Exhibit 10.54
                                SUPPLY AGREEMENT

THIS SUPPLY AGREEMENT is made effective as of December 21,2004 (the "Effective
Date") between BriteSmile, Inc., a Utah corporation with its principal office at
490 North Wiget Lane, Walnut Creek, CA 94598 ("Buyer") and Oraceutical, LLC, a
Delaware limited liability company with its principal office at 8 15 Pleasant
Street, Lee, MA 0 123 8 ("Supplier").

IN CONSIDERATION OF the mutual promises and covenants herein contained, and for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

1.       SCOPE OF AGREEMENT

1.1.      Product Schedule.  The Associated Center Procedure Kits and BriteSmile
          Center Procedure Kits, and, when required, individual Kit componentry,
          (the "Products") are to be supplied by Supplier and purchased by Buyer
          for its BriteSmile  Centers,  Associated  Centers,  and  International
          Distributors  hereunder  and are listed in the  attached  Schedule  A,
          together with the applicable  pricing and  Specifications.  Schedule A
          may be  amended  to add,  modify  or  delete  Products,  or to  modify
          pricing,  Specifications  or other related  terms,  by mutual  written
          agreement of the parties.  In such event,  the parties shall execute a
          modified Schedule A or an addendum thereto, which shall be attached to
          and become part of this Agreement.

1.2.     Term. Unless earlier terminated in accordance with its terms, this
         Agreement (a) is effective from the Effective Date and continues for an
         initial term of five (5) years; and (b) shall automatically renew for
         additional consecutive one (1) year periods, subject to termination as
         set forth in Section 9. The initial term and all renewal terms are
         collectively referred to as the "Term".

1.3.     Purchase of Products by BriteSmile Centers and Associated Centers.
         Buyer shall have the right to purchase, and Supplier agrees to supply
         directly to Buyer, BriteSmile Centers, Associated Centers, or
         International Distributors the Products at the Prices, and other terms
         of this Agreement as specified in this Agreement.

2.       DEFINITIONS

         In addition to other terms defined in this Agreement, the following
         terms, when the first letter is capitalized, have the meanings set
         forth in this Section 2 (Definitions).

2.1.     "Agreement" means this Supply Agreement, including all schedules and
         exhibits to this Agreement as may be amended from time to time in
         accordance with this Agreement.

2.2.     "Associated Centers" means independent dental offices known as
         BriteSmile Associated Centers who are authorized by Buyer to provide
         BriteSmile Procedures to their patients and customers.

2.3.     "BriteSmile Center" means a spa-style retail business establishment
         using the BriteSmile brand name that provides only BriteSmile
         Procedures and related approved products and merchandise to consumers.

2.4.     "BriteSmile Procedure" means a teeth whitening procedure using Buyer's
         authorized light activated teeth whitening system and materials, as
         authorized by Buyer's policies as in effect from time to time.

2.5.     "Buyer Property" means all property, including without limitation,
         designs, drawings, processes, documentation, models, tools, equipment,
         fixtures, appurtenances, testing materials, devices and other tangible
         or intangible materials or property, owned by or licensed to Buyer and

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         which is furnished to Supplier.

2.6.     "Delivery Date" means the particular date each Product must be
         delivered to the Delivery Location, as specified on a Sales Order or as
         otherwise agreed by the parties in writing.

2.7.     "International Distributor" means a distributor who supplies the
         BriteSmile whitening system and the AC Procedure Kits to dental
         professionals located outside of the US.

2.8.     "Prices" means the prices to be charged by Supplier to Buyer for each
         Product, as specified in Schedule A, as may be revised from time to
         time in accordance with this Agreement.

2.9.     "Product" means each item listed in Schedule A, including any
         applicable Specifications.

2.10.    "Purchase Order" means a binding commitment by Buyer to purchase a
         specified quantity of Products. Such specified quantity will be drawn
         down by placement of Sales Orders by Buyer.

2.11.    "Sales Order" means a binding commitment by Buyer to have Supplier
         release and ship a specified quantity of Products pursuant to a
         Purchase Order issued by Buyer in accordance with this Agreement.

2.12.    "Specifications" means the technical and functional requirements for
         the Products, as referenced in or attached to Schedule A and Exhibit 1,
         as may be amended from time to time by mutual written agreement of the
         parties.

3.       PRODUCT PURCHASES

3.1.     General. Subject to the terms and conditions of this Agreement,
         Supplier shall supply, and Buyer shall purchase, Products at the
         applicable Prices.

