**Exhibit 10.1****SETTLEMENT AGREEMENT AND RELEASE**     This Settlement Agreement and Release (the “Agreement”) is made by and between P. MichaelWilliams (the “Consultant”) and Remedent, Inc., a Nevada corporation (the “Company”) as of November16, 2006.**RECITALS**     A. The Consultant and the Company have previously entered into a Consulting Agreementeffective as of January 1, 2006 (the “Consulting Agreement”) pursuant to which the Consultantagreed to perform certain consulting and development services relating to the dental and oral caremarkets; and the Company agreed to pay for such services pursuant to the terms and conditions setforth in the Consulting Agreement.     B. The Consultant and the Company have also previously entered into a Non-Qualified StockOption Agreement dated May 29, 2006 relating to a grant of an option to purchase 150,000 shares ofthe Company’s common stock.     C. Disputes between the Consultant and Company have arisen in connection with the ConsultingAgreement, and the Consultant and Company desire to resolve such disputes according to the termsand conditions of this Agreement.     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreementscontained in this Agreement, the parties hereby agree as follows:**AGREEMENT**1. Defined Terms. For all purposes of this Agreement, except as otherwise expresslyprovided herein or otherwise referenced herein, all capitalized terms used herein shall have themeanings attributed to them by the Consulting Agreement.2. Termination of Consulting Period. The parties hereby agree that the Consulting Periodshall terminate concurrently with the execution of this Agreement by both parties (the “EffectiveDate”). As of the Effective Date, the Consultant shall have no obligation to provide the Companywith any consulting and developing services set forth under Section 2 of the Consulting Period; andexcept for the Settlement Payment (as defined below in Section 3 below) the Company shall have noobligation to make any payments to the Consultant.3. Assignment of M-White.     (a) Assignment. The Company hereby assigns and transfers to the Consultant any andall right, title, interest, free and clear of any and all liens and encumbrances, in thedevelopment product known as the M-White which is a musical, sound and harmonic energy toothwhitening system (“M-White”).     (b) Consideration. In consideration for the assignment of the M-White by the Companyto the Consultant, the Consultant hereby surrenders his option to purchase an aggregate of 150,000shares of the Company’s common stock at an exercise price of $2.60 per share (the “Option”), whichwere granted pursuant to the Non-Qualified Stock Option Agreement dated as of May 29, 2006 by andbetween the Consultant and the Company (the “Option Agreement”). As of the Effective Date, theConsultant shall have no rights to the Option and the Option Agreement shall be terminated,cancelled, void and have no effect.Initials                     /                    
 

 
** **4. Payment. Pursuant to the terms and conditions of this Agreement, the Company herebyagrees to pay the Consultant $65,000 (the “Settlement Payment”), which Settlement Payment shall bepaid in the form of wire transfer which shall be initiated no later than two (2) business daysfollowing the Effective Date. In consideration for the Settlement Payment by the Company to theConsultant, the Consultant hereby compromises and settles any and all past, present, or futureclaims, demands, obligations, or causes of action for compensatory or punitive damages, costs,losses, expenses, and compensation, whether based on tort, contract, or other theories of recovery,that the Consultant now has or may hereafter have against the Company, its successor in interest,heirs, and assigns arising from the subject matter of the Consulting Agreement and the relatedConfidentiality Agreement; and releases all claims referenced in this Agreement; and agrees thatthis Agreement shall constitute a bar to all such claims.5. General Release and Unknown Claims.     a. Release and Discharge. The Consultant acknowledges that he enters this Agreementfreely and voluntarily. The Consultant hereby irrevocably and unconditionally releases and foreverdischarges the Company, its respective officers, agents, shareholders, directors, supervisors,attorney, agents, related entities, representatives, employees, affiliates and its successors andassigns and all persons acting by, through, under or in concert with any of them from any and allcharges, complaints, grievances, claims, actions, and liabilities of any kind (including attorneys’fees, interest, expenses and costs actually incurred) of any nature whatsoever, known or unknown,suspected or unsuspected (hereinafter referred to as “Claims”), which the Consultant had, has ormay have in the future, arising out of the Consultant’s relationship, in whatever capacity, withthe Company. All such Claims are forever barred by this Agreement and without regard to whetherthese Claims are based on tort, contract, other theories of recovery or any claim or cause ofaction regardless of the forum in which it may be brought.     b. Waiver of Section 1542 of the Civil Code. The Consultant hereby certifies that hehas read the following provisions of Section 1542 of the Civil Code of the State of California(“Section 1542”) and understands that the release and discharge he is giving pursuant to thisAgreement covers and includes all claims whether based upon contract, tort, statute or any otherlegal or equitable theory of recovery, whether known or unknown, suspected or unsuspected, maturedor not matured, fixed or contingent, and whether due in the past, present or future and he hereby**EXPRESSLY WAIVES ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542. SECTION 1542 PROVIDES ASFOLLOWS:****“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXISTIN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLYAFFECTED HIS OR HER OR HER SETTLEMENT WITH THE DEBTOR.”**Consultant’s Initials                    6. Return of Company Property. The Consultant represents and warrants that he has returnedor will return to the Company all of the Company’s Confidential Information in tangible form,including any memoranda, customer lists, notes, records, reports, manuals and files in any media,including electronic, and other documents (including extracts and copies thereof) relating to theCompany, that Consultant may have in Consultant’s possession or control; and he has destroyed anyelectronic copies of such Confidential Information.7. Actions Contrary to Law. Nothing contained in this Agreement shall be construed torequire the commission of any act contrary to law, and whenever there is any conflict between anyprovision of thisInitials                     /                    
 

 
** **Agreement and any statute, law, ordinance, or regulation, contrary to which the parties have nolegal right to contract, then the latter shall prevail; but in such event, the provisions of thisAgreement so affected shall be curtailed and limited only to the extent necessary to bring itwithin legal requirements. In the event that any provision of this Agreement should be held to bevoid, voidable or unenforceable, the remaining portions hereof shall remain in full force andeffect.8. Effect of Agreement. Except as expressly modified by the provisions hereof, theConsulting Agreement and the Confidentiality Agreement is in all respects ratified and confirmed,and shall continue in full force and effect in accordance with their respective terms. To theextent that there are any inconsistencies among this Agreement and the Consulting Agreement and theOption Agreement, the terms and provisions of this Agreement shall prevail.9. Entire Agreement. The Consulting Agreement, Confidentiality Agreement and thisAgreement, taken as a whole, shall supersede any and all agreements, either oral or written,between the parties with respect to their subject matter. Each Party acknowledges that norepresentations, inducements, promises, or agreements, orally or otherwise, have been made by anyparty or anyone acting on behalf of any party, which are not embodied herein, in the ConsultingAgreement or the Confidentiality Agreement and that no other agreement, statement, or promise shallbe valid or binding.10. Confidentiality; No Public Announcement. The Consultant hereby agrees not to disclosethe details of the transactions covered by this Agreement or the Consulting Agreement, directly orindirectly, under any circumstances or by any means to any third party or make any public statementregarding the transactions contemplated hereby, with the prior written consent of the Company,except as required by law.11. Governing Law. This Agreement shall be governed by and construed in accordance withthe laws of the State of California, without regard to conflicts of laws principles.12. Jurisdiction. The parties hereby consent to the exclusive jurisdiction of the stateand federal courts sitting in California in the venue of Sacramento County in any action on a claimarising out of, under or in connection with this Agreement or the transactions contemplated by thisAgreement.13. Attorneys’ Fees. In the event of any litigation, arbitration, or other proceedingarising out of this Agreement, or the parties’ performance as outlined herein, the prevailing partyshall be entitled to an award of costs, including an award of reasonable attorneys’ fees. Anyjudgment, order, or award entered in any such proceeding shall designate a specific sum as such anaward of attorneys’ fees and costs incurred. This attorneys’ fee provision is intended to beseverable from the other provisions of this Agreement, shall survive any judgment or order enteredin any proceeding and shall not be deemed merged into any such judgment or order, so that suchfurther fees and costs as may be incurred in the enforcement of an award or judgment or indefending it on appeal shall likewise be recoverable by further order of a court or panel or in aseparate action as may be appropriate.14. Amendment; Waiver. No amendment or variation of the terms of this Agreement shall bevalid unless made in writing and signed by the Consultant and the Company. A waiver of any term orcondition of this Agreement shall not be construed as a general waiver by the Company. Failure ofeither the Consultant or the Company to enforce any provision or provisions of this Agreement shallnot waive any enforcement of any continuing breach of the same provision or provisions or anybreach of any provision or provisions of this Agreement.15. Acknowledgement/Ambiguities. The parties have read this Agreement and they are fullyaware of and understand its contents and its legal effect. Accordingly, the parties agree thatthis Agreement shall notInitials                     /                    
 

 
** **be construed against a party and that the usual rule of construction that an agreement is construedagainst the party which drafted it shall not apply.16. Parties Effected. This Agreement and the promises and covenants herein shall bebinding upon, inure to the benefit of, and be enforceable by the officers, directors, shareholders,employees, parties, affiliates, representatives, heirs, beneficiaries, successors, spouses andassigns of each of the parties hereto.17. Voluntary. Each party acknowledges that it enters into this Agreement freely andvoluntarily and is not acting under coercion, duress, menace, economic compulsion, not is enteringinto this Agreement because of any supposed disparity in any bargaining power; rather, each isfreely and voluntarily signing this Agreement for its or his own benefit. Each party signing thisAgreement warrants he or it has full authority to execute this Agreement and agrees to be bound byits terms.18. Counterparts. This Agreement may be signed in one or more counterparts (by facsimileor otherwise), all of which shall be treated as one and the same instrument.     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forthbelow.               **THE CONSULTANT**  Dated:               P. MICHAEL WILLIAMS, an individual                            **THE COMPANY**             Dated:     REMEDENT, INC.                              By:                  Robin List, President  Initials                     /