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


                  This Amendment to Lease Agreement is entered into as of
January 1, 2003 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 dated March 8, 2002 and by a further amendment dated September
18, 2002 (the Lease Agreement, as so amended, 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  Amended  Lease
Agreement.

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

        (c)    Variable Rent.

        (i)    The Variable Rent for each Leased System shall be based on the
               Key Cards  delivered  for use with respect to the Leased  System.
               The  Variable  Rent  shall be  equal  to $25 for each  BriteSmile
               Procedure  that would be able to be  performed  on such System by
               fully using all Key Cards  delivered  during the preceding  month
               for use with such  System or $125 for each  standard  5-Procedure
               Key Card that is  delivered.  Payment of such Variable Rent shall
               be made on the 40th day  following  the end of the month in which
               delivery of such Key Cards occurred.

        (ii)   Notwithstanding the foregoing, the payment of  Variable Rent due
               with  respect  to Key Cards  delivered  in any month  during  the
               calendar  years  2002 and 2003  shall not be made on the 40th day
               following the end of the month in which delivery of the Key Cards
               occurred.   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")  and in all  months  during  the  calendar  year 2003 (the


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               "Total  Deferred 2003 Variable Rent") shall be made on January 1,
               2004.

        (iii)  In addition to the payments required to be made under Section
               4(c)(ii),  BriteSmile  shall pay EVL  interest at the  Prescribed
               Rate, as  hereinafter  defined,  on so much of the Total Deferred
               2002  Variable  Rent and on so much of the  Total  Deferred  2003
               Variable Rent as has accrued and remains due but unpaid from time
               to time from and after March 12, 2002,  in the case of Total 2002
               Variable  Rent,  and March 12,  2003,  in the case of Total  2003
               Variable  Rent.  For the  purposes of the  interest  calculations
               under this  subsection  (iii),  Variable  Rent  included in Total
               Deferred 2002  Variable Rent and in Total  Deferred 2003 Variable
               Rent  shall be deemed to accrue on the date that  payment of such
               Variable Rent would be required to be made under Section  4(c)(i)
               without giving effect to Section 4(c)(ii). All such interest that
               accrues  from  March 12,  2002 to  January  8, 2003 on account of
               Total  Deferred  2002  Variable  Rent shall be paid on January 9,
               2003.  Thereafter  such  accrued  interest  on  account  of Total
               Deferred  2002  Variable  Rent shall be payable on the 9th day of
               each month through  December 9, 2003 and on January 1, 2004.  All
               such  interest  that  accrues on account of Total  Deferred  2003
               Variable  Rent  shall  be  paid  on the  9th  day of  each  month
               commencing  April 9, 2003 through December 9, 2003 and on January
               1, 2004.

        (iv)   The "Prescribed Rate" of interest due under Section 4(c)(iii)
               means an interest rate,  compounded monthly,  equal to the sum of
               (A) the London  Interbank  Offered  Rate as quoted by The Bank of
               Nova Scotia for the  applicable  Adjustment  Date for deposits in
               U.S.  Dollars  for one month  maturities  as  determined  on each
               Adjustment Date plus (B) 200 basis points, such rate to change on
               each Adjustment Date. The term "Adjustment Date" means (A) during
               the calendar  year 2002,  each day on which  payments of Variable
               Rent for Key Cards delivered  during 2002 would be required to be
               made under Section  4(c)(i) without giving effect to the deferral
               provided by Section 4(c)(ii), commencing with March 12, 2002, and
               (B) during  the  calendar  year  2003,  the 9th day of each month
               commencing January 9, 2003.

        (v)    BriteSmile may from time to time on three days written notice to
               EVL prepay all or any  portion of Total  Deferred  2002  Variable
               Rent  then  due by  paying  the  portion  thereof  to be  prepaid
               together with all interest  accrued  under  Section  4(c)(iii) on
               Total Deferred 2002 Variable Rent to the date of prepayment. Upon
               payment  in full of all  Total  Deferred  2002  Variable  Rent as
               provided in the preceding sentence,  BriteSmile may, from time to
               time on three  days  written  notice  to EVL,  prepay  all or any
               portion of Total  Deferred  2003 Variable Rent then due by paying
               the  portion  thereof to be prepaid  together  with all  interest
               accrued under Section  4(c)(iii) on Total  Deferred 2003 Variable
               Rent to the date of prepayment.


                                       2

<PAGE>


        (vi)   In the event that a payment of Variable Rent is to be made, or an
               Adjustment  Date falls, on a day that is not a Business Day, such
               payment shall be made, and such  Adjustment  Date shall be deemed
               to occur,  on the next Business Day. A "Business  Day" means with
               respect to a payment of Variable Rent any day excluding Saturday,
               Sunday  and a  legal  holiday  under  the  laws of the  State  of
               California  and  excluding  a day on which  banking  institutions
               located  in such  state  are  authorized  or  required  by law or
               governmental  action to close, and, with respect to an Adjustment
               Date, means a Business Day that is also a day on which trading by
               and between banks in U.S. Dollar deposits in the London interbank
               market occurs.

        (vii)  The following example is provided to illustrate the provisions of

               Section 4(c)(ii)-(iv).

        Example:  Assume that  Variable Rent accrues under the Lease at a rate
        of $300,000 per month for each month during 2002 and 2003.  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)  and all other Variable Rent due with respect to Key Cards
        delivered  in 2003 (an  aggregate  of  another  $3,600,000)  is due on
        January 1, 2004.

        Interest will accrue on the accrued  Variable Rent from March 12, 2002
        at the Prescribed  Rate. 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 Total  Deferred  2002 Variable Rent and
        Total   Deferred  2003  Variable  Rent  which  remains  unpaid  (e.g.,
        $3,600,000  from  January 9, 2003 to March 12, 2003,  $3,900,000  from
        March 12, 2003 to April 9, 2003; $4,200,000 from April 19, 2003 to May
        10, 2003, etc.

        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.


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        3.     General Provisions.

        (a)    Nothing in this Amendment shall affect the obligation of
BriteSmile to make Fixed Payments under the Amended Lease Agreement at any time,
including  but not limited to with respect to the period from January 1, 2002 to
December 31, 2003.

        (b)    BriteSmile shall continue to supply EVL with all reports referred
to in Section 14 of the 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.

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

                            EXCIMER VISION LEASING, L.P.

                            By:    CAP Properties 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