**SECURITIES PURCHASEAGREEMENT**

                           This SECURITIESPURCHASE AGREEMENT (“Agreement”), dated as of April 25, 2001, is by and betweenDental Advisors, a Nebraska corporation, ("Purchaser"), and RemedentUSA, Inc., a Nevada corporation (“Seller”) (collectively, the “Parties”).

**W I T N E S S E T H**

                           WHEREAS, Seller hasoffered for sale to Purchaser units of its securities (the “Units”), each unitconsisting of one share of common stock (the “Shares”) and one warrantexercisable at $0.25 for a term of five years (the “Warrants”), at a purchaseprice of $0.25 per Unit (the “Purchase Price”).

                           WHEREAS, Sellerdesires to sell to Purchaser and Purchaser desires to purchase from Seller,Units upon the terms and conditions set forth herein.

                           NOW THEREFORE, inconsideration of the promises and respective mutual agreements hereincontained, it is agreed by and between the Parties hereto as follows:

**ARTICLE 1SALE AND PURCHASE OF THE UNITS**

                           1.1        Sale of the Units.  Upon execution of this Agreement (the"Closing"), subject to the terms and conditions herein set forth, andon the basis of the representations, warranties and agreements hereincontained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase fromSELLER, the Units.

                           1.2        Instruments of Conveyance and Transfer.  As soon as practicable after the Closing,SELLER shall deliver a certificate or certificates representing the Units ofSELLER to PURCHASER sufficient to transfer all right, title and interest in theUnits to PURCHASER.

                           1.3        Consideration and Payment for theUnits.  In consideration for theUnits, PURCHASER shall pay a purchase price of a total of Three Hundred andThirteen Thousand dollars ($313,000.00) ($0.25 per Unit) (“Purchase Price”).

**ARTICLE 2REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER**

                           2.1        Seller hereby represents and warrantsthat:

                                        (a)         This Agreement and the Units issuablehereunder have been duly authorized by the appropriate corporate action ofSeller.

                                        (b)        Seller shall transfer title, in and tothe Units to Purchaser free and clear of all liens, security interests,pledges, encumbrances, charges, restrictions, demands and claims, of any kindand nature whatsoever, whether direct or indirect or contingent.

                                        (c)         As soon as practicable after eachClosing, Seller shall deliver to Purchaser a certificate or certificatesrepresenting the Units subject to no liens, security interests, pledges,encumbrances, charges, restrictions, demands or claims in any other partywhatsoever, except as set forth in the legend on the certificate, which legendshall provide as follows:

THE SHARES (OR OTHER SECURITIES) REPRESENTED BYTHIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933.  THE SHARES MAY NOT BE SOLD ORTRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THATAN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

 

                                        (d)        Purchaser acknowledges that the Unitswill be “restricted securities” (as such term is defined in Rule 144promulgated under the Securities Act of 1933, as amended (“Rule 144"),that the Units will include the foregoing restrictive legend, and, except asotherwise set forth in this Agreement, that the Units cannot be sold unlessregistered with the United States Securities and Exchange Commission (“SEC”)and qualified by appropriate state securities regulators, or unless Purchaserobtains written consent from Seller and otherwise complies with an exemptionfrom such registration and qualification (including, without limitation,compliance with Rule 144).

                                        (e)         If the Company at any time proposes toregister any of its securities under the Act, except on a registrationstatement on Form S-8 or Form S-4, the Company will use its best efforts tocause the Shares, and the shares of common stock issuable upon exercise of theWarrants (the “Warrant Shares”) owned by Holder to be registered under the Act(with the securities which the Company at the time propose to register), all tothe extent requisite to permit the sale or other disposition by the Holder(Piggyback Registration Rights); provided, however, that the Company may, as acondition precedent to its effecting such registration, require the Holder toagree with the Company and the managing underwriter or underwriters of theoffering to be made by the Company in connection with such registration thatthe Holder will not sell any securities of the same class or convertible intothe same class as those registered by the Company (including any class intowhich the securities registered by the Company are convertible) for such reasonableperiod after such registration becomes effective as shall then be specified inwriting by such underwriter or underwriters if in the opinion of suchunderwriter or underwriters the Company's offering would be materiallyadversely affected in the absence of such an agreement (“underwriter’slock-up”).  Additionally, the managingunderwriter or underwriters of the offering to be made by the Company inconnection with such registration may require that Holder enter into anagreement with the Company that only a percentage of the shares of common stockunderlying the Warrants owned by Holder be registered on such registrationstatement if in the opinion of such underwriter or underwriters the Company'soffering would be materially adversely affected in the absence of such anagreement (“underwriter’s carve-out”). All expenses incurred by the Company in complying with this Section,including without limitation all registration and filing fees, listing fees,printing expenses, fees and disbursements of all independent accounts, orcounsel for the Company and or counsel for the Holder and the expense of anyspecial audits incident to or required by any such registration and theexpenses of complying with the securities or blue sky laws of any jurisdictionshall be paid by the Company. Notwithstanding the foregoing, Holder shall pay all underwritingdiscounts or commissions with respect to any securities sold by the Holder.

                                                     (i)          In the event of any registration ofany of its securities under the Act pursuant to this Section, the Companyhereby indemnifies and holds harmless the Holder (which phrase shall includeany underwriters of such securities), their respective directors and officers,and each other person who participates, in the offering of such securities andeach other person, if any, who controls the Holder, or such participatingpersons within the meaning of the Act, against any losses, claims, damages orliabilities, joint or several, to which each the Holder or any such director orofficer or participating person or controlling person may become subject underthe Act or otherwise, insofar as such losses, claims, damages or liabilities(or actions in respect thereof) arise out of or are based upon any untruestatement or alleged untrue statement of any material fact contained, on theeffective date thereof, in any registration statement under which suchsecurities were registered under the Act, any preliminary prospectus or finalprospectus contained therein, or any amendment or supplement thereto, or ariseout of or are based upon any omission or alleged omission to state therein anmaterial fact required to be stated therein or necessary to make the statementstherein not misleading; and will reimburse each the Holder and each director,officer or participating or controlling person for any legal or any otherexpenses reasonably incurred by the Holder or such director, officer orparticipating or controlling person in connection with investigating ordefending any such loss, claim, damage, liability or action; provided, however,that the Company shall not be liable in any such case to the extent that anysuch loss, claim, damage or liability arises out of is based upon an untruestatement or alleged untrue statement or omission or alleged omission made insuch registration statement, preliminary prospectus or prospectus or amendmentor supplement in reliance upon and in conformity with written informationfurnished to the Company through an instrument duly executed by the Holderspecifically stating that it is for use therein.  Such indemnity shall remain in full force and effect regardlessof any investigation made by or on behalf of the Holder or such directors,officer or participating or controlling person, and shall survive the transferof such securities by the Holder.

 

                                                     (ii)         The Holder shall by acceptance thereof,indemnify and hold harmless the Company and its directors and officers, andeach person, if any who controls the Company, against any losses, claims,damages or liabilities, joint or several, to which the Company or any directoror officer or any such person may become subject under the Act or otherwise,insofar as such losses, claims, damages or liabilities (or actions in respectthereof) arise out of or are based upon any untrue statement or alleged untruestatement of any material fact contained, on the effective date thereof, in anyregistration statement under which securities were registered under the Act atthe request of such holder, any preliminary prospectus or final prospectuscontained therein, or any amendment or supplement thereto, or arise out of orare based upon the omission or alleged omission to state therein a materialfact required to be stated therein or necessary to make the statements thereinnot misleading, in each case to the extent, but only to the extent, that suchuntrue statement or alleged untrue statement or omission or alleged omissionwas made in such registration statement, preliminary prospectus, prospectus,amendment or supplement in reliance upon and in conformity with writteninformation furnished to the Company through an instrument duly executed by oron behalf of such holder specifically stating that it is for use therein; andwill reimburse the Company or such director, officer or person for any legal orany other expense reasonably incurred in connection with investigation ordefending any such loss, claim, damage, liability or action.

