8. EARLY  TERMINATION:  If the Company fails to cooperate with
CCEC, or fails to make timely payment of the compensation set forth in Section 5
of this agreement CCEC shall have the right to terminate any further performance
under this Agreement.  In such event all compensation  shall become  immediately
due and payable  and/or  deliverable,  and CCEC shall be entitled to receive and
retain the same as  liquidated  damages,  and not as a  penalty,  in lieu of all
other  remedies,  the parties  acknowledging  and agreeing  that it would be too
difficult currently to determine the exact extent of CCEC's damage, but that the
receipt and retention of such  compensation  is reasonable  present  estimate of
such damage.

                  9. LIMITATION OF CCEC LIABILITY:  If CCEC fails to perform its
services  hereunder,  its entire  liability to the Company  shall not exceed the
lessor of (a) the amount of cash compensation CCEC has received from the Company
under  Section 5 of this  agreement or (b) the actual damage to the Company as a
result  of  such  non-performance.  IN NO  EVENT  WILL  CCEC BE  LIABLE  FOR ANY
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES NOR FOR ANY CLAIM AGAINST THE COMPANY
BY ANY PERSON OR ENTITY  ARISING  FROM OR IN ANY WAY RELATED TO THIS  AGREEMENT,
UNLESS SUCH DAMAGES RESULT FROM THE USE, BY CCEC, OF INFORMATION  NOT AUTHORIZED
BY THE COMPANY.

                  10. OWNERSHIP OF MATERIALS:  All right,  title and interest in
and to  materials  to be produced by CCEC in  connection  with the  contract and
other services to be rendered under this Agreement  shall be and remain the sole
and exclusive  property of CCEC,  except that if the Company  performs fully and
timely its obligations  hereunder,  it shall be entitled to receive upon written
request, one hundred (100) copies of all such materials.

                  11.  CONFIDENTIALITY:  Until  such time as the same may become
publicly known, CCEC agrees that any confidential nature will not be revealed or
disclosed to any person or entity,  except in the performance of this Agreement,
and upon  completion of its services and upon written request of the Company all
materials,  original  documentation  provided by the Company will be returned to
it.  CCEC  will,  however,  require  Confidentiality  Agreements  from  its  own
employees and from  contractors  CCEC  reasonably  believes will come in contact
with confidential material.

                  12.  NOTICES:  All notices  hereunder  shall be in writing and
addressed to the party at the address herein set forth, or at such other address
as to which notice pursuant to this section may be given,  and shall be given by
personal  delivery,  by certified  mail,  express mail or by national  overnight
courier  services.  Notices  will be deemed  given  upon the  earlier  of actual
receipt or three (3)  business  days after  being  mailed or  delivered  to such
courier service.

Notices shall be addressed to CCEC at:

         Suite 200
         195 Wekiva Springs Road
         Longwood, Florida 32779

and to the Company at:

         7301 East Evans Road
         Scottsdale, Arizona 85260

Any notices to be given  hereunder  will be effective if executed by and sent by
the attorneys for the parties  giving such notice,  and in connection  therewith
the parties and their  respective  counsel agree that in giving such notice such
counsel  may  communicate  directly in writing  with such  parties to the extent
necessary to give such notice.

                  13.  SEPARABILITY:  If one or more of the  provisions  of this
Agreement shall be held invalid,  illegal, or unenforceable in any respect, such
provision, to the extent invalid,  illegal, or unenforceable,  and provided that
such  provision  is  not  essential  to the  transaction  provided  for by  this
Agreement,  shall not affect any other provision hereof, and the Agreement shall
be construed as if such provision had never been contained herein.

                  14.  ARBITRATION:  Any  controversy or claim arising out of or
relating  to the  Client  Service  Agreement,  or the breach  thereof,  shall be
settled by arbitration in accordance  with the commercial  arbitration  rules of
the American  Arbitration  Association,  and judgment upon the award rendered by
the arbitrator(s) may be entered in any court having jurisdiction thereof.

                  15. MISCELLANEOUS:

                           (a) EFFECTIVE  DATE OF  REPRESENTATIONS:  Shall be no
later than the date CCED is  prepared to  distribute  letters  and/or  brochures
pursuant to the contract.

                           (b) GOVERNING LAW: This  Agreement  shall be governed
by and  interpreted  under the laws of the State of Florida  where CCEC has been
organized and this Agreement has been accepted by CCEC.

                           (c) CURRENCY: In all instances, references to dollars
shall be deemed to be United States Dollars.

                           (d)  MULTIPLE  COUNTERPARTS:  This  Agreement  may be
executed in multiple counterparts, each of will shall be deemed an original.

                  Executed  as a sealed  instrument  as of the last day and year
shown hereunder.

         CONFIRMED AND AGREED ON THE 3RD DAY OF DECEMBER, 1998.

         CONTINENTAL CAPITAL & EQUITY CORPORATION



         By:
            --------------------------             ---------------------------
            CCEC Representative                      CCEC Officer


            --------------------------             ---------------------------
                  Witness                                     Witness

         CONFIRMED AND AGREED ON THE ____ DAY OF ___________, 1998

         REMEDENT USA, INC.


         By:
            ----------------------------
                  Duly Authorized



             ----------------------------
                  Witness