Exhibit
10.34







AMENDMENT
NO. 2 TO AMENDED AND RESTATED


DISTRIBUTION,
LICENSE AND MANUFACTURING


AGREEMENT
(GLAMSMILE)




THIS AMENDMENT NO. 2 TO AMENDED AND
RESTATED DISTRIBUTION,
LICENSE AND MANUFACTURING AGREEMENT (this “Agreement”) is made
as of February 16, 2010 (the “Amendment No. 2 Effective
Date”) by and among Remedent, Inc., a Nevada corporation (“Remedent Nevada”),
Remedent N.V., a Belgian corporation (“Remedent Belgium”,
and together with Remedent Nevada, “Remedent”), and
Den-Mat Holdings, LLC, a Delaware limited liability company (“Den-Mat”).




WHEREAS, Den-Mat and Remedent
have entered into that certain Amended and Restated Distribution, License and
Manufacturing Agreement dated as of June 3, 2009 (the “Original Agreement”)
relating to the marketing, distribution, licensing and sale of the GlamSmile
Products and the Other Products (as such terms are defined in the Original
Agreement), which Original Agreement has been amended by Amendment No. 1 dated
August 11, 2009 (“Amendment No. 1”)
(the Original Agreement as so amended being referred to herein as the “2009 Agreement”);
and




WHEREAS, Remedent wishes to be
relieved of various obligations under the 2009 Agreement, including, without
limitation, its obligation to supply Products to Den-Mat, and in consideration
thereof, Remedent is willing to relieve Den-Mat of various obligations under the
2009 Agreement, including, without limitation, certain minimum purchase
requirements as well as capital and royalty payments due under the 2009
Agreement; and




WHEREAS, Den-Mat and Remedent
wish to amend the 2009 Agreement to reflect the foregoing as well as certain
other amendments, as hereinafter provided;




NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Remedent and
Den-Mat hereby agree as follows.




1.           Defined
Terms.




Capitalized
terms used herein without definition shall have the respective meanings given to
them in the 2009 Agreement.




2.           Amendments to 2009
Agreement.  The following provisions of the 2009 Agreement are
hereby amended as follows:




2.1             Section
2.2.1 is hereby amended to delete the last sentence thereof and replace it with
the following sentence:




“Notwithstanding
anything else in this Section 2.2.1 to the contrary, Remedent, or its B2C Market
Licensee, may purchase its requirements for GlamSmile Product in the B2C Market
from another Person other than Den-Mat provided that Remedent, or its B2C Market
Licensee, pays a royalty to Den-Mat equal to two percent (2%) of the Net Revenue
received by Remedent or its B2C Market Licensee per Unit/Tooth so purchased by
Remedent or its B2C Market Licensee, as applicable.  For purposes
hereof, “Net Revenue” shall mean the amount charged per Unit/Tooth as it is
invoiced to the end customer from Remedent's perspective (e.g., the dentist, group
practice corporation, distributor), net of any returns, discounts, special
pricing, rebates or additional reasonable price deductions.”




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2.2             Section
2.2.2 is hereby amended to change all references to “twenty five percent (25%)”
to read “ten percent (10%)”.




2.3             Section
2.3.1 is hereby amended to change the words “five (5) countries” in the 14th line to
read “nine (9) countries”.  Remedent and Den-Mat shall meet and confer
prior to February 24, 2010, to specify which markets in the Excluded Markets
Den-Mat shall be appointed as exclusive distributor in accordance with Section
2.3.1.




2.4             Section
2.5.1 is hereby deleted in its entirety.




2.5             Section
3.1.1 is herby amended to read in its entirety as follows:




“Use of Existing
Intellectual Property in the Territory.  Subject to the terms
and conditions in this Agreement, Remedent hereby grants to Den-Mat a sole and
exclusive (even as to Remedent) transferable and sublicensable right and license
to use within the Territory the Intellectual Property owned or used by Remedent
that is related to the Products as it exists on the Amendment No. 2 Effective
Date.  Notwithstanding the foregoing, (a) Remedent retains the right
to use and license to any Person performing contract manufacturing for Remedent
(concurrently with Den-Mat’s right to use) such Intellectual Property solely in
connection with the manufacture of the Products and for internal product
development related to the Products, (b) this grant shall not include any rights
to the name or trademark ‘Remedent’, or ‘GlamSmile’ and (c) Den-Mat and Remedent
agree that Den-Mat’s right and license to use the Intellectual Property within
the Territory to the B2C Market shall be non-exclusive.  For purposes
of clarity, Den-Mat shall not use the name or trademark ‘GlamSmile’ without the
prior written consent of Remedent and, other than in the B2C Market (subject to
the terms of this Agreement), Remedent shall not use the name or trademark
‘GlamSmile’ in the Territory without the prior written consent of
Den-Mat.  Notwithstanding anything to the contrary in this Agreement,
neither Remedent nor any B2C Market Licensee nor any Affiliate, permitted
successor or assignee of any of the foregoing, shall, directly or indirectly,
make any reference or comparison in its marketing materials or in any
advertising or sales efforts to any Den-Mat product or trademark including, but
not limited to, LumiSmile, Lumineers, Luminate, or Lumitray, without the prior
written consent of Den-Mat.  Likewise, neither Den-Mat nor any
Affiliate, permitted successor or assignee of any of the foregoing shall,
directly or indirectly, make any reference or comparison in its marketing
materials, or in any advertising or sales efforts to any Remedent product or
trademark, including, but not limited to, Remedent or GlamSmile, without the
prior written consent of Remdent, provided, however, that nothing contained
herein shall be interpreted to preclude or prohibit Den-Mat from indicating in
its marketing materials, packaging or otherwise that the Products are based upon
or incorporate Remedent’s Intellectual Property, including without limitation
the GlamSmile Technology.