3.2.     Purchase Orders. Buyer shall purchase Products by issuing Purchase
         Orders to Supplier on a quarterly basis, stating the number of
         Product(s) it plans to purchase over the next 180 days. Each quarterly
         Purchase Order issued will take into account any adjustment in the
         number of required Product(s) based on the actual Product(s) sold by
         Buyer in the prior quarter. Purchase Orders shall be governed by the
         terms of this Agreement.

3.3.     Sales Orders. Sales Orders shall be issued in writing pursuant to a
         Purchase Order, by mail or facsimile, or by electronic means as the
         parties may from time to time agree. Sales Orders provided verbally are
         not binding unless and until confirmed in writing as described in this
         Section. Sales Orders shall be governed by the terms of this Agreement.

3.4.     Order Acceptance. All Sales Orders shall be deemed to be accepted by
         Supplier within 24 hours after Supplier's receipt of such Sales Orders.
         Supplier shall not unreasonably withhold acceptance of a Sales Order.
         Any denial of a Sales Order shall be delivered in writing to Buyer and
         shall specify the reasons for the denial.

3.5.     Purchase of Buyer's Existing Inventory. At Buyer's option, exercisable
         within thirty (30) days of the Effective Date of this Agreement, Buyer
         may sell and ship to Supplier, and Supplier shall purchase, at cost,
         Buyer's existing inventory of supplies and components for the Products.

3.6.     Initial Inventory Order. The parties acknowledge that prior to the date
         of this Agreement, Buyer, on behalf of Supplier, placed an Inventory
         Order for certain supplies and components to make the Products (the
         "Inventory Order"). Upon execution of this Agreement, Buyer shall
         direct shipment of the Inventory Order to Supplier, and Supplier agrees
         to pay for the purchase of the Inventory Order.


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4.       PACKAGING, SHIPPING AND DELIVERY REQUIREMENTS

4.1.     Packaging. Supplier shall at its cost, package, label and handle all
         Products so as to protect them from reasonable loss or damage during
         shipment and while in storage, and shall comply with other related
         Buyer requirements as may be noted in Buyer's specifications. Supplier
         shall at its cost provide all packaging and labeling material. Supplier
         shall ensure at its cost that each shipment of Product is accompanied
         by a packing slip that indicates, at minimum, Product description,
         number of units, and the applicable Purchase Order and Sales Order
         numbers, and shall comply with other related Buyer requirements as may
         be noted in the Purchase Order and Sales Order.

4.2.     Shipping Requirements. Supplier shall ship the Products to the delivery
         location specified on the Sales Order in a manner ensuring that the
         Products are delivered by the Delivery Date. Supplier shall comply with
         the shipping, carrier and transportation instructions specified by
         Buyer as may be agreed upon in a Sales Order. If Supplier ships
         Products by means other than as specified by Buyer in a Sales Order,
         Supplier shall pay for any resulting increase in the cost of freight.
         Where Buyer does not provide shipping, carrier and transportation
         instructions, Supplier shall select the best available carrier and
         means of transportation on a commercially reasonable basis.

4.3.     Delivery Date. Delivery Dates for Products shall be as specified on
         each Sales Order, unless otherwise mutually agreed in writing. Supplier
         shall use commercially reasonable efforts to accept and comply with all
         Delivery Dates and quantities requested by Buyer.

4.4.     Title and Risk of Loss. All Products shipped by Supplier pursuant to
         this Agreement shall be FOB Lee, Massachusetts, with all risk of loss
         or damage to the Products passing to Buyer upon delivery to the
         carrier. Buyer shall be responsible for insuring Products against loss
         or damage during shipment.

5.       PRICES, INVOICING AND PAYMENT TERMS

5.1.     Prices. All Prices shall be as set out in Schedule A, subject to
         modification as set forth in Schedule A and in Section 5.4 below.

5.2.      Invoicing  and Payment.  At the end of each week (or other such period
          of time as may be agreed upon by the parties)  during which  shipments
          of the  particular  Products  are  made  pursuant  to a  Sales  Order,
          Supplier  shall issue an invoice.  All invoices  shall  reference  the
          associated  Purchase Order and Sales Order  numbers.  Payment shall be
          net thirty (30) days  following the date of the invoice,  less one and
          one-half  percent (1.5%) if received by Supplier  within ten (10) days
          of the date of the invoice. Notwithstanding the foregoing, Buyer shall
          have no obligation  to pay for Products  shown on the invoice but that
          have been  returned  to  Supplier  for  failure  to conform to Product
          specifications.

5.3.     Sales Taxes and Duties. Buyer is responsible for taxes and charges
         imposed on Buyer by any level of government or taxing authority with
         jurisdiction over Buyer at the delivery location specified in the
         applicable Sales Order as a result of Buyer's purchase of Products
         hereunder, excluding, however, all taxes computed upon the net income
         or gains of Supplier. Buyer shall not be responsible for paying any
         other taxes or charges in addition to the Prices, unless Buyer has
         previously agreed in writing to pay such additional taxes or charges.

5.4.      Business and Price Reviews.  From time to time during the Term,  Buyer
          and Supplier shall, when either Buyer or Supplier  requests,  meet (by
          telephone,   videoconference  or  in  person)  to  discuss  Supplier's
          performance,  Prices  and other  issues  relating  to this  Agreement,
          including but not limited to,  Supplier's  performance  with regard to
          technology,   quality,   responsiveness,   delivery  and  Prices.  If,
          following such a meeting,  despite good faith negotiation  between the

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          parties,  Supplier fails to provide  competitive pricing for a Product
          or if Supplier has failed to comply with  previously  agreed  targets,
          then Buyer may, with thirty (30) days prior written notice to Supplier
          setting out details of the failure, cancel this Agreement.

5.5.     Priority of Supply. In the event of a Supplier capacity shortage with
         respect to the Products for any reason, other than a failure of Buyer
         to notify Supplier sufficiently in advance of an increase in demand for
         Products, Supplier shall promptly inform Buyer of the reasons for and
         the anticipated duration of the capacity shortage. Buyer shall be
         relieved of any liability or obligation to purchase or take delivery of
         any Products that Supplier cannot provide during a capacity shortage.
         If Supplier's delay or nonperformance as a result of such a capacity
         shortage continues for a period of more than thirty (30) days, Buyer
         may immediately terminate, at no charge or liability to Supplier, the
         Agreement.

6.       QUALITY ASSURANCE

6.1.     Quality System. If Supplier does not already have an IS0 9000 or
         equivalent quality program, Supplier shall use best commercial efforts
         to implement a quality system that meets IS0 9000 or equivalent no
         later than six (6) months following the Effective Date of this
         Agreement.

6.2.     Quality System and Other Audits. Buyer may, on a quarterly basis with
         at least five (5) business days prior written notice to Supplier, and
         with Supplier's full cooperation, enter upon Supplier's facilities, to
         review, inspect, test and to conduct audits of Supplier's operations,
         plant and facilities to ensure compliance with the terms of this
         Section 6, including without limitation to ensure that Supplier has
         established and maintains a quality system, plant and facilities
         acceptable to Buyer and that Supplier is otherwise in compliance with
         its obligations under this Section 6.

6.3.      Supplier  Corrective  Action.   Where  problems  or  deficiencies  are
          identified  as  provided  for in this  Section 6 (Quality  Assurance),
          Buyer  may  issue  Supplier  Corrective  Action  Requests  ("SCAR)  to
          Supplier.  Supplier shall promptly reply to a SCAR, and take immediate
          corrective action acceptable to Buyer to prevent the recurrence of any
          and all  deficiencies  or  problems  identified  in such SCAR.  To the
          extent the SCAR relates to a Product,  including without  limitation a
          problem  or  deficiency  affecting  Product  quality,  performance  or
          reliability,  Buyer shall have the right to reject, and Supplier shall
          at Buyer's  request  suspend,  all further  shipments  of the affected
          Product,  without any penalty, charge or liability to be paid by Buyer
          to Supplier,  until the problems identified in the SCAR are corrected.
          Where  Supplier  fails to take the  appropriate  corrective  action as
          identified in a SCAR within what Buyer, in its sole discretion,  deems
          to be a  commercially  reasonable  period of time,  Buyer may,  at its
          option, upon thirty (30) days prior written notice,  either remove the
          affected  Product  from this  Agreement or  terminate  the  Agreement,
          without  any  penalty,   charge  or  liability   imposed  upon  Buyer,
          notwithstanding any other term or provision hereof.

6.4.     Supplier Tests. Supplier shall perform all commercially reasonable test
         and inspection procedures, as well as those tests and inspections
         reasonably required by Buyer, in connection with the Product.

