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                                                                Exhibit 10.1

                        RELEASE AND SETTLEMENT AGREEMENT

     This Release and Settlement  Agreement  (this  "Agreement") is entered into
this 2nd day of December  2002, by and between  Jonathan  Marine  ("Marine") and
Remedent USA, Inc., a Nevada  corporation  and any  affiliates and  subsidiaries
(collectively, "Remedent").

     A. Marine and Remedent are parties to that certain Agreement dated December
21, 2001 (the "2001  Agreement")  with  respect to certain  monetary  and equity
obligations by Remedent to Marine.

     B. Marine and Remedent  desire to terminate the 2001  Agreement and replace
it in its entirety with this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of  which  are   acknowledged,   and  in  consideration  of  the  covenants  and
undertakings  of the parties as set forth herein,  the parties,  intending to be
legally bound, mutually agree as follows:

     1. Remedent's Stock and Stock Option  Issuances.  Remedent hereby agrees as
        ---------------------------------------------
follows:

          a. On or before  December 9, 2002,  Remedent  will deliver to Marine a
properly  executed stock  certificate  representing  1,400,000 duly  authorized,
validly  existing and fully paid up shares of Remedent's  common stock (the "1.4
Million  Shares"),  as such number of shares may be adjusted by any stock split,
reverse stock split or other  modification  in the number of outstanding  shares
carried out by Remedent  between  November  11, 2002 and the date upon which all
shares to be delivered  hereunder to Marine are so  delivered  (collectively,  a
"Stock  Adjustment").  The 1.4 Million  Shares  shall be placed in a  segregated
securities  trading account by Marine that is set up exclusively to hold the 1.4
Million Shares and no other securities of Remedent.

          b. On or before  December 9, 2002,  Remedent  will deliver to Marine a
properly  executed  stock  certificate  representing  650,000  duly  authorized,
validly existing and fully paid up shares of Remedent's  common stock (the "650K
Shares"), as such number of shares may be adjusted by a Stock Adjustment.

          c. On or before  December 9, 2002,  Remedent  will deliver to Marine a
properly  executed  stock  certificate  representing  100,000  duly  authorized,
validly existing and fully paid up shares of Remedent's  common stock (the "100K
Shares"), as such number of shares may be adjusted by a Stock Adjustment.

          d. On or before  December 9, 2002,  Remedent  will deliver to Marine a
warrant  agreement  in form and content  generally  agreed upon by Remedent  and
Marine prior to such date  representing  the right to purchase 250,000 shares of
Remedent  common stock at an exercise price of $0.10 per share (the  "Warrant").
The Warrant shall be exercisable during a ten year period commencing on the date
of this Agreement.

         Registration Rights.
         --------------------

          a.  Remedent  has  filed  a   registration   statement  on  Form  SB-2
("Registration   Statement")   with  the  Securities  and  Exchange   Commission
("Commission")  on July 24, 2002,  designated as file number  333-96999.  In the
Registration Statement, Remedent included Marine as a selling security holder of
up to 2,200,000  shares of Remedent  common stock,  inclusive of the 1.4 Million
Shares, the 650K Shares and the Warrant.  On Amendment No. 1 to the Registration
Statement , Remedent shall change the total number of shares being registered to
include the 100K Shares. Thus, the number of shares that could be sold under the
registration  statement by Marine would be 2,400,000 (reflecting what appears to
be a typographical  error in the  Registration  Statement which should have read
2,300,000 shares, plus the 100K Shares included under this Agreement).  Remedent
hereby  covenants and agrees to use its best efforts to continue  processing the
Registration  Statement until it is declared effective by the Commission,  which
declaration  shall  occur no later  than  sixty (60) days after the date of this
Agreement.  If the  Commission  fails  to  declare  the  Registration  Statement
effective by such date, this Agreement shall be deemed terminated as of the date
of its inception and the 2001 Agreement shall thereafter  continue in full force
and effect as if its was never  terminated.  Thereafter,  Remedent shall use its
best efforts to have the Registration  Statement remain effective until the date
specified in Section 2b(2).  All  registration  related  activities  shall be at
Remedent's sole cost and expense.