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2.6             Section
3.4.1 is hereby deleted in its entirety.




2.7             On
the 90th day
following the Amendment No. 2 Effective Date, Section 5 shall be deleted in its
entirety without further action by the Parties.




2.8             Section
6.1.2 is hereby deleted in its entirety.  Remedent acknowledges that
no further payments are due from Den-Mat under Section 6, all such payment
obligations having been paid or waived.




2.9             Sections
6.3, 6.4 and 6.5 are hereby deleted in their entirety, and a new Section 6.3 is
added as follows:




“Consulting
Fee.  In consideration of the services already provided by
Remedent to Den-Mat, which included, without limitation, support and development
of the Tray Technology and advice regarding and improvements to the Intellectual
Property licensed to Den-Mat pursuant to this Agreement, and other legal and
valuable consideration, during the term of this Agreement, Den-Mat shall pay to
Remedent a consulting fee (the “Consulting Fee”)
equal to two percent (2%) of the aggregate Net Revenue received by Den-Mat from
the sale of Unit/Teeth and any Tray that may be associated with the sale of
Unit/Teeth, whether or not such sales utilized the Intellectual Property
licensed under this Agreement.  For purposes of this Section 6.3, a sale
shall be deemed to have been made by Den-Mat at the time the related revenue is
recognized by Den-Mat for its internal accounting purposes (in accordance with
GAAP), and “Net Revenue” shall mean the amount charged per Unit/Tooth and its
associated Tray, if any, as it is invoiced to the end customer from Den-Mat's
perspective (e.g., the
dentist, group practice corporation, distributor), net of any returns,
discounts, special pricing, rebates or additional reasonable price
deductions.  Within sixty (60) days after the end of each calendar
quarter, Den-Mat shall deliver to Remedent a certified statement from an officer
of Den-Mat setting forth (a) the total amount of Den-Mat sales of Unit/Teeth and
any associated Trays during such quarter, and (b) a calculation of the
Consulting Fee payable to Remedent under this Section
6.3.  Concurrently with delivering such statement, Den-Mat
shall pay to Remedent the amount of the Consulting Fee set forth on such
statement.  An advance of $25,000.00 against the Consulting Fees shall
be paid to Remedent upon execution of this Amendment, which amount shall be
promptly refunded to Den-Mat if this Amendment does not become binding on or
before the end of the Option Period (as defined below).”





2.10             Sections
7.1, 7.2, 7.3, 7.4, 7.5 and 7.6 are hereby deleted in their
entirety.  Den-Mat shall order and purchase from Remedent such
quantities of the Products as it may desire, subject to acceptance of such
orders by Remedent, at such price and upon such terms and conditions as the
Parties may mutually agree.  Except as the Parties may hereafter
mutually agree, Den-Mat shall have no obligation to purchase from Remedent, and
Remedent shall have no obligation to sell to Den-Mat, any Products.




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2.11             Section
8.1 is hereby amended to delete the entire section except for the first sentence
thereof.




2.12             On
the 90th day
following the Amendment No. 2 Effective Date, Section 8.5 shall be deleted in
its entirety without further action by the Parties.




2.13             Section
11.1 is hereby amended to (a) delete the words “the end of the Exclusivity
Period” in the second line thereof and inserting in lieu thereof the following
words: “the termination of this Agreement” and (b) delete the following words in
the last two lines thereof: “and 7.5.1., but shall not
relieve Den-Mat of its financial obligations to make the minimum payments it is
required to make to Remedent during any unexpired Guaranty Period”.