7.       WARRANTIES, SUPPORT AND INDEMNITIES

7.1.      Product Warranty. Supplier warrants to Buyer for one (1) year from the
          date Products are shipped to the delivery location  specified by Buyer
          ("Warranty Period), that the Products are free from defects in design,
          material and  workmanship,  by fully  conforming to and  performing in
          accordance  with  the   Specifications.   Products  not  meeting  such
          warranties  ("Defective Products") may be returned and Supplier shall,
          promptly (a) replace the Defective  Product at no cost to Buyer or (b)
          issue a full  credit  for all  amounts  paid in  connection  with such
          Defective  Product.  All Products  replaced  under  warranty  shall be
          warranted for the remainder of the unused warranty term or for six (6)
          months from shipment, whichever is longer.
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7.2.      Limitation  of  Warranties.  EXCEPT  AS  EXPRESSLY  SET  FORTH IN THIS
          AGREEMENT,  NEITHER PARTY MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS
          OR WARRANTIES.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
          PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY
          OPERATION OF LAW OR  OTHERWISE,  WITH RESPECT TO THE PRODUCTS OR THEIR
          CONDITION OR USE, INCLUDING,  BUT NOT LIMITED TO, ANY IMPLIED WARRANTY
          OF  MERCHANTABILITY,  ANY IMPLIED  WARRANTY OF FITNESS FOR  PARTICULAR
          PURPOSE,  ANY IMPLIED  WARRANTY  ARISING  FROM COURSE OF  PERFORMANCE,
          COURSE OF DEALING OR USAGE OF TRADE.

7.3.      Indemnification  for  Third  Party  Claims.   Supplier  shall  defend,
          indemnify  and hold  harmless  Buyer and its  affiliates,  successors,
          permitted assigns, respective officers, directors,  stockholders,  and
          employees, from and against, any loss, liability, claim, action, suit,
          damage and expense (other than special,  incidental,  consequential or
          punitive  damages  but  including  legal  fees and  expenses)  (herein
          "Damages")  arising  out  of (i)  any  breach  of any  representation,
          warranty  or  covenant  made by  Supplier  hereunder;  (ii) any  gross
          negligence on the part of Supplier or its  employees,  agents or other
          contractors  with respect to Product;  and (iii) all  personal  injury
          (including  death) andlor property damage  resulting from the improper
          manufacture,  processing, packaging, storage or handling of Product by
          Supplier   prior  to   delivery   to  Buyer   or   Buyer's   designee.
          Notwithstanding  the  preceding  sentence,   Supplier  shall  have  no
          obligation  to defend,  indemnify or hold hannless with respect to any
          Damages  caused in whole or in part by Products that are in compliance
          with Buyer's Product Specifications.

         Buyer shall defend, indemnify and hold harmless Supplier and its
         affiliates, successors, permitted assigns, respective officers,
         directors, stockholders, partners and employees, from and against all
         Damages arising out of (i) any breach of any representation, warranty
         or covenant made by the Buyer hereunder; (ii) any gross negligence on
         the part of the Buyer or its employees, agents or other contractors
         with respect to Product; (iii) all personal injury (including death)
         and/or property damage resulting from the maintenance, handling or use
         of Product after delivery to Buyer or Buyer's designee; and or (iv)
         Products that are in compliance with Buyer's Product Specifications.

7.4.      Consequential Damages. EXCEPT FOR SUPPLIER'S OBLIGATIONS UNDER SECTION
          10.5 OR A BREACH OF A PARTY'S CONFIDENTIALITY  OBLIGATIONS PURSUANT TO
          THIS AGREEMENT,  IN NO EVENT SHALL A PARTY,  ITS DIRECTORS,  OFFICERS,
          EMPLOYEES,  AGENTS,  SUBCONTRACTORS OR OTHER REPRESENTATIVES BE LIABLE
          TO THE OTHER FOR  SPECIAL,  CONSEQUENTIAL,  INCIDENTAL,  EXEMPLARY  OR
          INDIRECTCOSTS,   EXPENSES  OR  DAMAGES.   NOTWITHSTANDING   ANY  OTHER
          PROVISION OF AGREEMENT, THE PARTIES AGREE THAT THEIR LIABILITIES UNDER
          THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY, OR ANY
          OTHER LEGAL THEORY SHALL BE LIMITED TO DIRECT DAMAGES.  DIRECT DAMAGES
          SHALL BE IN LIEU OF ALL  OTHER  REMEDIES  THAT  EITHER  PARTY MAY HAVE
          AGAINST THE OTHER PARTY.