                                        (f)         If the Company shall be subject to thereporting requirements of the Securities Exchange Act of 1934, as amended (the"1934 Act"), the Company will use its best efforts timely to file allreports required to be filed from time to time with the SEC (including but notlimited to the reports under Section 13 and 15(d) of the 1934 Act referred to insubparagraph (c)(1) of Rule 144 adopted by the SEC under the Act).  If there is a public market for anysecurities of the Company at any time that the Company is not subject to thereporting requirements of either of said Section 13 or 15(d), the Company will,upon the request of Holder, use its best efforts to make publicly available theinformation concerning the Company referred to in subparagraph (c)(2) of saidRule 144.  The Company will furnish toHolder, promptly upon request, (i) a written statement of the Company'scompliance with the requirements of subparagraphs (c)(1) or (c)(2), as the casemay be, of said Rule 144, and (ii) written information concerning the Companysufficient to enable Holder to complete any Form 144 required to be filed withthe SEC pursuant to said Rule 144.

                           2.2        Purchaser represents and warrants toSeller as follows:

                                        (a)         Purchaser has adequate means ofproviding for current needs and contingencies, has no need for liquidity in theinvestment, and is able to bear the economic risk of an investment in the Unitsoffered by Seller of the size contemplated. Purchaser represents that Purchaser is able to bear the economic risk ofthe investment and at the present time could afford a complete loss of suchinvestment.  Purchaser has had a fullopportunity to inspect the books and records of the Seller and to make any andall inquiries of Seller officers and directors regarding the Seller and itsbusiness as Purchaser has deemed appropriate.

                                        (b)        Purchaser is an “Accredited Investor” asdefined in Regulation D of the Securities Act of 1933 (the “Act”) or Purchaser,either alone or with Purchaser’s professional advisers who are unaffiliatedwith, have no equity interest in and are not compensated by Seller or anyaffiliate or selling agent of Seller, directly or indirectly, has sufficientknowledge and experience in financial and business matters that Purchaser iscapable of evaluating the merits and risks of an investment in the Unitsoffered by Seller and of making an informed investment decision with respectthereto and has the capacity to protect Purchaser’s own interests in connectionwith Purchaser’s proposed investment in the Units.

                                        (c)         Purchaser is acquiring the Units solelyfor Purchaser’s own account as principal, for investment purposes only and notwith a view to the resale or distribution thereof, in whole or in part, and noother person or entity has a direct or indirect beneficial interest in suchUnits.

                                        (d)        Purchaser will not sell or otherwisetransfer the Units without registration under the Act or an exemption therefromand fully understands and agrees that Purchaser must bear the economic risk ofPurchaser’s purchase for an indefinite period of time because, among otherreasons, the Units have not been registered under the Act or under thesecurities laws of any state and, therefore, cannot be resold, pledged,assigned or other­wise disposed of unless they are subsequently registeredunder the Act and under the applicable securities laws of such states or unlessan exemption from such registration is available.

**ARTICLE 3MISCELLANEOUS**

                           3.1        Entire Agreement.  This Agreement sets forth the entireagreement and understanding of the Parties hereto with respect to thetransactions contemplated hereby, and supersedes all prior agreements,arrangements and understandings related to the subject matter hereof.  No understanding, promise, inducement,statement of intention, representation, warranty, covenant or condition,written or oral, express or implied, whether by statute or otherwise, has beenmade by any party hereto which is not embodied in this Agreement or the writtenstatements, certificates, or other documents delivered pursuant hereto or inconnection with the transactions contemplated hereby, and no party hereto shallbe bound by or liable for any alleged understanding, promise, inducement,statement, representation, warranty, covenant or condition not so set forth.

                           3.2        Notices.  Any notice, request, instruction, or otherdocument required by the terms of this Agreement, or deemed by any of theParties hereto to be desirable, to be given to any other party hereto shall bein writing and shall be given by facsimile, personal delivery, overnightdelivery, or mailed by registered or certified mail, postage prepaid, with returnreceipt requested, to the following addresses:

| To  Purchaser: | Dental Advisors, Inc.               |
|----------------|-------------------------------------|
|                | 314 North 4th Street                |
|           | Newman Grove, NE 68758              |
|           | Fax: (402) 447-6009                 |
|           | Attn: Dr. Edward Quincy             |
|           |                                |
| To  Seller:    | Remedent USA, Inc.                  |
|                | 1220 Birch Way                      |
|           | Escondido, CA   92027          |
|           | Fax:   (760) 781-3330          |
|           | Attn: Rebecca M. Inzunza, President |
|           |                                |
|           |                                |
| With  Copy To: | Senn Palumbo Meulemans, LLP         |
|                | 18301 Von Karman, Suite 850         |
|           | Irvine, CA   92612             |
|           | Fax: (949) 251-1331                 |
|           | Attn: Lynne Bolduc, Esq.            |
|           |                                |

The persons andaddresses set forth above may be changed from time to time by a notice sent asaforesaid.  If notice is given byfacsimile, personal delivery, or overnight delivery in accordance with theprovisions of this Section, said notice shall be conclusively deemed given atthe time of such delivery.  If notice isgiven by mail in accordance with the provisions of this Section, such noticeshall be conclusively deemed given seven days after deposit thereof in theUnited States mail.

                           3.3        Waiver and Amendment.  Any term, provision, covenant,representation, warranty or condition of this Agreement may be waived, but onlyby a written instrument signed by the party entitled to the benefitsthereof.  The failure or delay of anyparty at any time or times to require performance of any provision hereof or toexercise its rights with respect to any provision hereof shall in no manneroperate as a waiver of or affect such party's right at a later time to enforcethe same.  No waiver by any party of anycondition, or of the breach of any term, provision, covenant, representation orwarranty contained in this Agreement, in any one or more instances, shall bedeemed to be or construed as a further or continuing waiver of any suchcondition or breach or waiver of any other condition or of the breach of anyother term, provision, covenant, representation or warranty.  No modification or amendment of thisAgreement shall be valid and binding unless it be in writing and signed by allParties hereto.

                           3.4        Choice of Law.  This Agreement and the rights of the Partieshereunder shall be governed by and construed in accordance with the laws of theState of California including all matters of construction, validity,performance, and enforcement and without giving effect to the principles ofconflict of laws.

                          3.5        Jurisdiction.  The Parties submit to the jurisdiction ofthe Courts of the County of Orange, State of California or a Federal Courtempanelled in the State of California for the resolution of all legal disputesarising under the terms of this Agreement, including, but not limited to,enforcement of any arbitration award.

 

                           3.6        Counterparts.  This Agreement may be executed in one ormore counterparts, each of which shall be deemed an original, but all of whichshall together constitute one and the same instrument.

                           3.7        Attorneys' Fees.  Except as otherwise provided herein, if adispute should arise between the Parties including, but not limited toarbitration, the prevailing party shall be reimbursed by the non-prevailingparty for all reasonable expenses incurred in resolving such dispute, includingreasonable attorneys' fees exclusive of such amount of attorneys' fees as shallbe a premium for result or for risk of loss under a contingency feearrangement.

                           3.8        Taxes.  Any income taxes required to be paid in connection with thepayments due hereunder, shall be borne by the party required to make suchpayment.  Any withholding taxes in thenature of a tax on income shall be deducted from payments due, and the partyrequired to withhold such tax shall furnish to the party receiving such paymentall documentation necessary to prove the proper amount to withhold of suchtaxes and to prove payment to the tax authority of such required withholding.

                           IN WITNESS WHEREOF,the Parties hereto have executed this Agreement, as of the date first writtenhereinabove.

**Seller**

| Remedent USA, Inc.,                  |   |
|--------------------------------------|--------|
| a Nevada corporation                 |   |
|                                 |   |
|    /s/  Rebecca M. Inzunza |   |
|                                      |   |
| By: Rebecca M. Inzunza               |   |
| Its:   President and CEO        |   |

** **

**Purchaser**

| **PLEASE CHECK ONE:**                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|---------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| I.   If  I am an individual, I certify that I am an "accredited investor"  because: |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|                                                                                                    |      X      I had an individual income of more than $200,000 in each of the  two most recent calendar years, and I reasonably expect to have an individual  income in excess of $200,000 in the current calendar year; or my spouse and I  had joint income in excess of $300,000 in each of the two most recent  calendar years, and we reasonably expect to have a joint income in excess of  $300,000 in the current calendar year. |
|                                                                                                    | **OR**                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                    | _______ I have an individual net worth, or my  spouse and I have a joint net worth, in excess of $1,000,000 (including home  and personal property).                                                                                                                                                                                                                                                                                                                           |
|                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |        |  |

II.          If PURCHASER is a corporation,partnership, employee benefit plan or IRA, it certifies as follows:A.         Has the subscribing entity beenformed for the specific purpose of investing in the Securities?

             o  **YES**           ** **ý**   NO**

If your answerto question A is "No" CHECK whichever of the following statements (1–5)is applicable to you.  If your answer toquestion A is "Yes" the subscribing entity must be able tocertify to statement **(B)** below inorder to qualify as an "accredited investor".

