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                                                                 Exhibit 10.2

                                    AGREEMENT

Between

-/ Remedent Professional Holdings,  Inc., 17555 Ventura Blvd. Suite 200, Encino,
CA 91316, United States of America, on the one hand

and

-/ Lausha N.V.,  Kapitteldreef  33, 9830,  Sint-Martens-Latem,  Belgium -/ Robin
List, Boerestraat 13, 9850, Hansbeke, Belgium, on the other hand.

Whereas Remedent Professional Holdings, Inc. has a wholly owned subsidiary named
Remedent N.V., a company under Belgium law.

Whereas Lausha N.V. and Robin List have loaned a combined amount of(euro)310,000
to Remedent N.V.

Whereas  Remedent  Professional  Holdings,  Inc. has asked Lausha N.V. and Robin
List to  convert  the(euro)310,000  into  equity of  Remedent  N.V.  based on an
evaluation and fairness report of a certified Belgium accountant.

Whereas, such an evaluation and fairness opinion was done on January 23rd, 2003
by August Smeyers, certified accountant.

NOW THEREFORE, in consideration of the foregoing premises, and the mutual
covenants contained herein, the parties hereto agree as follows:

(1) The shareholders of Remedent N.V. will be:

          (a) Lausha N.V. with: 7,171 shares
          (b) Remedent Professional Holdings, inc. with: 2,145 shares
          (c) Robin List with: 629 shares
          (d) Kenneth J. Hegemann 55 shares

(2) Remedent  Professional  Holdings,  Inc.  will have an option to buy back the
shares  from  Lausha N.V.  and Robin List at all times  during a 6-month  period
(starting 31/12/2002 and ending 30/06/2003) under the following conditions:

          (a) Full repayment of the converted  amounts  ((euro)285.000 to Lausha
          N.V. and (euro)25,000 to Robin List) and;
          (b)  Payment  of  interest  on these  amounts,  based  on a 7%  yearly
          interest, and;
          (c) Transfer of 919,355 shares of Remedent Professional Holdings, Inc.
          to Lausha N.V. and 80,645 shares to Robin List.

This  Agreement  constitutes  the  entire  agreement  between  the  parties  and
supersedes and replaces any and all prior verbal, written or tacit agreements or
arrangements between the parties.

All disputes  resulting  from or in relation with this Agreement must be settled
by the Courts of Ghent, Belgium.

This  Agreement  is ruled by and  shall be  construed  according  to the laws of
Belgium.

Made in two counterparts, each party acknowledging having received a duly signed
copy.



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IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized representatives on the dates below written.

On behalf of:                             on behalf of:
Remedent Professional Holdings, Inc.      Lausha N.V.

Date:                                     Date:
      ---------------------------------        ---------------------------

City:                                     City:
      ---------------------------------         --------------------------


/s/ Stephen Ross
---------------------------------------   --------------------------------
Stephen Ross                              Guy De Vreese
CFO                                       President


On behalf of:
Robin List

Date:
     ----------------------------------

City:
      ---------------------------------


---------------------------------------
Robin List



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