EXHIBIT
10.33







AMENDMENT
NO. 1 TO FIRST FIT-CROWN DISTRIBUTION AND LICENSE AGREEMENT




THIS AMENDMENT NO. 1 TO FIRST
FIT-CROWN DISTRIBUTION AND LICENSE AGREEMENT (this “Agreement”) is made
as of February 16, 2010 (the “Amendment No. 1 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 First Fit-Crown Distribution and License
Agreement dated as of June 3, 2009 (the “2009 Agreement”) relating to the
marketing, distribution, licensing and sale of the First Fit-Crown Products (as
such term is defined in the 2009 Agreement); and




WHEREAS, Den-Mat wishes to
purchase from Remedent, and Remedent wishes to sell to Den-Mat, all of the
Intellectual Property (as defined in the 2009 Agreement) previously licensed to
Den-Mat pursuant to the 2009 Agreement; and




WHEREAS, Den-Mat and Remedent
wish to amend the 2009 Agreement 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.           Purchase
of Intellectual Property.




2.1             Purchase and
Sale.  Notwithstanding anything contained in the 2009 Agreement
to the contrary, Remedent hereby sells, assigns and transfers to Den-Mat (the
“IP Sale”),
free and clear of any debts, mortgages, security interests or other liens and/or
encumbrances, all claims, rights, title and interest that Remedent has or may
have in the Intellectual Property owned or used by Remedent that is related to
the Products, including, without limitation, the “First Fit” trade name, and all
registration documents relating thereto, if any (collectively, the “IP”), as set forth in
Schedule 14.1.5 to the 2009 Agreement.  The Parties agree that the IP
Sale includes all rights that Remedent may have or obtain with respect to
Intellectual Property that relates to the Products and which was developed after
the Effective Date of the 2009 Agreement or is developed after the Amendment No.
1 Effective Date.




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2.2             Transfer of
IP.  Remedent represents and warrants that it owns all rights,
title and interest in and to the IP, free and clear of all debts, mortgages,
security interests or other liens and/or encumbrances, and that it has not
entered into any prior agreements with third parties that would preclude it from
conveying the rights granted herein.  Remedent will cooperate with
Den-Mat and take all steps necessary to effectuate the transfer of the IP to
Den-Mat, including without limitation, executing and delivering such assignment
and other documents as Den-Mat or its counsel may reasonably request to
effectuate the IP Sale.  Remedent agrees to cooperate with Den-Mat in
executing all documents and doing all things that Den-Mat considers necessary or
desirable to further the assignment of the IP to Den-Mat, including executing
any other assignments or other instruments required by the USPTO or other
registries.  Remedent’s obligation hereunder shall survive the closing
of the IP Sale.




2.3             Purchase
Price.  In consideration of the transfer and assignment of the
IP, and of Remedent’s other undertakings and obligations hereunder, Den-Mat
shall pay Remedent the sum of Two Million Eight Hundred Fifty Thousand
($2,850,000.00) Dollars (the “Cash Component”) and
contingent capital payments in accordance with Section 2.4 below (the “Contingent Payments”
and, together with the Cash Component, the “Purchase
Price”).  An advance of $75,000.00 against the Cash Component
shall be paid to Remedent upon execution of this Amendment, which amount shall
be promptly refunded to Den-Mat if the IP Sale is not consummated by March 15,
2010.  Provided that the IP Sale is consummated, the balance of the
Cash Component shall be paid as follows:




(a)  $50,000.00 upon delivery
by Remedent to Den-Mat of a working prototype of the First Fit
crown;




(b)  $525,000.00 on or before
March 15, 2010;




(c)   $700,000.00 on
June 30, 2010;




(d)   $500,000.00 on
December 31, 2010;




(e)   $500,000.00 on
June 30, 2011;




(f)    $500,000.00
on December 31, 2011.




2.4             Contingent
Payments.  For each sale of Products, Den-Mat shall pay to
Remedent a contingent capital payment (each, a “Contingent Payment”) equal to
five (5%) percent of Den-Mat’s Net Revenues generated by the sale of the
Products.  For purposes hereof, “Net Revenues” shall mean all revenues
received by Den-Mat from sales of the Products, net of any returns and
allowances, freight, sales taxes, rebates and customary trade
discounts.  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).  Within thirty (30) 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’s Net Revenues generated by the sale of the Products during such
quarter, and (b) a calculation of the Contingent Payment payable to Remedent
hereunder.  Concurrently with delivering such statement Den-Mat shall
pay to Remedent, the amount of the Contingent Payment set forth on such
statement.




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2.5             Representations and
Warranties.  Remedent hereby certifies to Den-Mat that each of
the representations and warranties made by Remedent in Section 14.1 of the 2009
Agreement is true and correct in all material respects as if made on the date
hereof and as if the transactions contemplated by this Amendment No. 1 were part
of the 2009 Agreement.  In addition, Remedent hereby represents and
warrants to Den-Mat that: (a) Remedent has not sold, assigned, transferred,
encumbered or granted to any Person any rights to the IP, and (b) any rights to
IP that are licensed to Remedent by a third party can be transferred and
assigned to Den-Mat without the consent or approval of any third party or, if
such consent or approval is required, Remedent will have obtained it prior to
payment of the first installment of the Purchase Price.  Den-Mat
hereby certifies to Remedent that each of the representations and warranties
made by Den-Mat in Section 14.2 of the 2009 Agreement is true and correct in all
material respects as if made on the date hereof and as if the transactions
contemplated by this Amendment No. 1 were part of the 2009
Agreement.




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




3.1             Sections
2, 3.1, 3.4, 3.5.2, 4, 5, 6, 7, 9, 10.1, 16.1.3, 16.1.4, 16.1.5, 16.2.4, 18.4
and 18.6 are hereby deleted in their entirety.




3.2             Section
3.3 is hereby amended to delete the words “In connection with the licenses
granted to Den-Mat pursuant to Section 3.1” in the
1st
and 2nd lines and to substitute, in lieu thereof, the words “In connection with
the IP Sale”.




3.3             Section
3.5.1 is hereby amended and restated in its entirety to read as
follows:




“Ownership of Intellectual
Property.  Den-Mat shall have the sole and exclusive right to
apply for, prosecute, obtain and enforce all rights, grants, registrations,
orders or proprietary interests of any nature, including, without limitation,
patents, copyrights, industrial design and trademark and service mark
registrations and any other registrations or grants of rights that are analogous
thereto in any and all countries throughout the world in respect of the IP,
including, without limitation, any Intellectual Property related to the Products
developed by Remedent after the Amendment No. 1 Effective Date, which shall be
promptly transferred to Den-Mat.   At Den-Mat’s request and cost,
and for the benefit of Den-Mat, Remedent  shall apply for, prosecute,
obtain and enforce all rights, grants, registrations, orders or proprietary
interests of any nature, including, without limitation, patents, copyrights,
industrial design and trademark and service mark registrations and any other
registrations or grants of rights that are analogous thereto in any and all
countries throughout the world, and take such other actions as Den-Mat may
reasonably request to protect such Intellectual Property.  In the
event Remedent fails to take any action reasonably requested by Den-Mat as
described in the preceding sentence (a) Den-Mat may take such action, (b)
Remedent hereby authorizes Den-Mat to take any such action in its name, and (c)
Remedent shall provide such assistance as Den-Mat may reasonably request in
connection therewith.  Each of Den-Mat and Remedent shall take such
actions as the other may reasonably request to implement the provisions of this
Section 3.5.1 with respect to any particular Intellectual
Property.”




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3.4             The
introductory paragraph of Section 8.1 is hereby amended and restated to read as
follows:




“Remedent’s Marketing
Support.  Remedent shall develop and implement commercially
reasonable sales and marketing support to the Den-Mat sales
effort.  Any materials developed by Remedent will be the sole and
exclusive property of Den-Mat.  Remedent shall use its commercially
reasonable efforts to provide the following support (all of which, including the
selection of vendors utilized, shall be subject to Den-Mat’s reasonable
approval) for Den-Mat’s sales and marketing efforts:”





The
remainder of Section 8.1 (clauses (a) – (p)) shall remain
unchanged.







3.5             Section
13.2.1 is hereby amended to delete clause (c) thereof.




3.6             Section
16.2.5 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.




3.7             Section
18.3 is hereby amended by adding the phrase “occurring prior to the Amendment
No. 1 Effective Date” at the end of the first sentence thereof and again in the
second sentence thereof after the phrase “Intellectual Property claim or
judgment,” and prior to the phrase “then Remedent...”




3.8             Section
20.14 is hereby amended to add at the end thereof, after the words “First-Fit
Technology,” the following: “unless Den-Mat agrees to include the Net Revenues
generated by the sale of such competing products in the calculation of the
Contingent Payment.”




3.9             The
definition of “Confidential Information” in Schedule 1 is hereby amended to
provide that all confidential or proprietary information relating to the First
Fit Technology shall be treated as being Den-Mat’s Confidential Information for
purposes of the 2009 Agreement, notwithstanding the exclusions contained in
clauses (b), (c) and (d) of Section 17.1.2.




4.           Miscellaneous.




4.1             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.




4.2             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.




4.3             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.




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4.4             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.




4.5             Den-Mat
Option.  In consideration of the advance being made by Den-Mat
to Remedent concurrently herewith, in accordance with Section 2.3(a) 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. 1 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. 1 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. 1 as of the Amendment No. 1 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: