ARTICLES OF RESTATEMENT
                                     OF THE
                            ARTICLES OF INCORPORATION
                                       OF
                                BRITESMILE, INC.


         Pursuant to Sections 16-10a-123 and 16-10a-1007 of the Utah Revised
Business Corporation Act, as amended (the "Act"), BriteSmile, Inc., a Utah
corporation (the "Corporation"), adopts the following Articles of Restatement of
its Articles of Incorporation, pursuant to which the Corporation amends and
restates its Articles of Incorporation effective 12:01 a.m. on January 27, 2003.

         FIRST:   The name of the Corporation is BriteSmile, Inc.

         SECOND:  The Corporation's Articles of Incorporation are hereby amended
and restated to read in their entirety as follows:


                                ARTICLE I - NAME

         The name of this corporation is BriteSmile, Inc.


                        ARTICLE II - PURPOSES AND POWERS

         The Corporation is organized to engage in any and all lawful acts,
activities, and/or pursuits for which corporations may presently or hereafter be
organized under the Utah Revised Business Corporation Act.

         The Corporation shall have all powers allowed by law, including without
limitation those powers described in Section 16-10a-302 of the Utah Revised
Business Corporation Act, as amended and supplemented. The purposes stated
herein shall be construed as powers as well as purposes and the enumeration of a
specific purpose or power shall not be construed to limit or restrict the
meaning of general terms or the general powers; nor shall the expression of one
thing be deemed to exclude another not expressed, although it be of like nature.


                           ARTICLE III - CAPITAL STOCK

         (1) The aggregate number of shares of Common Stock which this
corporation shall have authority to issue is Fifty Million (50,000,000) shares,
$0.001 par value per share. All voting rights of the Corporation shall be
exercised by the holders of the Common Stock and the holders of the Common Stock
of the Corporation shall be entitled to receive the net assets of the
Corporation upon dissolution. All shares of the Common Stock shall be fully paid
and nonassessable.

         (2) Effective 12:01 am on January 27, 2003 (the "Effective Time") each
one (1) share of the Common Stock of the Company issued and outstanding
immediately prior to the Effective Time ("Old Common Stock") shall automatically
be converted, without any action on the part of the holder thereof, into
one-fifteenth (1/15) of one (1) share of fully paid and nonassessable Common
Stock of the Company ("New Common Stock"), subject to the treatment of
fractional shares interests described below.

         (3) Following the Effective Time, each holder of Old Common Stock shall
be entitled to receive upon surrender of such holder's certificate(s)
representing Old Common Stock (whether one or more, "Old Certificates") for
cancellation pursuant to procedures adopted by the Company, a certificate(s)
representing the number of whole shares of New Common Stock (whether one or
more, "New Certificates") into which and for which the shares of Old Common
Stock formerly represented by such Old Certificates so surrendered are
reclassified under the terms hereof. From and after the Effective Time, Old
Certificates shall represent only the right to receive New Certificates, as
provided below.


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         (4) No fractional shares of Common Stock of the Company shall be
issued. No stockholder of the Company shall transfer any fractional shares of
Common Stock of the Company. The Company shall not recognize on its stock record
books any purported transfer of any fractional share of Common Stock of the
Company. In lieu of the issuance of any fractional shares that would result from
paragraph (2) above, the Company shall issue to any shareholder that would
otherwise receive fractional shares one whole share, the additional shares
thereby issued being taken from authorized but theretofore unissued shares of
Common Stock of the Company.


                      ARTICLE IV - LIMITATION OF LIABILITY

         Within the meaning of and in accordance with Section 16-10a-841 of the
Utah Revised Business Corporation Act:

         (1) No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for any action taken or any
failure to take any action as a director, except as provided in this Article IV.

         (2) The limitation of liability contemplated in this Article IV shall
not extend to (a) the amount of a financial benefit received by a director to
which he is not entitled, (b) an intentional infliction of harm on the
Corporation or its shareholders, (c) a violation of Section 16-10a-842 of the
Utah Revised Business Corporation Act, or (d) an intentional violation of
criminal law.

         (3) Any repeal or modification of this Article IV by the shareholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.

         (4) Without limitation, this Article IV shall be applied and
interpreted, and shall be deemed to incorporate, any provision of the Utah
Revised Business Corporation Act, as the same exists or may hereafter be
amended, any provision of any act that may replace or supplement the Utah
Revised Business Corporation Act, as well as any applicable interpretation of
Utah law, so that personal liability of directors and officers of the
Corporation to the Corporation or its shareholders, or to any third person,
shall be eliminated or limited to the fullest extent as from time to time
permitted by Utah law.


                    ARTICLE V - ACTION BY SHAREHOLDER CONSENT

         Within the meaning of and in accordance with Sections 16-10a-704 and
1704(4) of the Utah Revised Business Corporation Act, and subject to the
qualifications and limitations thereof, and of any applicable rules of any
exchange or market on which the Company's shares may be traded:

         Any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice, if one or
more consents in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take the action at a meeting at
which all shares entitled to vote thereon were present and voted.

         THIRD: These Restated Articles of Incorporation were recommended to the
shareholders by the Board of Directors pursuant to a resolution of the Board of
Directors dated as of December 16, 2002 and adopted by the holders of a majority
of the Company's issued and outstanding shares of Common Stock by a written
consent dated December 24, 2002.

         FOURTH: The number of shares of Common Stock of the Corporation
outstanding and entitled to vote thereon at the time of such adoption was
36,426,961, with 23,283,741 shares consenting and voting for the Restated
Articles of Incorporation, which number of votes was sufficient for approval by
the shareholders of the Corporation.


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         DATED effective 12:01 a.m. the 27th day of January, 2003.



                              BRITESMILE, INC.


                              By: /s/ John Dong
                                  ------------------------------------
                                  John Dong, Chief Financial Officer
                                             and Secretary