             The undersigned entity certifies that itis an "accredited investor" because it is:

**1**. _______ an employee benefit plan withinthe meaning of Title I of the Employee Retirement Income Security Act of1974, provided that the investment decision is made by a plan fiduciary, asdefined in section 3(21) of such Act, and the plan fiduciary is a bank,savings and loan association, insurance company or registered investmentadviser; **or**

**2**. _______ an employee benefit plan withinthe meaning of Title I of the Employee Retirement Income Security Act of1974 that has total assets in excess of $5,000,000; **or**

**3**.___X___ each of its shareholders,partners, or beneficiaries meets at least one of the following conditionsdescribed above under INDIVIDUAL ACCREDITED INVESTOR STATUS. Please also CHECK the appropriate space in that section; **or**

**4**._______ the plan is a self directedemployee benefit plan and the investment decision is made solely by a personthat meets at least one of the conditions described above under INDIVIDUALACCREDITED INVESTOR STATUS;**or**

**5**._______ a corporation, a partnership ora Massachusetts or similar business trust with total assets in excess of$5,000,000.

**B.**         If the answer to Question A aboveis "Yes," please certify the statement below is true and correct:

             _______The undersigned entity certifies that it is an accredited investor because eachof its shareholder or beneficiaries meets at least one of the followingconditions described above under INDIVIDUAL ACCREDITEDINVESTOR STATUS.  Please also CHECK the appropriate space inthat section.

**III.  **IfPURCHASER is a Trust, it certifies as follows:

A.         Has the subscribing entity been formedfor the specific purpose of investing in the Securities?

                           o  **YES                                                                           **o**  NO**

If your answerto question A is "No" CHECK whichever of the followingstatements (1–3) is applicable to the subscribing entity.  If your answer to question A is"Yes" the subscribing entity must be able to certify to the statement**(3)** below in order to qualify asan "accredited investor".

                The undersigned trustee certifies that the trust is an "accreditedinvestor" because:

_______**1)**the trust has total assets in excess of $5,000,000 and the investment decisionhas been made by a "sophisticated person"; **or**

_______**2)**the trustee making the investment decision on its behalf is a bank (as definedin Section 3(a)(2) of the Act), a saving and loan association or otherinstitution as defined in Section 3(a)(5)(A) of the Securities Act, actingin its fiduciary capacity; **or**

_______**3)**the undersigned trustee certifies that the trust is an accredited investorbecause the grantor(s) of the trust may revoke the trust at any time and regaintitle to the trust assets and has (have) retained sole investment control overthe assets of the trust and the (each) grantor(s) meets at least one of thefollowing conditions described above under INDIVIDUAL ACCREDITEDINVESTOR STATUS.  Please also CHECK the appropriate space inthat section.

Print Name:        Dental Advisors, Inc.

    /s/ Dr. Edward Quincy

----

             Dr. Edward Quincy

Address:  314 North 4th Street, NewmanGrove, NE 68758Social Security/Tax I.D. Number : 33-0962995

**WARRANT AGREEMENT**

                           This WARRANTAGREEMENT (this "Agreement") is made and entered into as of April 25,2001, between REMEDENT USA, INC., a Nevada corporation (the"Company") and Dental Advisors, a Nebraska corporation("Holder").

**R E CI T A L S**

                           WHEREAS, the Companyproposes to issue to Holder 1,252,000 warrants (the "Warrants"), eachsuch Warrant entitling the holder thereof to purchase one share of Common Stockof the Company (the "Exercise Shares," "Shares," or the"Common Stock"); and

                           WHEREAS, the Warrantswhich are the subject of this Agreement will be issued by the Company to Holderas part of consideration payable to Holder in connection with an investment bythe Holder into the Company pursuant to a Securities Purchase Agreement on evendate herewith.

                           NOW, THEREFORE, inconsideration of the premises and the mutual agreements herein set forth, theParties hereto agree as follows:

**A G R E E M E N T**

 

                           1.          Warrant Certificates.  The warrant certificates to be deliveredpursuant to this Agreement (the "Warrant Certificates") shall be inthe form set forth in Exhibit A, attached hereto and made a part hereof, withsuch appropriate insertions, omissions, substitutions and other variations asare required or permitted by this Warrant Agreement.

                           2.          Right to Exercise Warrants.  Each Warrant may be exercised from the dateof this Agreement until 5:00 P.M. (Pacific time) on April 25, 2006 (the"Expiration Date").

                           Each Warrant notexercised on or before the Expiration Date shall expire.  Each Warrant shall entitle its holder topurchase from the Company one share of Common Stock at an exercise price of$0.25 per share, subject to adjustment as set forth below ("ExercisePrice").

                           The Company shall notbe required to issue fractional shares of capital stock upon the exercise ofthis Warrant or to deliver Warrant Certificates, which evidence fractionalshares of capital stock.  In the eventthat a fraction of an Exercise Share would, except for the provisions of thisparagraph 2, be issuable upon the exercise of this Warrant, the Company shallpay to the Holder exercising the Warrant an amount in cash equal to suchfraction multiplied by the current market value of the Exercise Share.  For purposes of this Agreement, the currentmarket value shall be determined as follows:

                                        (a)         if the Exercise Shares are traded inthe over-the-counter market and not on any national securities exchange and notin the NASDAQ Reporting System, the average of the mean between the last bidand asked prices per share, as reported by the National Quotation Bureau, Inc.,or an equivalent generally accepted reporting service, for the last businessday prior to the date on which this Warrant is exercised, or, if not soreported, the average of the closing bid and asked prices for an Exercise Shareas furnished to the Company by any member of the National Association ofSecurities Dealers, Inc., selected by the Company for that purpose.

                                        (b)        if the Exercise Shares are listed ortraded on a national securities exchange or in the NASDAQ Reporting System, theclosing price on the principal national securities exchange on which they areso listed or traded or in the NASDAQ Reporting System, as the case may be, onthe last business day prior to the date of the exercise of this Warrant.  The closing price referred to in this Clause(b) shall be the last reported sales price or, in case no such reported saletakes place on such day, the average of the reported closing bid and asked prices,in either case on the national securities exchange on which the Exercise Sharesare then listed or in the NASDAQ Reporting System; or

                                        (c)         if no such closing price or closing bidand asked prices are available, as determined in any reasonable manner as maybe prescribed by the Board of Directors of the Company.                           3.          Mutilated or Missing WarrantCertificates.  In case any of theWarrant Certificates shall be mutilated, lost, stolen or destroyed prior to itsexpiration date, the Company shall issue and deliver, in exchange and substitutionfor and upon cancellation of the mutilated Warrant Certificate, or in lieu ofand in substitution for the Warrant Certificate lost, stolen or destroyed, anew Warrant Certificate of like tenor and representing an equivalent right orinterest.
                           4.          Reservation of Shares.  The Company will at all times reserve andkeep available, free from preemptive rights, out of the aggregate of itsauthorized but unissued Shares or its authorized and issued Shares held in itstreasury for the purpose of enabling it to satisfy its obligation to issueShares upon exercise of Warrants, the full number of Shares deliverable uponthe exercise of all outstanding Warrants.

                           The Company covenantsthat all Shares which may be issued upon exercise of Warrants will be validlyissued, fully paid and nonassessable outstanding Shares of the Company.

                           5.          Rights of Holder.  The Holder shall not, by virtue of anythingcontained in this Warrant Agreement or otherwise, prior to exercise of thisWarrant, be entitled to any right whatsoever, either in law or equity, of astockholder of the Company, including without limitation, the right to receivedividends or to vote or to consent or to receive notice as a shareholder inrespect of the meetings of shareholders or the election of directors of theCompany of any other matter.

                           6.          Investment Intent.  Holder represents and warrants to theCompany that Holder is acquiring the Warrants for investment and with nopresent intention of distributing or reselling any of the Warrants.

                           7.          Certificates to Bear Language.  The Warrants and the certificate orcertificates therefor shall bear the following legend by which each holdershall be bound:

"THEWARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK (OROTHER SECURITIES) ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDERTHE SECURITIES ACT OF 1933.  THE SHARESMAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION ORTRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THATAN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE."

                           The Shares and thecertificate or certificates evidencing any such Shares shall bear the followinglegend:

"THESHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCHREGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDERSUCH ACT IS AVAILABLE."

