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.


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     (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.

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.


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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.

         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

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