<PAGE>

                                                                   Exhibit 10.22

                               REMEDENT USA, INC.
                                 CODE OF ETHICS

                                    PREAMBLE

This Code of Ethics was  designed  by Remedent  USA,  Inc. to govern they way in
which we work  every day.  This Code of Ethics  applies to each and every one of
our employees, officers, and directors.
                                   DEFINITIONS

The "Commission" means the United States Securities and Exchange Commission.

The "Company" means Remedent USA, Inc.

"We" means all of our employees, officers, and directors.

     BASICPRINCIPLES  1. We  will  conduct  ourselves  honestly  and  ethically,
          including  the ethical  handling of actual or  apparent  conflicts  of
          interest between personal and professional relationships.

     2.   We will avoid  conflicts  of  interest,  including  disclosure  to the
          appropriate  persons of any material  transaction or relationship that
          reasonably could be expected to give rise to such a conflict.

     3.   We will provide  full,  fair,  accurate,  timely,  and  understandable
          disclosure in reports and documents  that we file with the  Commission
          and in all other public communications we make.

     4.   We will  comply  with all  applicable  governmental  laws,  rules  and
          regulations.

     5.   We will  promptly  report  violations  of this  Code of  Ethics to the
          appropriate person within the Company as described specifically below.
          6. We accept  accountability  for  adherence  to this Code of  Ethics.
          SPECIFIC SITUATIONS

CONFLICTS OF INTEREST.  A "conflict  of  interest"  occurs when an  individual's
private interest interferes in any way - or even appears to interfere - with the
interests  of the  Company as a whole.  A conflict  situation  can arise when an
employee,  officer or director  takes actions or has interests  that may make it
difficult  to perform  his or her  Company  work  objectively  and  effectively.
Conflicts  of interest  also arise when an employee,  officer or director,  or a
member of his or her family,  receives improper personal benefits as a result of
his or her position in the Company.  Loans to, or guarantees of obligations  of,
such  persons  are of  special  concern.  Additionally,  you may not work for or
receive  payments  of any kind from



<PAGE>



any competitor,  customer,  distributor or supplier of the Company without prior
approval of Company management.

We will be alert and  sensitive  to any  interest  that might be  considered  to
conflict  with the best  interests of the Company.  If you or one of your family
members,  directly  or  indirectly,  has a financial  or personal  interest in a
contract  or  transaction  to  which  the  Company  is  a  party,   or  you  are
contemplating entering into a transaction that involves use of Company assets or
could compete with the Company,  you must disclose this situation AS SOON AS YOU
BECOME AWARE OF IT to your immediate  supervisor.  Please disclose your interest
and describe all material facts  concerning  the matter known to you,  including
the  estimated  time  frame  for  the  transaction  if  known.  If  appropriate,
supervisors will report any such situations to the President of the Company.  If
necessary,  the  President of the Company will report any such  situation to the
Board of Directors who will, in  conjunction  with the Company's  legal counsel,
make a determination  of whether or not the situation is a conflict of interest.
You should not take any  actions  until you are  advised  of the  decision.  The
Company will be sensitive to the time frames you disclose to us.

The Company promotes disclosure of any questionable situations. The Company will
not retaliate and will not permit any of its employees,  directors,  or officers
to retaliate against you for such disclosure.

CORPORATE  OPPORTUNITIES.  We are  prohibited  from  (a)  taking  for  ourselves
personally  opportunities  that  are  discovered  through  the  use  of  Company
property,  information or position; (b) using Company property,  information, or
position for personal gain; and (c) competing with the Company. We owe a duty to
the Company to advance its legitimate  interests  when the  opportunity to do so
arises.  If you believe that a contemplated  transaction  might be found to be a
corporate  opportunity,  you should make full  disclosure to your  supervisor or
manager and seek Company authorization to pursue the opportunity BEFORE pursuing
the opportunity.

CONFIDENTIALITY.  We must maintain the confidentiality of information  entrusted
to us by the Company or its customers,  except when  disclosure is authorized or
legally mandated.  Confidential  information includes all non-public information
that might be of use to competitors, or harmful to the Company or its customers,
if disclosed.

FAIR  DEALING.  We will  endeavor to deal fairly with the  Company's  customers,
suppliers,  competitors  and  employees.  We will not take unfair  advantage  of
anyone  through  manipulation,  concealment,  abuse of  privileged  information,
misrepresentation of material facts, or use any other unfair-dealing practice.

PROTECTION  AND PROPER USE OF COMPANY  ASSETS.  We will  protect  the  Company's
assets and ensure their  efficient  use.  Theft,  carelessness  and waste have a
direct impact on the Company's  profitability.  All Company  assets must be used
for legitimate business purposes.

COMPLIANCE WITH LAWS,  RULES AND REGULATIONS  (INCLUDING  INSIDER TRADING LAWS).
The Company  promotes  compliance with laws,  rules and  regulations,  including
insider  trading laws.  Insider trading is trading or tipping others to trade in
securities of our Company or any



<PAGE>



other Company based on information which is not available to the public. Insider
trading is both  unethical  and  illegal and will be dealt with  firmly.  We are
required  to comply  with all  applicable  laws and  regulations  wherever we do
business.  Perceived  pressures  from  supervisors  or demands  due to  business
conditions  are not excuses for  violating the law. If you have any questions or
concerns  about the legality of an action,  you should  bring such  questions or
concerns to your  supervisor.  If you feel you cannot discuss your concerns with
your supervisor, please bring them to the President of the Company.

ACCURACY  OF COMPANY  RECORDS  AND  REPORTS.  The  Company  requires  honest and
accurate  recording  and  reporting of  information.  This includes such data as
quality,  safety, and personnel  records,  as well as all business and financial
records and reports filed with the Commission.  All financial books, records and
accounts must accurately  reflect  transactions and events,  and conform both to
required accounting principles and to the Company's system of internal controls.
No false or  artificial  entries may be made.  ENCOURAGING  THE REPORTING OF ANY
ILLEGAL OR  UNETHICAL  BEHAVIOR.  The Company  promotes  ethical  behavior.  The
Company  encourages you to talk to  supervisors,  managers or other  appropriate
personnel  when in doubt  about  the  best  course  of  action  in a  particular
situation.   Additionally,   you  should  report   violations  of  laws,  rules,
regulations  or the code of  business  conduct  to  appropriate  personnel.  The
Company will not allow retaliation for reports made in good faith.
                                                                   CONCLUSION

No Code of Conduct or Code of Ethics can cover every  situation that might arise
in a company. This Code is designed to let you know our basic guiding principles
and  provide  explanation  on how to  handle  various  situations.  If you  have
questions on any situation,  whether or not described in this  document,  please
ask. The first place to turn is your immediate supervisor or manager. If you are
uncomfortable  discussing a situation with your immediate supervisor or manager,
you may go to anyone in management whom you feel comfortable with, including the
President  of the Company.  We cannot  stress our final point  enough:  "When in
doubt, ask."

Adopted by the Board of Directors on March 25, 2003.