                           Certificates forWarrants without such legend shall be issued if such warrants or shares aresold pursuant to an effective registration statement under the Securities Actof 1933 (the "Act") or if the Company has received an opinion fromcounsel reasonably satisfactory to counsel for the Company, that such legend isno longer required under the Act.

                           8.          Piggyback Registration Rights.  If the Company at any time proposes toregister any of its securities under the Act, except on a registrationstatement on Form S-8 or Form S-4, the Company will use its best efforts to causeall of the shares of common stock underlying the Warrants owned by Holder to beregistered under the Act (with the securities which the Company at the timepropose to register), all to the extent requisite to permit the sale or otherdisposition by the Holder; provided, however, that the Company may, as acondition precedent to its effecting such registration, require the Holder toagree with the Company and the managing underwriter or underwriters of theoffering to be made by the Company in connection with such registration thatthe Holder will not sell any securities of the same class or convertible intothe same class as those registered by the Company (including any class intowhich the securities registered by the Company are convertible) for such reasonableperiod after such registration becomes effective as shall then be specified inwriting by such underwriter or underwriters if in the opinion of suchunderwriter or underwriters the Company's offering would be materiallyadversely affected in the absence of such an agreement (“underwriter’slock-up”).  Additionally, the managingunderwriter or underwriters of the offering to be made by the Company inconnection with such registration may require that Holder enter into anagreement with the Company that only a percentage of the shares of common stockunderlying the Warrants owned by Holder be registered on such registrationstatement if in the opinion of such underwriter or underwriters the Company'soffering would be materially adversely affected in the absence of such anagreement (“underwriter’s carve-out”). All expenses incurred by the Company in complying with this Section,including without limitation all registration and filing fees, listing fees,printing expenses, fees and disbursements of all independent accounts, orcounsel for the Company and or counsel for the Holder and the expense of anyspecial audits incident to or required by any such registration and theexpenses of complying with the securities or blue sky laws of any jurisdictionshall be paid by the Company. Notwithstanding the foregoing, Holder shall pay all underwritingdiscounts or commissions with respect to any securities sold by the Holder.

                                        (a)         Indemnification.

                                                     (i)          In the event of any registration ofany of its securities under the Act pursuant to this Section, the Companyhereby indemnifies and holds harmless the Holder (which phrase shall includeany underwriters of such securities), their respective directors and officers,and each other person who participates, in the offering of such securities andeach other person, if any, who controls the Holder, or such participatingpersons within the meaning of the Act, against any losses, claims, damages orliabilities, joint or several, to which each the Holder or any such director orofficer or participating person or controlling person may become subject underthe Act or otherwise, insofar as such losses, claims, damages or liabilities(or actions in respect thereof) arise out of or are based upon any untruestatement or alleged untrue statement of any material fact contained, on theeffective date thereof, in any registration statement under which suchsecurities were registered under the Act, any preliminary prospectus or finalprospectus contained therein, or any amendment or supplement thereto, or ariseout of or are based upon any omission or alleged omission to state therein anmaterial fact required to be stated therein or necessary to make the statementstherein not misleading; and will reimburse each the Holder and each director,officer or participating or controlling person for any legal or any otherexpenses reasonably incurred by the Holder or such director, officer orparticipating or controlling person in connection with investigating ordefending any such loss, claim, damage, liability or action; provided, however,that the Company shall not be liable in any such case to the extent that anysuch loss, claim, damage or liability arises out of is based upon an untruestatement or alleged untrue statement or omission or alleged omission made insuch registration statement, preliminary prospectus or prospectus or amendmentor supplement in reliance upon and in conformity with written informationfurnished to the Company through an instrument duly executed by the Holderspecifically stating that it is for use therein.  Such indemnity shall remain in full force and effect regardlessof any investigation made by or on behalf of the Holder or such directors,officer or participating or controlling person, and shall survive the transferof such securities by the Holder.

                                                     (ii)         The Holder shall by acceptance thereof,indemnify and hold harmless the Company and its directors and officers, andeach person, if any who controls the Company, against any losses, claims, damagesor liabilities, joint or several, to which the Company or any director orofficer or any such person may become subject under the Act or otherwise,insofar as such losses, claims, damages or liabilities (or actions in respectthereof) arise out of or are based upon any untrue statement or alleged untruestatement of any material fact contained, on the effective date thereof, in anyregistration statement under which securities were registered under the Act atthe request of such holder, any preliminary prospectus or final prospectuscontained therein, or any amendment or supplement thereto, or arise out of orare based upon the omission or alleged omission to state therein a materialfact required to be stated therein or necessary to make the statements thereinnot misleading, in each case to the extent, but only to the extent, that suchuntrue statement or alleged untrue statement or omission or alleged omissionwas made in such registration statement, preliminary prospectus, prospectus,amendment or supplement in reliance upon and in conformity with writteninformation furnished to the Company through an instrument duly executed by oron behalf of such holder specifically stating that it is for use therein; andwill reimburse the Company or such director, officer or person for any legal orany other expense reasonably incurred in connection with investigation ordefending any such loss, claim, damage, liability or action.

                                        (b)        Rule 144.  If the Company shall be subject to the reporting requirements of theSecurities Exchange Act of 1934, as amended (the "1934 Act"), theCompany will use its best efforts timely to file all reports required to befiled from time to time with the SEC (including but not limited to the reportsunder Section 13 and 15(d) of the 1934 Act referred to in subparagraph (c)(1)of Rule 144 adopted by the SEC under the Act). If there is a public market for any securities of the Company at anytime that the Company is not subject to the reporting requirements of either ofsaid Section 13 or 15(d), the Company will, upon the request of Holder, use itsbest efforts to make publicly available the information concerning the Companyreferred to in subparagraph (c)(2) of said Rule 144.  The Company will furnish to Holder, promptly upon request, (i) awritten statement of the Company's compliance with the requirements ofsubparagraphs (c)(1) or (c)(2), as the case may be, of said Rule 144, and (ii)written information concerning the Company sufficient to enable Holder tocomplete any Form 144 required to be filed with the SEC pursuant to said Rule144.

                           9.          Adjustmentof Number of Shares and Class of Capital Stock Purchasable.  The Number of Shares and Class of CapitalStock purchasable under this Warrant Agreement are subject to adjustment fromtime to time as set forth in this Section.

                                        (a)         Adjustment for Change in CapitalStock.  If the Company:

                                                     (i)          pays a dividend or makes adistribution on its Common Stock, in each case, in shares of its Common Stock;

                                                     (ii)         subdivides its outstanding shares ofCommon Stock into a greater number of shares;

                                                     (iii)        combines its outstanding shares ofCommon Stock into a smaller number of shares;

                                                     (iv)       makes a distribution on its Common Stockin shares of its capital stock other than Common Stock; or

                                                     (v)        issues by reclassification of its sharesof Common Stock any shares of its capital stock;

then the numberand classes of shares purchasable upon exercise of each Warrant in effectimmediately prior to such action shall be adjusted so that the holder of anyWarrant thereafter exercised may receive the number and classes of shares ofcapital stock of the Company which such holder would have owned immediatelyfollowing such action if such holder had exercised the Warrant immediatelyprior to such action.

                           For a dividend ordistribution the adjustment shall become effective immediately after the recorddate for the dividend or distribution. For a subdivision, combination or reclassification, the adjustment shallbecome effective immediately after the effective date of the subdivision,combination or reclassification.

                           If after anadjustment the holder of a Warrant upon exercise of it may receive shares oftwo or more classes of capital stock of the Company, the Board of Directors ofthe Company shall in good faith determine the allocation of the adjustedExercise Price between or among the classes of capital stock.  After such allocation, that portion of theExercise Price applicable to each share of each such class of capital stockshall thereafter be subject to adjustment on terms comparable to thoseapplicable to Common Stock in this Agreement. Notwithstanding the allocation of the Exercise Price between or amongshares of capital stock as provided by this Section 8(a), a Warrant may only beexercised in full by payment of the entire Exercise Price currently in effect.

                                        b)          Consolidation, Merger or Sale of theCompany.  If the Company is a party to aconsolidation, merger or transfer of assets which reclassifies or changes itsoutstanding Common Stock, the successor corporation (or corporation controllingthe successor corporation or the Company, as the case may be) shall byoperation of law assume the Company's obligations under this WarrantAgreement.  Upon consummation of suchtransaction the Warrants shall automatically become exercisable for the kindand amount of securities, cash or other assets which the holder of a Warrantwould have owned immediately after the consolidation, merger or transfer if theholder had exercised the Warrant immediately before the effective date of suchtransaction.  As a condition to theconsummation of such transaction, the Company shall arrange for the person orentity obligated to issue securities or deliver cash or other assets uponexercise of the Warrant to, concurrently with the consummation of suchtransaction, assume the Company's obligations hereunder by executing aninstrument so providing and further providing for adjustments which shall be asnearly equivalent as may be practical to the adjustments provided for in thisSection 8.

 

                           10.        Successors.  All the covenants and provisions of this Agreement by or for thebenefit of the Company or Holder shall bind and inure to the benefit of theirrespective successor and assigns hereunder.

                           11.        Counterparts.  This Agreement may be executed in any number of counterparts andeach of such counterparts shall for all proposes be deemed to be an original,and such counterparts shall together constitute by one and the same instrument.

                           12.        Notices.  Any notice, request, instruction, or other document required bythe terms of this Agreement, or deemed by any of the parties hereto to bedesirable, to be given to any other party hereto shall be in writing and shallbe given by facsimile, personal delivery, overnight delivery, or mailed byregistered or certified mail, postage prepaid, with return receipt requested,to the following addresses:
To  Purchaser:Dental Advisors, Inc.314 North 4th Street Newman Grove, NE 68758 Fax: (402) 447-6009 Attn: Dr. Edward Quincy  To  Seller:Remedent USA, Inc.1220 Birch Way Escondido, CA   92027 Fax:   (760) 781-3330 Attn: Rebecca M. Inzunza, President    With  Copy To:Senn Palumbo Meulemans, LLP18301 Von Karman, Suite 850 Irvine, CA   92612 Fax: (949) 251-1331 Attn: Lynne Bolduc, Esq.  
A notice sentas aforesaid may change the persons and addresses set forth above from time totime.  If notice is given by facsimile,personal delivery, or overnight delivery in accordance with the provisions ofthis Section, said notice shall be conclusively deemed given at the time ofsuch delivery.  If notice is given bymail in accordance with the provisions of this Section, such notice shall beconclusively deemed given seven days after deposit thereof in the United Statesmail.

                           13.        Supplements and Amendments.  The Company may from time to time supplementor amend this Warrant Agreement without the approval of any Holders of Warrantsin order to cure any ambiguity or to be correct or supplement any provisioncontained herein which may be defective or inconsistent with any otherprovision, or to make any other provisions in regard to matters or questionsherein arising hereunder which the Company may deem necessary or desirable andwhich shall not materially adversely affect the interest of the Holder.

                           14.        Severability.  If for any reason any provision, paragraph or term of thisWarrant Agreement is held to be invalid or unenforceable, all other validprovisions herein shall remain in full force and effect and all terms,provisions and paragraphs of this Warrant shall be deemed to be severable.

                           15.        GoverningLaw and Venue.  This Warrant shall bedeemed to be a contract made under the laws of the State of California and forall purposes shall be governed and construed in accordance with the laws ofsaid State.  Any proceeding arisingunder this Warrant Agreement shall be instituted in the County of Orange, Stateof California.

                           16.        Headings.  Paragraphs and subparagraph headings, used herein are includedherein for convenience of reference only and shall not affect the constructionof this Warrant Agreement nor constitute a part of this Warrant Agreement forany other purpose.

                           **IN WITNESS WHEREOF**, the parties hereto have caused thisAgreement to be duly executed, as of the date and year first above written.

**"COMPANY"**

Remedent USA,Inc.,a Nevada corporation

     /s/ Rebecca M. Inzunza       

By:       Rebecca M. InzunzaIts:        President and CEO

**"HOLDER"**

Dental AdvisorsInc.,a Nebraska corporation

    /s/Dr. Edward Quincy

By:       Dr. Edward QuincyIts:        President

THE SECURITIES REPRESENTED BY THIS CERTIFICATEHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT PURSUANT TO AREGISTRATION OR AN EXEMPTION FROM SUCH REGISTRATION AND IN COMPLIANCE WITHSECTION 11 OF THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED.

 WarrantCertificate No. 5-25-01-01

WARRANTS TO PURCHASE 1,252,000 SHARES OFCOMMON STOCKVOID AFTER 5:00 P.M.,PACIFIC TIME, ON April 25, 2006

**REMEDENT USA, INC.**INCORPORATEDUNDER THE LAWSOF THE STATE OF NEVADA

                           This certifies that,for value received, Dental Advisors, Inc, Nebraska, corporation, the registeredholder hereof or assigns (the "Warrantholder"), is entitled topurchase from Remedent USA, Inc., a Nevada corporation (the"Company"), at any time during the period commencing at 9:00 a.m.,Pacific Time, on April 25, 2001, and before 5:00 p.m., Pacific Time, on April25, 2001 at the purchase price per share of $0.25 (the "WarrantPrice"), the number of Shares of Common Stock of the Company set forthabove (the "Warrant Shares"). The number of Warrant Shares issuable upon exercise of each Warrantevidenced hereby and the Warrant Price shall be subject to adjustment from timeto time as set forth in the Warrant Agreement referred to below.

                           The Warrantsevidenced hereby represent the right to purchase an aggregate of up to1,252,000 Shares, subject to certain adjustments, and are issued under and inaccordance with a Warrant Agreement, dated as of April 25, 2001 (the "Warrant Agreement"), between the Company and the Warrantholder inconnection with a Securities Purchase Agreement (the “Purchase Agreement”) andare subject to the terms and provisions contained in the Warrant Agreement andthe Purchase Agreement, to all of which the Warrantholder by acceptance hereofconsents.

                           Holders of theWarrants Shares issuable upon exercise hereof have certain rights with respectto registration with the Securities and Exchange Commission of the WarrantShares.  These registration rights areset forth in that certain Warrant Agreement of even date herewith pursuant towhich this Warrant Certificate has been issued.

                           The Warrantsevidenced hereby may be exercised in whole or in part by presentation of thisWarrant Certificate with the Purchase Form attached hereto duly executed (witha signature guarantee as provided thereon) and simultaneous payment of theWarrant Price at the principal office of the Company.  Payment of such price shall be made at the option of theWarrantholder in cash, by check, or any combination thereof.

                           Upon any partialexercise of the Warrants evidenced hereby, there shall be signed and issued tothe Warrantholder a new Warrant Certificate in respect of the Warrant Shares asto which the Warrants evidenced hereby shall not have been exercised.  These Warrants may be exchanged at theoffice of the Company by surrender of this Warrant Certificate properlyendorsed for one or more new Warrants of the same aggregate number of WarrantShares as evidenced by the Warrant or Warrants exchanged.  No fractional Shares of Common Stock will beissued upon the exercise of rights to purchase hereunder, but the Company shallpay the cash value of any fraction upon the exercise of one or moreWarrants.  These Warrants aretransferable at the office of the Company in the manner and subject to thelimitations set forth in the Warrant Agreement.

                           This WarrantCertificate does not entitle any Warrantholder to any of the rights of astockholder of the Company unless and until the Warrantholder exercises itsrights to purchase Warrant Shares hereunder.

                                                                                REMEDENTUSA, INC.
Dated: April 25, 2001 /s/ Rebecca M. Inzunza                 By:  Rebecca M. Inzunza               Its:  President and CEO
**REMEDENT USA, INC.**PURCHASE FORM

Remedent USA,Inc.1220 Birch WayEscondido, CA  92027

                           The undersignedhereby irrevocably elects to exercise the right of purchase represented by thewithin Warrant Certificate for, and to purchase thereunder, ____________Warrant Shares of Common Stock (the "Warrant Shares") provided fortherein, and requests that certificates for the Warrant Shares be issued in thename of:

 

(Please Print or Type Name)

             

(Address, including zip code)

(Social Security No. or Tax I.D. No.)

and, if saidnumber of Warrant Shares shall not be all the Warrant Shares purchasablehereunder, that a new Warrant Certificate for the balance of the Warrant Sharespurchasable under the within Warrant Certificate be registered in the name ofthe undersigned Warrantholder or his Assignee as below indicated and deliveredto the address stated below.
Name of Warrantholder     or Assignee:       (Please  Print) Address:      Signature:   Dated:   
Note: The above signature must correspond with the name as written upon theface of this Warrant Certificate in every particular, without alteration orenlargement or any change whatever, unless these Warrants have been assigned.

 
Signatures Guaranteed:  
(Signature mustbe guaranteed by a bank or trust company having an office or correspondent inthe United States or by a member firm of a registered securities exchange orthe National Association of Securities Dealers, Inc.)**ASSIGNMENT**(To be signed only upon assignment of Warrants)
             FOR VALUE RECEIVED, the undersignedhereby sells, assigns and transfers unto the assignee named below all of therights of the undersigned represented by the attached Warrant with respect tothe number of Warrant Shares covered by the Warrant set forth below:

(Name and Address of Assignee Must Be Printed orTypewritten)

 
Name  of AssigneeSocial  Security No.AddressNo.  of or  Tax ID No. Warrant  Shares        and does hereby irrevocably constitute and  appoint    Attorney to transfer said Warrants on the  books of the Company, with full power of substitution in the premises.
 
Dated:          Signature  of Registered Holde
Note:    The signature on this assignment mustcorrespond with the name as it appears upon the face of the within WarrantCertificate in every particular, without alteration or enlargement or anychange whatever.
Signature Guaranteed:  
(Signature mustbe guaranteed by a bank or trust company having an office or correspondent inthe United States or by a member firm of a registered securities exchange orthe National Association of Securities Dealers, Inc.)

March 28, 2001

REMEDENT USA,INC.Attn:    Ms. Rebecca M. Inzunza,             President / CEO1220 Birch WayEscondido, CA 92027

**Re:**       **Retention of SENN PALUMBO MEULEMANS, LLP**             **Subject:**            **General Business and Corporate Representation**

Dear Ms.Inzunza:

Thiscorrespondence will serve to confirm that you have engaged our firm on anhourly basis with regard to the above-referenced matters.  In general, our representation will includea review and analysis of all information you provide in connection with theabove-referenced matter, an analysis of the materials, consultations, phoneconferences, preparation of pleadings and other documents, court appearancesand/or our recommendations in connection with the further handling of thevarious matters.

We have foundthat our clients appreciate having our billing procedures explained in writing. Experience has shown that the attorney–client relationship worksbest when there is a mutual understanding about fees, costs and paymentterms.  Accordingly, we take thisopportunity to outline the terms on which we propose to provide ourprofessional services.

To help usdetermine the value of our services, we ask each of our lawyers and legalassistants to maintain time records for each client and matter.  The time records are reviewed monthly by thebilling attorney assigned to you before an invoice is rendered.  All of our services are billed at the hourlyrate then in effect for the attorney or legal assistant who is performing thework. The attorneys and paralegals working on your matters will bill their timeat an hourly rate varying from $100.00 to $250.00, depending upon theirexperience level and the complexity of the matter.

We will forwardour invoices on a monthly basis, and each invoice, unless otherwise specified,represents our fees and out–of–pocket costs advanced for youraccount through the end of the preceding month.  We make every effort to include disbursements in the statementfor the month in which the disbursements are incurred.  However, some disbursements, such astelephone charges, are often not available to us until the following months, inwhich case those disbursements will be included on a subsequent invoice.  Payment is due upon presentation of theinvoice, and invoices which remain unpaid after thirty days from the invoicedate are assigned a late payment charge of ten percent (10%) per annum.  In the unlikely event we are required toincur legal or other costs to recover amounts due for fees and expenses on youraccount, you will be responsible for those costs as well.

It is ourpolicy to serve you with the most effective support systems available, while atthe same time allocating the costs of such systems in accordance with theextent of usage by individual clients. Therefore, in addition to our fees for legal services, we will alsoinvoice separately for certain costs and expense disbursements, including telephone,facsimile, messenger, courier and other communication costs, reproduction,document retrieval, staff overtime when required by the client or the matter'stiming, computer research facilities, document preparation on word processing,and other costs and expenses incurred on your behalf.

It is our usualand customary practice to require clients to remit a retainer to the firm foreach individual matter for which services are rendered. Based upon the natureof our proposed engagement, our firm will require a retainer of 250,000 sharesfor the first $20,000 in legal services. The 250,000 shares will be registered on Form S-8 immediately.  There will not be any lock-up on the 250,000shares.  After the first $20,000 inlegal services, all services rendered will be billed at our regular hourly ratesand will paid on a cash basis.  All outof pocket costs and expenses will be paid on a cash basis and are not includedin the initial $20,000 of legal services. Any estimates of anticipated fees that we provide at the request of theclient, whether for budgeting purposes or otherwise are, due to theuncertainties involved, necessarily only an approximation of potentialfees.  Under no circumstances are suchestimates to be viewed as a maximum or minimum fee quotation.  Actual fees are always determined inaccordance with the policies described above.

Our firmmaintains errors and omissions insurance coverage which may be applicable tothe services to be rendered, subject to certain limitations andexclusions.  If you have questions inthis regard, please feel free to call.

We hope thisadequately explains our fees and billing procedures.  We encourage you to discuss with us any questions you may haveregarding these policies and procedures, either at the inception of ourengagement or at any time during its course. If the terms set forth above are satisfactory, please sign and returnthe enclosed copy of this letter and return it to us either by facsimile orU.S. Mail.

We thank youfor selecting our firm for your legal representation and look forward toworking closely with you toward a speedy and successful resolution of thismatter.

Very trulyyours,
  /s/  Diane O. Palumbo    Diane O. Palumbo     APPROVED:     Dated: March 28, 2001          /s/ Rebecca M. Inzunza    Rebecca M. Inzunza, President  REMEDENT USA, INC.
**BUSINESS CONSULTING AGREEMENT**

                           This Agreement (the“Agreement”) is dated June 20, 2001 and is entered into by and between REMEDENT USA, INC.(hereinafter  “REMM” or “CLIENT”) and WINDSOR PARTNERS, INC. (hereinafter “WPI”).

             1.          Conditions.  This Agreement will not take effect, and WPIwill have no obligation to provide any service whatsoever, unless and untilCLIENT returns a signed copy of this Agreement to WPI (either by mail orfacsimile copy).  In addition, CLIENT shallbe truthful with WPI in regard to any relevant or material information providedby CLIENT, verbally or otherwise which refers, relates, or otherwise pertainsto the CLIENT’s business, this Agreement or any other relevant transaction.Breach of either of these conditions shall be considered a material breach andwill automatically grant WPI the right to terminate this Agreement and allmoneys, and other forms of compensation, paid or owing as of the date oftermination by WPI shall be forfeited without further notice.

                           Upon execution ofthis Agreement, CLIENT agrees to fully cooperate with WPI in carrying out thepurposes of this Agreement, keep WPI informed of any developments of importancepertaining to CLIENT’s business and abide by this Agreement in its entirety.

             2           Scopeand Duties.  During the term of thisAgreement, WPI will perform the following services for CLIENT:

                           2.1        Advice and Counsel.  WPI will provide advice and counselregarding CLIENT’s strategic business plans, strategy and negotiations withpotential business strategic partnering, corporate planning and or othergeneral business consulting needs as expressed by CLIENT.

                           2.2        Mergers and Acquisitions.  WPI will provide assistance to CLIENT, asmutually agreed, in identifying merger and / or acquisition candidates,assisting in any due diligence process, recommending transaction terms andproviding advice and assistance during negotiations, as needed.

                           2.3        CLIENT and/or CLIENT's AffiliateTransaction Due Diligence.  WPI willparticipate and assist CLIENT in the due diligence process, where possible, onall proposed financial transactions affecting CLIENT of which WPI is notifiedin writing in advance, including conducting investigation of and providingadvice on the financial, valuation and stock price implications of the proposedtransaction(s).

                           2.4        Ancillary Document Services.  If necessary, WPI will assist and cooperatewith CLIENT in the development, editing and production of such documents as arereasonably necessary to assist in any transaction covered by this Agreement.However, this Agreement will not include the preparation or procuring of legaldocuments or those documents normally prepared by an attorney.

                           2.5        Additional Duties.  CLIENT and WPI shall mutually agree, inwriting, for any additional duties that WPI may provide to CLIENT forcompensation paid or payable by CLIENT under this Agreement.  Although there is no requirement to do so,such additional agreement(s) may be attached hereto and made a part hereof bywritten amendments to be listed as "Exhibits" beginning with"Exhibit A" and initialed by both parties.