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          b. In connection with Remedent's  registration  obligations hereunder,
Remedent shall, at its sole cost and expense:

               (1) Furnish to Marine and any  counsel of his  choice,  copies of
all such  documents  proposed  to be filed,  which  documents  (other than those
incorporated  by  reference)  will be  subject  to the  review of Marine and his
counsel,  and cause Remedent's  officers and directors,  counsel and independent
certified public accountants to respond to such inquiries as shall be necessary,
in the  reasonable  opinion  of  counsel  to  Marine,  to  conduct a  reasonable
investigation  within the meaning of the Securities Act. Remedent shall not file
any  Registration  Statement or any  prospectus or any amendments or supplements
thereto to which  Marine is named in as a selling  shareholder  if Marine or his
counsel  shall  reasonably  object in writing  within three (3) Business Days of
their receipt thereof.

               (2)  Prepare  and  file  with  the  Commission  such  amendments,
including  post-effective  amendments,  to the Registration Statements as may be
necessary  to keep  the  Registration  Statement  continuously  effective  as to
Marine's  securities  for no less than the date that is the  earlier  of (x) the
date when all Marine's shares covered by such  Registration  Statement have been
sold or (y) the date on which all of  Marine's  shares may be sold  without  any
restriction  pursuant  to Rule 144 as  determined  by the  counsel  to  Remedent
pursuant to a written opinion letter,  addressed to Remedent's transfer agent to
such  effect  (the  "Effectiveness  Period")  and  prepare  and  file  with  the
Commission  such  additional  Registration  Statements  in order to register for
resale under the  Securities  Act all of Marine's  shares in Remedent that he is
being issued or granted in this Agreement;  (ii) cause the related prospectus to
be amended or  supplemented  by any required  prospectus  supplement,  and as so
supplemented  or  amended  to be  filed  pursuant  to Rule  424 (or any  similar
provisions then in force) promulgated under the Securities Act; (iii) respond as
promptly as possible to any comments  received from the Commission  with respect
to the  Registration  Statement  or any  amendment  thereto  and as  promptly as
possible provide Marine true and complete copies of all correspondence  from and
to the Commission relating to the Registration Statement; and (iv) comply in all
material respects with the provisions of the Securities Act and the Exchange Act
with respect to the  disposition  of all of Marine's  securities  covered by the
Registration  Statement  during the  applicable  period in  accordance  with the
intended  methods  of  disposition  by  Marine  set  forth  in the  Registration
Statement as so amended or in such prospectus as so supplemented.

               (3) Use its best efforts to avoid the issuance of, or, if issued,
obtain the withdrawal  of, (i) any order  suspending  the  effectiveness  of the
Registration Statement or (ii) any suspension of the qualification (or exemption
from  qualification) of any of Marine's securities for sale in any jurisdiction,
at the earliest practicable moment.

               (4)  If  requested  by  Marine,  (i)  promptly  incorporate  in a
prospectus supplement or post-effective  amendment to the Registration Statement
such  information as Remedent  reasonably  agrees should be included therein and
(ii)  make  all  required   filings  of  such  prospectus   supplement  or  such
post-effective  amendment as soon as practicable  after the Company has received
notification of the matters to be incorporated in such prospectus  supplement or
post-effective amendment.

               (5) Furnish to Marine and his counsel,  without charge,  at least
one conformed copy of each  Registration  Statement and each amendment  thereto,
including  financial  statements and schedules,  all documents  incorporated  or
deemed to be incorporated  therein by reference,  and all exhibits to the extent
requested by Marine  (including  those  previously  furnished or incorporated by
reference) promptly after the filing of such documents with the Commission.

               (6) Promptly  deliver to Marine and his counsel,  without charge,
as many  copies  of the  prospectus  or  prospectuses  (including  each  form of
prospectus)  and each  amendment or supplement  thereto as Marine may reasonably
request;  and Remedent  hereby  consents to the use of such  prospectus and each
amendment or supplement  thereto by Marine in  connection  with the offering and
sale of his shares of Remedent  covered by such  prospectus and any amendment or
supplement thereto.

               (7) Prior to any public offering of Marine's securities,  use its
best efforts to register or qualify or cooperate  with Marine and his counsel in
connection  with the  registration  or  qualification  (or  exemption  from such
registration or  qualification)  of such securities for offer and sale under the
securities  or Blue Sky laws of such  jurisdictions  within the United States as
Marine requests in writing,  to keep each such registration or qualification (or
exemption therefrom) effective during the Effectiveness Period and to do any and
all other acts or things  necessary or advisable  to enable the  disposition  in
such jurisdictions of Marine's securities covered by a Registration Statement.



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               (8) Cooperate  with Marine to facilitate  the timely  preparation
and delivery of certificates  representing his securities to be sold pursuant to
a Registration  Statement,  which  certificates shall be free of all restrictive
legends,  and  to  enable  such  securities  to be  in  such  denominations  and
registered  in such names as Marine may request at least two (2)  Business  Days
prior to any sale of his securities.

               (9) As necessary,  as promptly as possible,  prepare a supplement
or  amendment,   including  a  post-effective  amendment,  to  the  Registration
Statement or a supplement to the related prospectus or any document incorporated
or deemed to be incorporated  therein by reference,  and file any other required
document so that, as thereafter  delivered,  neither the Registration  Statement
nor such prospectus will contain an untrue  statement of a material fact or omit
to state a material fact required to be stated  therein or necessary to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading.

               (10) Use its best  efforts  to cause all of  Marine's  securities
relating  to such  Registration  Statement  to be listed on The Nasdaq  SmallCap
Market,  The Nasdaq National Market, OTC Bulletin Board and any other securities
exchange, quotation system or market, if any, on which similar securities issued
by Remedent are then listed.

               (11) Comply in all material  respects with all  applicable  rules
and regulations of the Commission.

          c. To the extent that a stop order is imposed by the Commission or any
other  circumstance  occurs that prevents or delays Marine's ability to sell any
of his Remedent securities, any time period that favors Marine in this Agreement
shall be  extended  for the amount of time that Marine was unable to sell any of
his Remedent securities.

     3. Proceeds  Protection for 1.4 Million Shares.  Remedent hereby  covenants
        -------------------------------------------
and agrees that Marine  shall  receive no less than  $100,000 in  aggregate  net
proceeds from the sale of the 1.4 Million  Shares,  provided that such sales are
made from  time to time in the open  market in  accordance  with all  applicable
federal and state securities laws. For purposes of this section,  "net proceeds"
shall mean the net dollars  received by Marine after  payment of any  applicable
brokerage commissions, fees, charges, legal fees and the like in connection with
the marketing and sale of the 1.4 Million Shares.  If, upon the earlier to occur
(the "Deadline") of (i) one year from the date that the  Registration  Statement
is declared  effective  covering all of Marine's shares;  and (ii) the date upon
which Marine has sold all 1.4 Million Shares,  Marine has not received  $100,000
in net proceeds, then Remedent shall, at Marine's option, upon written notice to
Remedent,  pay to Marine the amount equal to the difference between $100,000 and
the net proceeds actually received by Marine from the sale of some or all of the
1.4 Million Shares by the Deadline. The Deadline shall be automatically extended
by any time period  where  Remedent  has taken action or failed to act in such a
manner as to prevent,  prohibit or otherwise impede Marine's sales of any of the
1.4 Million Shares (e.g.; a Commission stop order or a voluntary  termination or
suspension of the  effectiveness of the Registration  Statement).  If Marine has
not sold all of his 1.4 Million  Shares by the  Deadline and desires to exercise
his option  hereunder,  then upon  payment of the  entire  amount  then owing to
Marine by Remedent  under this Section 3, Marine agrees to surrender to Remedent
the remaining  shares of the 1.4 Million Shares that he then owns. Any shortfall
owed by Remedent to Marine hereunder shall bear interest at the rate of 10% from
the Deadline until the date paid to Marine. Such interest shall commence accrual
ten (10) days  after  written  notice is sent by  Marine to  Remedent.  The 650K
Shares,  the 100K Shares and the Warrant shall be  unaffected by this  surrender
provision.

     4. Board Appointment. As long as Marine owns or has the right to receive at
        ------------------
least 1,400,000 shares of Remedent securities, Remedent agrees to appoint Marine
to the Board of Directors of Remedent upon Marine's request.

     5. Release. Except as set forth in this Agreement, each party, on behalf of
        -------
itself and its respective agents, attorneys, representatives, heirs, successors,
assigns and each and all of them, hereby releases, acquits, covenants not to sue
and forever  discharges the other and its respective  current and former agents,
attorneys, attorneys' agents,  representatives,  employees, officers, directors,
trustees,  heirs,  successors,   predecessors,   assigns,  parent  corporations,
subsidiaries (each of the foregoing being hereinafter referred to as a "Released
Party") and each and all of them,  of and from any and all  obligations,  debts,
claims,  liabilities,  demands,  and causes of action of every kind,  nature and
description  whatsoever,  whether or not now known,  suspected or claimed, which
they ever  had,  now have or may  hereafter  acquire,  by reason of any  matter,
cause, event, action, inaction, or things whatsoever occurring or arising out of
the 2001 Agreement; provided however, that if Remedent breaches any provision of
this Agreement,  Marine may, upon notice to Remedent,  declare this Agreement to


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be terminated and in such event the 2001 Agreement  would continue in full force
and effect as if it had never been terminated.

     6.  Acknowledgment.  Each  party  understands  and  acknowledges  that this
         ---------------
Agreement  constitutes  a  voluntary  waiver of any and all  rights  and  claims
against  the other  whether  or not they are aware of them.  Each party has also
waived  rights  or  claims  pursuant  to  this  Agreement  and in  exchange  for
consideration.

     Section 1542 of the Civil Code of the State of California provides:

          A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS  WHICH THE CREDITOR  DOES
          NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
          RELEASE,  WHICH  IF KNOWN BY HIM MUST  HAVE  MATERIALLY  AFFECTED  HIS
          SETTLEMENT WITH THE DEBTOR.

     Each party hereby  waives any rights it may have under  Section 1542 of the
California  Civil  Code.  Each  party  acknowledges  and  recognizes  that  this
Agreement  releases  all claims  existing  or arising  with  respect to the 2001
Agreement,   whether  such  claims  are  known  or  unknown  and   suspected  or
unsuspected.  All such claims are forever barred by this  Agreement.  Each party
acknowledges  that it understands  the  significance  and  consequences  of such
release and such specific waiver of Section 1542 of the California Civil Code.

     7.  Severability.  Should any provision,  part or term of this Agreement be
         ------------
held to be invalid or  unenforceable,  the  validity and  enforceability  of the
remaining  parts,  terms and  provisions  shall not be affected  thereby,  and a
suitable and equitable  provision  shall be  substituted to carry out, so far as
may be  enforceable  and  valid,  the  intent  and  purpose  of the  invalid  or
unenforceable provision.

     8. Entire Agreement.  This Agreement  contains the entire agreement between
        ----------------
the parties  relating to the subject  matter hereof and  supersedes any prior or
contemporaneous  agreement  or  understanding,  whether  written  or oral,  with
respect to the subject matter hereof.  Any oral  representation  or modification
concerning this Agreement shall be of no force or effect.  This Agreement can be
modified only by a writing signed by the parties hereto.

     9. Governing Law. It is understood and agreed that this Agreement  shall be
        -------------
construed  for  all  purposes  in  accordance  with  the  laws of the  State  of
California.

     10.  Counterparts.  This Agreement may be signed in  counterparts,  each of
          ------------
which  shall  be  deemed  to be an  original,  but all of which  shall  together
constitute one and the same instrument. A faxed signature shall be valid in lieu
of an  original.  Copies of each signed  counterpart  may be used in lieu of the
originals for any purpose.

     11.  Attorneys'  Fees. If either Party commences an action or proceeding to
          ----------------
determine  or enforce  its  rights  hereunder,  the  prevailing  Party  shall be
entitled  to  recover  from the losing  Party its  reasonable  attorney's  fees,
expenses, and costs.

     12. Due  Authorization.  Each party has all requisite power,  authority and
         ------------------
approvals  required to enter into,  execute and deliver  this  Agreement  and to
perform fully its obligations hereunder and thereunder.

"REMEDENT"
REMEDENT, INC.:

By: /s/ Guy De Vreese
  ----------------------------
Its: Chairman of the Board



"MARINE":

/s/ Jonathan Marine
------------------------------
Jonathan Marine


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