8.       INSURANCE Supplier shall maintain during the Term, and, upon Buyer's
         request, shall furnish Buyer with proof of the existence of, insurance
         coverage of Supplier for comprehensive general liability insurance with
         third party liability coverage protecting Buyer against all claims,
         losses, costs, expenses and liabilities due to bodily injury, personal
         injury (including death) and property damage, including coverage for
         Supplier's contractual liabilities, of not less than Two Million U.S.
         Dollars ($2,000;000).

9.       EVENTS OF DEFAULT AND TERMINATION
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9.1.     Termination for Cause. A party may terminate this Agreement or remove
         the affected Product from this Agreement: (a) in the event of a default
         by the other party of any material obligation in this Agreement,
         effective sixty (60) days after written notice of such default is
         received by the party in default and provided that the party in default
         has not remedied the default during such sixty (60) day notice period
         to the non-breaching party's reasonable satisfaction.

9.2.     Termination for Convenience by Buyer. Buyer may, at any time, upon
         giving Supplier at least ninety (90) days prior written notice,
         terminate this Agreement for convenience.

9.3.     Termination for Convenience by Supplier. Supplier may, at any time,
         upon giving Buyer at least one hundred eighty (1 80) days prior written
         notice, terminate this Agreement for convenience. The parties agree
         that the extended notice period for termination for convenience by
         Supplier is necessary and appropriate due to the difficulty of finding
         alternative manufacturers for the Products.

9.4.      Effect of Termination. Upon termination of this Agreement, the parties
          shall  remain  liable for any  outstanding  Purchase  Orders and Sales
          Orders,  except  that Buyer may cancel  outstanding  Sales  Orders for
          quality-related  problems  pursuant to the applicable terrns elsewhere
          in this Agreement. Additionally, within sixty (30) days of termination
          Buyer shall purchase from Supplier,  and Supplier shall sell to Buyer,
          at cost (including any freight,  warehousing,  and handling expenses),
          all of  Supplier's  existing  inventory  of  Products,  including  all
          components  used in the production  and shipment of said Products,  in
          Supplier's  possession  or control,  upon  written  notice to Supplier
          within  thirty  (30)  days,  provided  that  (i)  Buyer  shall  not be
          obligated to purchase more than the amount  reasonably  anticipated to
          be necessary to hlfill its needs in accordance  with Purchase  Orders;
          and (ii) Buyer shall not be  obligated to buy Products for which there
          have been  quality-related  problems  that were not resolved  prior to
          termination.

9.5.     Survival. Notwithstanding the expiration or termination of this
         Agreement, the following provisions shall each survive in accordance
         with their terms: Section 2 (Definitions), Section 7 (Warranties,
         Support, and Indemnities), and Section 10 (Miscellaneous Provisions).

10.      MISCELLANEOUS

10.1.     Mediation.  In the event, despite good faith attempts, the parties are
          not able to resolve a dispute under this Agreement  within thirty (30)
          days of a party first  notifying the other of the issue giving rise to
          the dispute, or such longer period of time as the parties may mutually
          agree,  either  party  may,  by  issuing a notice to the other  party,
          initially  seek to  settle  such  dispute  by  non-binding  mediation,
          provided that mediation  proceedings  may not be instituted  until ten
          (10) business days after delivery of a written notice of mediation and
          where the other  party has not  remedied  the matter  within said time
          period.   Mediation  will  be  conducted  with  a  mutually  agreeable
          independent  mediator.  Both parties  shall share equally all costs of
          such mediation proceedings,  except that each party shall bear its own
          costs of its  attorneys and witness fees and for the  preparation  for
          such  proceedings.  This Section shall not preclude  either party from
          applying to any court of competent  jurisdiction  for  preliminary  or
          interim equitable relief in connection with this Agreement.

10.2.     Assignment.  Neither  party shall  assign any right or interest  under
          this  Agreement  (excepting  solely for  moneys due or to become  due)
          without  the prior  written  consent of the other  party,  except that
          either  party may assign  this  Agreement  to any  direct or  indirect
          successor to the business of the assigning  party as the result of any
          internal   reorganization,    merger,   consolidation,    acquisition,
          divestiture, or similar event, provided that the assignee agrees to be
          bound by the terms and conditions of this Agreement. Supplier shall be
          responsible   to  Buyer   for  all  work   performed   by   Supplier's
          subcontractors.  This  Agreement  shall inure to the benefit of and be
          binding upon the parties  hereto and their  successors  and  permitted
          assigns.


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10.3.    Conflicts or Inconsistencies. Unless otherwise expressly stated, if
         there is any conflict or inconsistency between the main body of this
         Agreement or any Schedules to or Sales Orders issued pursuant to this
         Agreement, the order of precedence of interpretation, to the extent of
         such conflict or inconsistency, shall be as follows: (a) the main body
         of this Agreement, (b) Schedules, (c) Sales Order, except that a Sales
         Order may override the terms of this Agreement if both parties
         expressly agree in writing that it is intended to do so, and (d)
         Purchase Orders.

10.4.    Entire Agreement. This Agreement, including the Schedules, which are
         attached hereto and incorporated herein by reference, comprises all the
         terms, conditions and agreements of the parties hereto with respect to
         the subject matter herein. This Agreement cancels and supersedes all
         prior agreements and communications on the said subject matter. This
         Agreement may not be varied except through a document agreed to and
         signed by both parties.

10.5.     Force Majeure.  Neither party shall be held  responsible for any delay
          or failure in  performance of any part of this Agreement to the extent
          such  delay or  failure  is  caused  by fire,  flood,  strike,  civil,
          governmental  or  military  authority,  act of God beyond its  control
          (collectively  "Force Majeure") and without the fault or negligence of
          the delayed or nonconforming party or its  subcontractors.  Supplier's
          liability for loss or damage to Buyer Property,  if any, in Supplier's
          possession or control shall not be modified by this Section 10.5. When
          a party's  delay or  nonperformance  as a result of such Force Majeure
          continues  for a period of at least thirty (30) days,  the other party
          may  immediately  terminate,  at no charge or  liability to the other,
          this Agreement, any outstanding Sales Order.

10.6.    Governing Law. This Agreement is governed by and construed in
         accordance with the applicable laws of the State of Utah and the United
         States of America without regard to any conflict of laws principles.
         The parties expressly agree that the United Nations Convention on
         Contracts for the International Sale of Goods shall not apply to this
         Agreement or to transactions processed under this Agreement.

10.7.    Notice. Unless otherwise expressly agreed in writing, any notice,
         consent or other document required to be sent pursuant to this
         Agreement shall be in writing and shall be deemed to be validly given
         by the delivery thereof to its recipient, either personally, by
         registered mail, prepaid mail, prepaid courier or, where a facsimile
         number is provided, by facsimile transmission. Notices shall be sent to
         the following:

        For Buyer:                          For Supplier:
        BriteSmile, Inc                     Oraceutical LLC
        490 North Wiget Lane                8 15 Pleasant Street
        Walnut Creek, CA                    Lee, MA 01238
        Attn: Nhat Ngo                      Attn: R. Eric Montgomery
        Fax: (925) 279-2905                 Fax: (413) 243-4100

        Legal notices only, copied to:
        Durham Jones & Pinegar              Banner & Witcoff, LTD
        11 1 East Broadway, Suite 900       28 State Street, 28" Floor
        Salt Lake City, Utah 84 1 1 1       Boston, MA 02109
        Attention: Jeffrey M. Jones         Attn: Peter McDermott
        Fax: (801) 415-3500                 Fax: (6 17) 227-4399

         Any written notice is deemed to have been received: (a) if sent by
         personal delivery, registered mail or prepaid courier, at the time of
         its delivery; (b) if sent by prepaid mail, on the fifth (5th) business
         day following its sending; or (c) if transmitted by facsimile
         transmission or other electronic means as may be permitted by this
         Agreement or otherwise mutually agreed, on the first business day

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         following successful transmission of the facsimile or other electronic
         communication, as may beu demonstrated by the sender's records. To be
         valid, any legal notice issued by facsimile transmission must be
         confirmed by prepaid courier.

10.8.    Ownership. Nothing in this Agreement is intended to convey any right,
         title or interest in any Buyer Property that may be provided to
         Supplier by Buyer from time to time. Supplier shall return all Buyer
         Property to Buyer upon Buyer's request. In exchange for the
         consideration provided to Supplier hereunder Buyer shall have free
         title to, and all ownership interest in, the Products and related
         material delivered (except for software in which case Buyer is hereby
         granted a license) hereunder.

10.9.    Relationship. The relationship between Buyer and Supplier is intended
         to be and shall be that of buyer and seller. A party and its employees,
         agents and representatives shall under no circumstances be considered
         agents, partners, parties to a joint venture or representatives of the
         other party. Neither party shall act or attempt to act, or represent
         itself, directly or by implication as agent, party to a joint venture
         with the other party, partner or representative of the other, or in any
         manner assume or attempt to assume or create any obligation or
         liability of any kind, express or implied, on behalf of, or in the name
         of, the other.

10.10.    Unenforceability  of  Provisions.  Each section and  provision of this
          Agreement  is severable  from the  Agreement  and if one  paragraph or
          provision is declared invalid,  the remaining  sections and provisions
          shall  nevertheless  remain in full force and  effect and the  parties
          shall,  in good  faith,  negotiate  an  appropriate  amendment  to the
          Agreement to replace the invalid provision.  If the parties shall fail
          to agree upon an appropriate  amendment,  then this Agreement shall be
          construed  (a) as if such invalid or  unenforceable  provision or part
          thereof had been effectively modified to the extent necessary to avoid
          the illegality or unenforceability of such provision, if possible, and
          if not, then (b) as if such invalid or unenforceable provision or part
          thereof had not been contained herein.

10.11.    Waiver.  No party shall be deemed to have  waived the  exercise of any
          right that it holds under this  Agreement or at law unless such waiver
          is expressly made in writing.  Failure of a party at any time, and for
          any length of time, to require  performance  by the other party of any
          obligation  under this Agreement shall in no event affect the right to
          require  performance of that obligation or the right to claim remedies
          for breach  under the  Agreement or at law. A waiver by a party of any
          breach of any provision of this Agreement,  unless otherwise expressly
          stated  in  writing,  is  not  to be  construed  as a  waiver  of  any
          continuing  or  succeeding  breach  of such  provision,  a  waiver  or
          modification of the provision  itself,  or a waiver or modification of
          any right under this Agreement or at law.

10.12.   Counterparts/Facsimile Signatures. This Agreement may be signed by
         manual or facsimile signature in several counterparts of like form,
         each of which when so executed shall be deemed to be an original and
         such counterparts together shall constitute one and the same
         instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

BRITESMILE, INC.                     ORACEUTICAL, L.L.C.


By: /s/ Nhat Ngo                     By: /s/ Eric Montgomery

Name: Nhat Ngo                       Name: Eric Montgomery

Title:                               Title:

Date:                                Date:




<PAGE>

                                   SCHEDULE A

                           LIST OF PRODUCTS AND PRICES

Product                                                           Price

Universal Procedure Kit with Gel

Universal Procedure Kit without Gel (for International)

Procedure Gel Single Syringe, Labeled

Procedure Gel Single Syringe, Unlabeled

Procedure Gel - 5 Pack

Procedure Gel - 6 Pack

Barrier Material Syringe

Masking Cream Syringe


Universal Procedure Kits shall be provided in a single pack, 5-packs, or in a
size configuration requested by BriteSmile.

Specifications:

The Procedure Kits shall be manufactured using the brand name components
specified in the attached Exhibit 1, Procedure Kit Bill of Materials. Supplier
shall not change any components unless agreed to in writing by Buyer. If a
specified component becomes unavailable from the designated source, Buyer may
specify a replacement component, subject to an increase in pricing for the
applicable Procedure Kits if the replacement increases Supplier's costs, which
may be passed through to Buyer.

Pricing
Prices are net 30 1 less 1.5% for net 10, FOB Lee, MA.

Prices may be adjusted on an annual basis during the term of this Agreement,
provided however that any annual increase in price shall not exceed 2%. If there
is an increase or decrease in componentry costs, such change will be reflected
in the price.


<PAGE>




                       First Addendum to Supply Agreement

This First Addendum to the Supply Agreement, dated December 21,2004 between
BriteSmile, Inc., a Utah Corporation with its principal office at 490 N. Wiget
Lane, Walnut Creek, CA 94598 (Buyer) and Oraceutical, LLC, a Delaware limited
liability company with its principal office at 8 15 Pleasant Street, Lee, MA
01238 (Supplier) is made effective as of February 1st, 2005.

1.       Buyer agrees to make a prepaid deposit with Supplier in an amount equal
         to thirty-five percent (35%) of the total value of the initial 6-month
         Purchase Order that was placed by Buyer on January 24", 2005. This
         equates to $339,818, or 35% of $970,908.15.

2.       To facilitate and support Supplier, Buyer has transferred to Supplier
         pre-purchased inventory in the amount of $257,402, which will be
         deducted from the prepaid deposit. Buyer's cash contribution towards
         the prepaid deposit shall be in the amount of $82,416, which shall be
         paid to Supplier within 3 business days of execution of this addendum.

3.       Buyer shall apply the prepaid deposit of $339,818 as a credit against
         Supplier invoices for shipments made by Supplier, starting with
         shipments made on and after June 1st , 2005. Buyer shall continue to
         apply this prepaid deposit as credit until such amount is exhausted.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

BRITESMILE, INC.                       ORACEUTICAL, L.L.C.


By: /s/ Nhat Ngo                       By: /s/ Eric Montgomery

Name: Nhat Ngo                         Name: Eric Montgomery

Title:                                 Title:

Date:                                  Date:





<PAGE>



                       Second Addendum to Supply Agreement

This Second Addendum to the Supply Agreement, dated December 21,2004 between
Inc., a Utah Corporation with its principal office at 460 N. Wiget Lane, Walnut
Creek, CA 94598 ("Buyer") and Oraceutical, LLC, a Delaware limited liability
company with its principal office at 8 15 Pleasant Street, Lee, MA 0 8
(Supplier) is made effective as of May 16, 2005

1.       From the effective date until December 31st, 2005, ("Initial
         Consolidation Term"), agrees to pay Supplier a weekly fee of $4,250 for
         Supplier's consolidation services ("Consolidation Fee"), as defined in
         Schedule A. The Consolidation Fee shall cover any and all related costs
         associated with Supplier's consolidation services, including but not
         limited to, the costs of warehouse space, management and
         administration, labor and handling, and incidental supplies. The
         Consolidation Fee shall be paid to Supplier ten (10) days of the date
         of each weekly invoice.

2.       Within thirty (30) days after the conclusion of the Initial
         Consolidation Term, Buyer and Supplier agree to renegotiate in good
         faith the Consolidation Fee based on the actual number of
         consolidations performed by Supplier during said period.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

BRITESMILE, INC.                    ORACEUTICAL, L.L.C.


By: /s/ Nhat Ngo                    By: /s/ Eric Montgomery

Name: Nhat Ngo                      Name: Eric Montgomery

Title:                              Title:

Date:                               Date:






<PAGE>


                     Schedule A: Definition of Consolidation

For the purpose of determining the number of weekly consolidations performed by
Supplier, the chart below provides a definition and examples of what is and is
not considered a consolidation:

<TABLE>
<CAPTION>

--------------------- ------------------------------------------------- -----------------------------------------------------
                                       CONSOLIDATION                                     NOT CONSOLIDATION
--------------------- ------------------------------------------------- -----------------------------------------------------
<S>                   <C>                                               <C>
DEFINITION            o        Multiple stocking units packed           o        Single stocking units that do not have to
----------                 together  to form as few shipping units as        be packed together  to form fewer shipping
                           possible                                          units

                      o        Combination of different cases of        o        Multiple  stocking units going to a
                           products packed into a master carton              destination that need to be palletized

                      o        The effort to combine an order into      o        Any time a shipping label can be affixed
                           the most economical number of shipping            directly to a stocking unit box and shipped
                           units
                                                                        o        Any palletization of stocking units

--------------------- ------------------------------------------------- -----------------------------------------------------
EXAMPLES              o        Five pack of procedure kits plus five    o        Single five pack KT1616-5
--------                   pack of gel
                      o        Note: this example of a consolidation    o        Single case of toothpaste R0004
                                    is no longer necessary, given
                                    that the procedure kit and gel      o        Single case of Mouthwash R0009
                                    have been consolidated into one
                                    kit                                 o        Multiple  stocking units for a Center that
                                                                             require palletization
                      o        Single procedure kit plus separate gel
                           syringe                                      o        International orders for stocking units
                                                                             that require palletization
                      o        Internet orders that require
                           consolidation                                o        Shipments of product to Walnut Creek that
                                                                             require palletization such as procedure kits,
                      o        International orders that require             gels, componentry.
                           combining stocking units into fewer
                           shipping units                               o        Internet orders that do not require
                                                                             consolidation


--------------------- ------------------------------------------------- -----------------------------------------------------
</TABLE>