                           2.6        Standard of Performance. WPIshall devote such time and efforts to the affairs of the CLIENT as isreasonably necessary to render the services contemplated by thisAgreement.  Any work or task of WPIprovided for herein which requires CLIENT to provide certain information toassist WPI in completion of the work shall be excused (without effect upon anyobligation of CLIENT) until such time as CLIENT has fully provided allinformation and cooperation necessary for WPI to complete the work.  The services of WPI shall not include therendering of any legal opinions or the performance of any work that is in theordinary purview of a certified public accountant, or other licensedprofessional.  WPI cannot guaranteeresults on behalf of CLIENT, but shall use commercially reasonable efforts inproviding the services listed above.  Ifan interest is communicated to WPI regarding satisfying all or part of CLIENT'sbusiness and corporate strategic planning needs, WPI shall notify CLIENT andadvise it as to the source of such interest and any terms and conditions ofsuch interest.

                           2.7        Non-Guarantee.  WPI MAKES NO GUARANTEE THAT WPI WILL BE ABLETO SUCCESSFULLY LOCATE A MERGER OR ACQUISITION TARGET AND IN TURN CONSUMMATE AMERGER OR ACQUISITION TRANSACTION FOR CLIENT, OR TO SUCCESSFULLY COMPLETE SUCHA TRANSACTION WITHIN CLIENT’S DESIRED TIME FRAME. NEITHER ANYTHING IN THISAGREEMENT TO THE CONTRARY NOR THE PAYMENT OF DEPOSITS TO WPI BY CLIENT PURSUANTTO FEE AGREEMENTS FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE CONSTRUED ASANY SUCH GUARANTEE.  ANY COMMENTS MADEREGARDING POTENTIAL TIME FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOME OFCLIENT'S NEEDS ARE EXPRESSIONS OF OPINION ONLY, AND FOR PURPOSES OF THISAGREEMENT ARE SPECIFICALLY DISAVOWED.

             3           Compensationto WPI.

                           3.1        Issuance of Shares for Entering intoAgreement.  As consideration for WPIentering into this Agreement, Client agrees to cause 300,000 shares of itscommon stock, par value $.001 per share, to be issued in amounts of 150,000shares to Richard Walker and     150,000shares to Scott Absher , affiliates of WPI. When issued, said shares shall befree trading shares, registered with the U.S. Securities and ExchangeCommission on its Form S-8 or similar registration.  The registration and issuance of said shares shall take place byno later than 15 days following the execution and delivery of this Agreement,and all costs in connection therewith shall be borne by Client.

             NOTE: WPI SHALL HAVE NOOBLIGATION TO PERFORM ANY DUTIES PROVIDED FOR HEREIN IF PAYMENT [CASH AND/ORSTOCK] IS NOT RECEIVED BY WPI WITHIN 15 DAYS OF MUTUAL EXECUTION OF THISAGREEMENT BY THE PARTIES. IN ADDITION, WPI’S OBLIGATIONS UNDER THIS AGREEMENTSHALL BE SUSPENDED IF ANY PAYMENT OWING HEREUNDER IS MORE THAN FIFTEEN (15)DAYS DELINQUENT. FURTHERMORE, THE RECEIPT OF ANY FEES DUE TO WPI UPON EXECUTIONOF THIS AGREEMENT ARE NOT CONTINGENT UPON ANY PRIOR PERFORMANCE OF ANY DUTIESWHATSOEVER DESCRIBED WITHIN THIS AGREEMENT.

                           3.2        Fees for Merger/Acquisition.  In the event that WPI, assists CLIENT and /or introduces CLIENT (or a CLIENT affiliate) to any third party, mergerpartner(s) or joint venture(s) who then enters into a merger, joint venture orsimilar agreement with CLIENT or CLIENT's affiliate, CLIENT hereby agrees topay WPI advisory fees pursuant to the following schedule which are based on theaggregate amount of such merger, joint venture or similar agreement with CLIENTor CLIENT's affiliate. Advisory fees are deemed earned and shall be due andpayable at the first close of the transaction, however, in certaincircumstances when payment of advisory fees at closing is not possible, within24 hours after CLIENT has received the proceeds of such businesscombination.  This provision shallsurvive this Agreement for a period of one year after termination or expirationof this Agreement.  In other words, theadvisory fee shall be deemed earned and due and payable for any merger, joint ventureor similar transaction which first closes within a year of the termination orexpiration of this Agreement as a result of an introduction as set forth above.

                           3.3        Merger/AcquisitionAdvisory Fees Schedule.  For amerger/acquisition entered into by CLIENT as a result of the efforts of, or anintroduction by WPI during the term of this Agreement, Client shall pay WPIMerger/Acquisition Advisory Fees as follows:
•For the first merger  and/or acquisition of approximate annual revenue equal to or exceeding $35  million, 2,200,000 shares of its common stock, 950,000 of which shall be free  trading shares, registered with the U.S. Securities and Exchange Commission  on its Form S-8 or similar registration. The remaining 1,250,000 shares shall  be restricted subject to Rule 144.  •When the annual revenue run rate for the  aggregate of all  businesses WPI has  assisted CLIENT and/or introduced CLIENT (or a CLIENT affiliate) to any third  party, merger partner(s) or joint venture(s) who then entered into a merger,  joint venture or similar agreement with CLIENT or CLIENT's affiliate, reaches  fifty-five million ($55,000,000), 750,000 shares of its common stock, 375,000  of which shall be free trading shares, registered with the U.S. Securities  and Exchange Commission on its Form S-8 or similar registration. The  remaining 375,000 shares shall be restricted subject to Rule 144.  •Thereafter, for a merger/acquisition entered  into by CLIENT as a result of the efforts of, or an introduction by WPI  during the term of this Agreement, Client shall pay WPI, eight (8) percent of  the total value of the transaction. For a merger/acquisition entered into by  CLIENT as a result of the efforts of WPI and the introduction by CLIENT  during the term of this Agreement, Client shall pay WPI, five (5) percent of  the total value of the transaction. Such percentage(s) shall be paid to WPI  in the same ratio of cash and / or stock as the transaction.
                           3.3        Expenses. After initialacquisition, CLIENT shall reimburse WPI for reasonable expenses incurred inperforming its duties pursuant to this Agreement (including printing, postage,express mail, photo reproduction, travel, lodging, and long distance telephoneand facsimile charges); provided, however, that WPI must receive prior writtenapproval from CLIENT for any expenses over $ 500.  Such reimbursement shall be payable within 7 seven days afterCLIENT's receipt of WPI invoice for same.

                           3.4        AdditionalFees.  CLIENT and WPI shall mutuallyagree upon any additional fees that CLIENT may pay in the future for servicesrendered by WPI under this Agreement. Such additional agreement(s) may, although there is no requirement to doso, be attached hereto and made a part hereof as Exhibits beginning with ExhibitA.

             4.          Indemnification.  The CLIENT agrees to indemnify and holdharmless WPI, each of its officers, directors, employees, agents, andshareholders against any and all liability, loss and costs, expenses ordamages, including but not limited to, any and all expenses whatsoeverreasonably incurred in investigating, preparing or defending against anylitigation, commenced or threatened, or any claim whatsoever or howsoevercaused by reason of any injury (whether to body, property, personal or businesscharacter or reputation) sustained by any person or to any person or property,arising out of any act, failure to act, neglect, any untrue or alleged untruestatement of a material fact or failure to state a material fact which therebymakes a statement false or misleading, or any breach of any materialrepresentation, warranty or covenant by CLIENT or any of its agents, employees,or other representatives.  WPI agrees toindemnify and hold harmless the CLIENT, each of its officers, directors,employees, agents, and shareholders against any and all liability, loss andcosts, expenses or damages, including but not limited to, any and all expenseswhatsoever reasonably incurred in investigating, preparing or defending againstany litigation, commenced or threatened, or any claim whatsoever or howsoevercaused by reason of any injury (whether to body, property, personal or businesscharacter or reputation) sustained by any person or to any person or property,arising out of any act, failure to act, neglect, any untrue or alleged untruestatement of a material fact or failure to state a material fact which therebymakes a statement false or misleading, or any breach of any materialrepresentation, warranty or covenant by WPI or any of its agents, employees, orother representatives.  Nothing hereinis intended to nor shall it relieve either party from liability for its ownwillful act, omission or negligence. All remedies provided by law, or in equity shall be cumulative and notin the alternative.

             5.          Confidentiality.

                           5.1        WPIand CLIENT each agree to keep confidential and provide reasonable securitymeasures to keep confidential information where release may be detrimental totheir respective business interests. WPI and CLIENT shall each require their employees, agents, affiliates,other licensees, and others who will have access to the information through WPIand CLIENT respectively, to first enter appropriate non-disclosure Agreementsrequiring the confidentiality contemplated by this Agreement in perpetuity.

                           5.2        WPI will not, either during its engagementby the CLIENT pursuant to this Agreement or at any time thereafter, disclose,use or make known for its or another's benefit any confidential information,knowledge, or data of the CLIENT or any of its affiliates in any way acquiredor used by WPI during its engagement by the CLIENT.  Confidential information, knowledge or data of the CLIENT and itsaffiliates shall not include any information that is, or becomes generallyavailable to the public other than as a result of a disclosure by WPI or its representatives.

             6           Miscellaneous Provisions.

                           6.1        Amendment and Modification.  This Agreement may be amended, modified andsupplemented only by written agreement of WPI and CLIENT.

                           6.2        Assignment.  This Agreement and all of the provisionshereof shall be binding upon and inure to the benefit of the parties hereto andtheir respective successors and permitted assigns. The obligations of eitherparty hereunder cannot be assigned without the express written consent of theother party.

                           6.3        Governing Law; Venue.  This Agreement and the legal relations amongthe parties hereto shall be governed by and construed in accordance with thelaws of the State of California, without regard to its conflict of lawdoctrine.  CLIENT and WPI agree that ifany action is instituted to enforce or interpret any provision of thisAgreement, the jurisdiction and venue shall be Orange County, California.

                           6.4        Attorneys' Fees and Costs.  If any action is necessary toenforce and collect upon the terms of this Agreement, the prevailing partyshall be entitled to reasonable attorneys’ fees and costs, in addition to anyother relief to which that party may be entitled. This provision shall beconstrued as applicable to the entire Agreement.

                           6.5        Survivability.   If any part of this Agreement is found, ordeemed by a court of competent jurisdiction, to be invalid or unenforceable,that part shall be severable from the remainder of the Agreement.

                           6.6        Counterparts.  This Agreement may be executed in severalcounterparts and it shall not be necessary for each party to execute each ofsuch counterparts, but when all of the parties have executed and delivered oneof such counterparts, the counterparts, when taken together, shall be deemed toconstitute one and the same instrument, enforceable against each party inaccordance with its terms.

                           6.7        Facsimile Signatures.  The Parties hereto agree that this Agreementmay be executed by facsimile signatures and such signatures shall be deemedoriginals.  The parties further agreethat within ten days following the execution of this Agreement, they shallexchange original signature pages.

             7.          ARBITRATION. ALL DISPUTES,CONTROVERSIES, OR DIFFERENCES BETWEEN CLIENT, WPI OR ANY OF THEIR OFFICERS,DIRECTORS, LEGAL REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS, AGENTS OR EMPLOYEES,OR ANY CUSTOMER OR OTHER PERSON OR ENTITY, ARISING OUT OF, IN CONNECTION WITHOR AS A RESULT OF THIS AGREEMENT, SHALL BE RESOLVED THROUGH ARBITRATION RATHERTHAN THROUGH LITIGATION.  WITH RESPECTTO THE ARBITRATION OF ANY DISPUTE, THE UNDERSIGNED HEREBY ACKNOWLEDGE AND AGREETHAT:

                           A.         ARBITRATION IS FINAL AND BINDING ON THE PARTIES;

                           B.          THE PARTIES ARE WAIVING THEIR RIGHT TOSEEK REMEDY IN COURT, INCLUDING THEIR RIGHT TO JURY TRIAL;

                           C.          RE-ARBITRATION DISCOVERY IS GENERALLYMORE LIMITED AND DIFFERENT FROM COURT PROCEEDING;

                           D.         THE ARBITRATOR’S AWARD IS NOT REQUIREDTO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT OF APPEALOR TO SEEK MODIFICATION OF RULING BY THE ARBITRATORS IS STRICTLY LIMITED;

                           E.          THIS ARBITRATION PROVISION ISSPECIFICALLY INTENDED TO INCLUDE ANY AND ALL STATUTORY CLAIMS WHICH MIGHT BEASSERTED BY ANY PARTY;

                           F.          EACH PARTY HEREBY AGREES TO SUBMIT THEDISPUTE FOR RESOLUTION TO THE AMERICAN ARBITRATION ASSOCIATION, IN ORANGECOUNTY, CALIFORNIA WITHIN FIVE (5) DAYS AFTER RECEIVING A WRITTEN REQUEST TO DOSO FROM THE OTHER PARTY;

 

                           G.          IF EITHER PARTY FAILS TO SUBMIT THEDISPUTE TO ARBITRATION ON REQUEST, THEN THE REQUESTING PARTY MAY COMMENCE ANARBITRATION PROCEEDING, BUT IS UNDER NO OBLIGATION TO DO SO;

                           H.         ANY HEARING SCHEDULED AFTER ANARBITRATION IS INITIATED SHALL TAKE PLACE IN ORANGE COUNTY, CALIFORNIA;

                           I.           IF EITHER PARTY SHALL INSTITUTE ANYCOURT PROCEEDING IN AN EFFORT TO RESIST ARBITRATION AND BE UNSUCCESSFUL INRESISTING ARBITRATION OR SHALL UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANYARBITRATION FORUM LOCATED IN ORANGE COUNTY, CALIFORNIA, OVER ANY MATTER WHICHIS THE SUBJECT OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TORECOVER FROM THE LOSING PARTY ITS LEGAL FEES AND ANY OUT-OF-POCKET EXPENSESINCURRED IN CONNECTION WITH THE DEFENSE OF SUCH LEGAL PROCEEDING OR ITS EFFORTSTO ENFORCE ITS RIGHTS TO ARBITRATION AS PROVIDED FOR HEREIN;

                           J.           THE PARTIES SHALL ACCEPT THE DECISIONOF ANY AWARD AS BEING FINAL AND CONCLUSIVE AND AGREE TO ABIDE THEREBY;

                           K.         ANY DECISION MAY BE FILED WITH ANYCOURT AS A BASIS FOR JUDGMENT AND EXECUTION FOR COLLECTION.

             8.          Term/Termination.  This Agreement is an agreement for the termof approximately twenty-four (24) months ending June 30, 2003.

             9.          Non Circumvention.  In andfor valuable consideration, CLIENT hereby agrees that WPI may introduce(whether by written, oral, data, or other form of communication) CLIENT to oneor more opportunities, including, without limitation, natural persons,corporations, limited liability companies, partnerships, unincorporatedbusinesses, sole proprietorships and similar entities (hereinafter an“Opportunity” or ““Opportunities””). CLIENT further acknowledges and agrees that the identity of the subjectOpportunities, and all other information concerning an Opportunity (includingwithout limitation, all mailing information, phone and fax numbers, emailaddresses and other contact information) introduced hereunder are the propertyof WPI, and shall be treated as confidential and proprietary information byCLIENT, it affiliates, officers, directors, shareholders, employees, agents,representatives, successors and assigns. CLIENT shall not use such information, except in the context of anyarrangement with WPI in which WPI is directly and actively involved, and neverwithout WPI's prior written approval. CLIENT further agrees that neither it nor its employees, affiliates orassigns, shall enter into, or otherwise arrange (either for it/him/herself, orany other person or entity) any business relationship, contact any personregarding such Opportunity, either directly or indirectly, or any of itsaffiliates, or accept any compensation or advantage in relation to suchOpportunity except as directly though WPI, without the prior written approvalof WPI.  WPI is relying on CLIENT’sassent to these terms and their intent to be bound by the terms by evidence oftheir signature.  Without CLIENT’ssigned assent to these terms, WPI would not introduce any Opportunity ordisclose any confidential information to CLIENT as herein described.

[SIGNATURES FOLLOW NEXT PAGE]

             IN WITNESS WHEREOF, the parties heretohave caused this Agreement to be duly executed, all as of the day and yearfirst above written.

REMEDENT USA,INC. (REMM)
Print Name:Rebecca Inzunza/Hegemann   Sign Name: /s/ Rebecca Inzunza/Hegemann   Title:CEO   Date:June 28, 2001   Address:1220 Birch Way                 Escondido,  CA 92007   
 

WINDSORPARTNERS, INC. ( WPI)

 
Print Name:Richard H. Walker     Sign Name:/s/ Richard H. Walker     Title:President         Date:June 28, 2001     Address:28202 Cabot Road, Suite 300      Laguna Niguel, CA 92677