2.14             Section
11.2.1 is hereby amended and restated in its entirety to read as
follows:




“Subject to Section 11.2.3, if a
Change of Control is consummated at any time prior to termination of this
Agreement, the Exit Fee shall equal the product of: (a) the sum of all
Consulting Fees payable by Den-Mat to Remedent with respect to the twelve (12)
month period immediately preceding the Change of Control and (b) the EBITDA
Multiple for which Den-Mat is sold.  In the event that the Change of
Control occurs prior to the first anniversary of the Amendment No. 2 Effective
Date, then the Exit Fee shall be the product of: (a) an amount equal to the
Consulting Fees that would have been payable to Remedent during the twelve (12)
month period prior to the Change of Control had this Amendment No. 2 been in
effect during that period and (b) the EBITDA Multiple for which Den-Mat is
sold.”




2.15             
Section 11.3.1 is hereby amended and restated in its entirety to read as
follows:




“Consulting Fees
Terminate.  If the Exit Fee is paid to Remedent, the obligation
to pay Consulting Fees to Remedent pursuant to Section 6.3 shall
terminate effective as of the effective date of such Change of Control and (b)
the amount of any Consulting Fees paid by Den-Mat to Remedent pursuant to Section 6.3 after the
effective date of such Change of Control shall either be offset against the
payment by Den-Mat of the Exit Fee or directly refunded by Remedent to Den-Mat
concurrently with payment of the Exit Fee.”





2.16             Section
13.3 is hereby deleted in its entirety.




2.17             Section
16.2.4 is hereby amended to provide that, concurrently with the execution of
this Amendment, Remendent shall deliver to Den-Mat revised Non-Competition
Agreements in the form approved by Den-Mat duly executed by Guy De Vreese and
Evelyne Jacquemyns.




2.18             Annex
A to Amendment No. 1 dated August 11, 2009, is hereby amended to provide that
the term “Prego System Technology” includes, without limitation, the “Octoclip”
tray technology developed by Remedent, that the term “Products” includes any
products manufactured utilizing the Octoclip tray technology, and that the
Octoclip Tray Technology and Prego System Technology are part of the
Intellectual Property licensed to Den-Mat under the 2009 Agreement.




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2.19             Schedule
2.3.1 is hereby amended to expand the definition of “Additional Excluded
Markets” to include the following countries: Australia, Belgium, France and
United Arab Emirates.




3.           Miscellaneous.




3.1             Binding
Effect.  This Amendment shall be binding upon and inure to the
benefit of the Parties and their respective successors and permitted
assigns.  Except as modified hereby, the 2009 Agreement shall remain
in full force and effect.




3.2             Headings.  The
headings contained in this Amendment are for reference purposes only and shall
not in any way affect the meaning or interpretation of this Agreement.




3.3             Counterparts.  This
Amendment may be executed in one or more counterparts, all of which will be
considered one and the same agreement and will become effective when one or more
counterparts have been signed by each of the Parties and delivered to the other
Parties, regardless of whether all of the Parties have executed the same
counterpart.  Counterparts may be delivered via facsimile, electronic
mail (including pdf) or other transmission method and any counterpart so
delivered shall be deemed to have been duly and validly delivered and be valid
and effective for all purposes.




3.4             Governing
Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW
RULE THAT WOULD CAUSE THE APPLICATION OR THE LAWS OF ANY JURISDICTION OTHER THAN
THE INTERNAL LAWS OF THE STATE OF NEW YORK TO THE RIGHTS AND DUTIES OF THE
PARTIES.




3.5             Den-Mat
Option.  In consideration of the advance being made by Den-Mat
to Remedent concurrently herewith, in accordance with Section 2.9 of this
Amendment, and other good and valuable consideration, the receipt and
sufficiency whereof are hereby acknowledged, Remedent hereby grants to Den-Mat
an option to enter into this Amendment at any time during the thirty (30) day
period beginning on the Amendment No. 2 Effective Date (the “Option
Period”).  Remedent agrees that it may not revoke or rescind its
execution and delivery of this Amendment prior to the end of the Option Period,
and that if Den-Mat delivers (by fax, email or personal delivery) a
counter-signed copy of this Amendment on or before the last day of the Option
Period, this Amendment shall then become fully binding upon and enforceable
against the parties hereto with effect from the Amendment No. 2 Effective
Date.




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IN
WITNESS WHEREOF, Remedent Nevada, Remedent Belgium and Den-Mat, by their
respective authorized representatives set forth below, have signed this
Amendment No. 2 as of the Amendment No. 2 Effective Date.




REMEDENT,
      INC.
              “Remedent
      Nevada”
            REMEDENT,
      N.V.
              “Remedent
      Belgium”By:
            By:Name:
            Name:Title:
            Title:







DEN-MAT
      HOLDINGS, LLC
              “Den-Mat”By:Name:Title: