EXHIBIT 10.23

THE  SECURITIES  REPRESENTED  BY THIS  NOTE HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES  ACT OF 1933,  AND HAVE BEEN ACQUIRED FOR  INVESTMENT  AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION  THEREOF.  NO SUCH SALE
OR  DISTRIBUTION  MAY BE EFFECTED  WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT
RELATED  THERETO OR AN OPINION OF COUNSEL IN A FORM  SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

                           FORM OF REMEDENT USA, INC.
                           CONVERTIBLE PROMISSORY NOTE
                             $100,000 March 23, 2004

For value  received,  Remedent,  USA.,  Inc. a Nevada  corporation  ("Company"),
promises to pay to Christopher A. Marlett Living Trust ("Holder"), the principal
sum of One Hundred  Thousand and 00/100  DOLLARS  ($100,000.00).  Interest shall
accrue from the date of this Note on the unpaid principal amount at a rate equal
to ten percent (10.0%) per annum,  compounded annually.  This Note is subject to
the following terms and conditions:

1. Maturity.

(a). The Note Balance  shall be due and payable on the  Maturity  Date  provided
that if prior to the Maturity Date, on any  Restructuring  of the Company,  this
Note will  automatically  convert to common  stock of the Company as provided in
Section 3.

(b).  Notwithstanding  the  foregoing,  the entire unpaid  principal sum of this
Note,   together  with  accrued  and  unpaid  interest  thereon,   shall  become
immediately  due and payable upon the insolvency of the Company,  the commission
of any act of  bankruptcy  by the  Company,  the  execution  by the Company of a
general  assignment  for the benefit of creditors,  the filing by or against the
Company of a petition in bankruptcy or any petition for relief under the federal
bankruptcy  act or the  continuation  of such petition  without  dismissal for a
period of ninety (90) days or more, or the  appointment of a receiver or trustee
to take possession of the property or assets of the Company.

2. Security  Agreement.  This Note shall be secured by a first security interest
in assets of the Company  pursuant to the terms of the Security  Agreement,  the
terms of which are incorporated herein.

3. Conversion of Note Balance.

(a)  Conversion  on  Restructuring   of  Company.   On  the  completion  of  any
Restructuring  of the  Company,  the Note Balance  shall be  converted  into the
number of shares  necessary  to  provide  Holder  with two  percent  (2%) of the
Company's   outstanding  shares  of  Common  Stock  immediately   following  the
Restructuring of the Company, calculated on a fully diluted basis and rounded to
the nearest  whole.  On any  Restructuring  of the Company prior to the Maturity
Date,  the  conversion  of the principal  and all accrued  interest  shall occur
automatically  and without  the further  approval,  authorization,  consent,  or
signature  of  the  Holder,  and  any  and  all  such  consent,   approval,  and
authorization being expressly granted by the Holder herein.

(b) Conversion on Maturity Date. On the Maturity Date,  Holder may elect to have
the Note Balance converted into the number of shares necessary to provide Holder
with two  percent  (2%) of the  Company's  outstanding  shares of  Common  Stock
immediately  following the  Restructuring of the Company,  calculated on a fully
diluted basis and rounded to the nearest whole share.

(c)  Mechanics  and  Effect  of  Conversion.  Upon a  Conversion,  Holder  shall
surrender this Note, duly endorsed,  at the principal  offices of Company or the
transfer agent of Company. At its expense,  Company will, as soon as practicable
thereafter,  issue and deliver to Holder,  as the case may be, a certificate  or
certificates for the number of Company Common Shares to which Holder is entitled
upon such  Conversion.  Upon such a  Conversion,  the  Company  will be  forever
released from all of its obligations and liabilities under this Note.

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4. Transfer; Successors and Assigns. The terms and conditions of this Note shall
inure to the  benefit  of and be  binding  upon the  respective  successors  and
assigns of the parties.  The terms of the  Purchase  Agreement,  including,  the
transfer restrictions set forth therein are incorporated herein.

5. Note Definitions.

(a). "Common Stock" means the common stock of the Company.

(b).  "Conversion"  means the  conversion  of the Note Balance into Common Stock
pursuant to Section 3.

(c).  "Maturity Date" means  September 30, 2004,  unless extended as provided in
Section 7 hereof.

(d).  "Restructuring  of the Company" means an acquisition by the Company of the
remaining  Remedent NV stock not already owned by the Company such that Remedent
NV is a wholly owned subsidiary of the Company,  in exchange for the issuance of
Company Common Shares to the current owners of such Remedent NV stock.

(e).  "Note  Balance"  means  entire  principal  amount  of, and all of the then
accrued interest on, this Note.

(f). "Note" means this promissory note.

(g). "Security Agreement" means the "Security and Intercreditor Agreement,"

6. Governing Law. This Note and all acts and  transactions  pursuant  hereto and
the rights and  obligations of the parties hereto shall be governed,  construed,
and interpreted in accordance with the laws of the State of California,  without
giving effect to principles of conflicts of law.

7.  Notices.  Any notice  required or permitted by this Note shall be in writing
and shall be deemed sufficient upon delivery,  when delivered personally or by a
nationally-recognized  delivery  service,  or forty-eight (48) hours after being
deposited  in the U.S.  mail,  as  certified or  registered  mail,  with postage
prepaid,  addressed to the party to be notified at such  party's  address as set
forth below or as subsequently modified by written notice.

8.  Venue.  The  parties  expressly  agree  that any  action at law or in equity
arising  out of or  related  to this  Note or  relating  to the  subject  matter
thereof,  shall be filed  only in the state or  federal  courts  located  in Los
Angeles County California and each party hereby expressly submits  themselves to
the  exclusive,  personal  jurisdiction  of  such  courts  for the  purposes  of
litigating any such action.

9.  Amendments and Waivers.  Any term of this Note may be amended or waived with
the written  consent of the Company and Holder.  In  addition,  any term of this
Note may be amended by the  written  consent of the Company and the holders of a
majority of the then Principal  Balance of all such Notes issued by the Company,
provided that the amendment applies to such Notes issued by the Company.

10. No Guarantees.  In no event shall any stockholder,  officer,  or director of
Company be liable for any amounts due or payable pursuant to this Note.

11.  Action to Collect on Note. If action is instituted to collect on this Note,
Company promises to pay all costs and expenses,  including reasonable attorney's
fees, incurred in connection with such action.

12. Agent for Service of Process.  The Company's designated agent for service of
process (which Company may change from time to time by providing  written notice
to Holder) for any legal  action  relating  to this Note shall be Stephen  Ross,
1921 Malcolm Avenue, #101, Los Angeles, CA 90025.



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IN WITNESS  WHEREOF,  Company has executed this Note effective as of the day and
year first set forth above.

COMPANY:

Remedent USA, Inc.


/s/ Robin List
-----------------------------
By:  Robin List
Its: Chief Executive Officer