AMENDMENT TO LEASE AGREEMENT
                       BETWEEN EXCIMER VISION LEASING L.P.
                                       AND
                                BRITESMILE, INC.


                  This Amendment to Lease Agreement is entered into as of
September 18, 2002 between Excimer Vision Leasing L.P. ("EVL") and BriteSmile,
Inc. ("BriteSmile").


                              W I T N E S S E T H:
                              - - - - - - - - - -

                  WHEREAS, EVL and BriteSmile are parties to an Amended and
Restated Agreement, dated February 25, 2001 (the "Lease Agreement"), as amended
by an amendment (the "Amendment") dated March 8, 2002 (the Lease Agreement as
amended by the Amendment being the "Amended Lease Agreement"); and

                  WHEREAS, EVL and BriteSmile wish to amend the Amended Lease
Agreement in certain respects;

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, EVL and BriteSmile do
hereby agree as follows:

1.       Definitions.  Capitalized term not otherwise defined herein shall have
their  respective  meanings as set forth in the Lease  Agreement or, as the case
may be, the Amendment.

2.       Deferred Variable Rent.  The last sentence of Section 4(c)(ii) of the
Amended Lease Agreement is hereby amended in its entirety to read as follows:

                    "Instead  payment of such  Variable  Rent shall be deferred,
                    and payment of the aggregate amount of the Variable Rent due
                    with respect to all Key Cards delivered in all months during
                    the calendar  year 2002 (the "Total  Deferred  2002 Variable
                    Rent") shall be made on January 1, 2004."

3.       Interest.  The last sentence of Section 4(c)(iii) is amended in its
entirety to read as follows:

                    "Thereafter  such accrued  interest shall be paid on the 9th
                    day of each month through December 9, 2003 and on January 1,
                    2004."

4.       Prepayments.  The reference in Section 4(c)(v) of the Amended Lease
Agreement to Section 4(c)(ii) is amended to refer to Section 4(c)(iii).


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5.       Example.  The Example following Section 4(c)(vii) is amended in its
entirety to read as following:

                    Example:  Assume that  Variable Rent accrues under the Lease
                    at a rate of $300,000  per month for each month during 2002.
                    Payment of the $300,000 of Variable Rent attributable to Key
                    Cards  delivered in January  2002 would  otherwise be due on
                    March 12, 2002.  Instead such Variable Rent otherwise due on
                    March 12, 2002 and all other  Variable Rent due with respect
                    to Key Cards  delivered in 2002 (an aggregate of $3,600,000)
                    is due on January 1, 2004. For clarification,  the amount of
                    Total Deferred 2002 Variable Rent that is payable on January
                    1, 2004  includes the Variable  Rent due with respect to Key
                    Cards delivered in November and December 2002.

                    Interest will accrue on the accrued Variable Rent from March
                    12, 2002 at the Prescribed  Rate.  During 2002 the amount of
                    Variable Rent on which interest  accrues shall be the amount
                    of rent that has been  deferred  (e.g.,  $300,000 from March
                    12,  2002 to April 9, 2002;  $600,000  from April 9, 2002 to
                    May 10, 2002, etc.).

                    All accrued  interest is due on January 9, 2003.  Thereafter
                    interest  shall accrue on the balance of the  $3,600,000  in
                    Total  Deferred  2002  Variable  Rent which  remains  unpaid
                    (e.g., $3,600,000 from January 1, 2003 to January 1, 2004).

                    The interest rate is determined on a monthly  basis.  During
                    2002,  interest  is  fixed on the date  that  Variable  Rent
                    otherwise  would  have been due but for the  deferral,  e.g.
                    March 12, 2002, April 9, 2002, etc. During 2003, interest is
                    fixed on the ninth day of each month.

6.       General Provisions.

                    (a) Nothing in this Amendment shall affect the obligation of
BriteSmile  to make  Fixed  Payments  under  the  Lease  Agreement  at any time,
including  but not limited to with respect to the period from January 1, 2002 to
December  31, 2002 or give  BriteSmile  any right to defer  payments of Variable
Rent that relate to calendar years after 2002.

                    (b) BriteSmile shall continue to supply EVL with all reports
referred to in Section 14 of the Amended Lease  Agreement  regardless of whether
Variable Rent is due with respect to the period covered by the report.

                    (c)      This Amendment may be executed in counterparts,
including facsimile counterparts.



                                       2

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                  IN WITNESS WHEREOF, the parties have executed and delivered
this Amendment as of the date above within.

                                        EXCIMER VISION LEASING, L.P.

                                        By:      CAP America Limited,
                                                 its General Partner


                                                 By:  /s/ Brian Delaney
                                                     ------------------------
                                                     Name: Brian Delaney
                                                     Title:  Director

                                        BRITESMILE, INC.


                                        By: /s/ John Reed
                                           ----------------------------------
                                            Name:  John Reed
                                            Title:  Chief Executive Officer