Certain portions of this exhibit have been omitted based upon request for confidential treatment. The method used to identify the omitted confidential information is:

EXHIBIT 10.1

Certain portions of this exhibit have been omitted based upon request for confidential treatment.  The method used to identify the omitted confidential information is:

[***]

The complete exhibit containing the redacted information has been filed separately with the Commission.

REMEDENT global dental solutions

THIS AGREEMENT is made on November 26th, 2007 BETWEEN

(1) REMEDENT NV, a corporation under the laws of Belgium, whose registered office is at 9831 Deurle, Xxxxxx Xx Xxxxxxxx 00, Xxxxxxx (“Remedent”);

hereby represented by Mr Xxxxx List, Managing Director;

AND

(2) Vemedia N.V., a corporation under the laws of the Netherlands, whose registered office is at 1112 AX Diemen, Verrijn Xxxxxxxxx 00, xxx Xxxxxxxxxxx (the "Distributor" or “Vemedia”);

hereby represented by Xxx Xxxxxx, Chief Operating Officer,

Remedent and Vemedia are jointly referred to as the “Parties”, and individually as a “Party”.

BACKGROUND:

(A) Remedent manufactures the Product (as defined hereafter) and requires a distributor to sell and distribute the Product in the Territory to the Market (both as defined hereafter).

(B) Vemedia has agreed to sell and distribute the Product in the Territory to the Market upon the terms of this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following terms shall have the following meanings, unless the context otherwise requires:

“Agreement” means this agreement, including its exhibits and schedules

“Commencement Date” means, as of first shipment date or March 1st, 2008, whatever comes first

“Confidential Information” means information of a business, marketing, manufacturing, financial, technical or scientific nature in the possession or under the control of a Party to which the other Party will have access in connection with the performance under this Agreement, except for such information which:

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(a) at the time of first access or receipt is in the public domain, or becomes part of the public domain through no fault of the recipient, or

(b) the recipient can demonstrate was in its possession prior to first access or receipt from the other Party, without prejudice to any prior confidentiality, transfer or other agreement,

(c) is requested to be used or disclosed by law or order of any court of competent jurisdiction or recognised stock exchange or government department.

“Market”  means all distribution channels

“Product” means the product listed in schedule 1, as manufactured by Remedent, presented following the concept as set out in schedule 1, and such other products as may from time to time be agreed in writing by the Parties or as may be added, removed or varied pursuant to this Agreement

“Territory” the Netherlands

1.2 Words in the singular will include the plural and vice versa.

2. APPOINTMENT

2.1 During the term of this Agreement, Vemedia will distribute the Product under it’s own label.

Remedent shall refer all sales inquires for the Product from the Market in the Territory to Vemedia.

2.2 During the term of this Agreement, Remedent shall not appoint any other distributor for the Product in the Territory, nor shall Remedent grant to any third party the rights to sell, distribute or market the Product in the Territory. Without prejudice to the remaining provisions of this agreement Remedent reserves the right to sell the technology and/or product as part of a world wide and/or European OEM arrangement directly or indirectly in the Territory [or to authorize others to do so].

2.3 Vemedia may appoint sub-distributors within the Territory with Remedent’s prior written consent, which shall not be unreasonably withheld. Remedent will have the right to transfer this agreement to a wholly owned subsidiary.

2.4 Distributor’s relationship to Remedent under this Agreement, shall be solely that of buyer and seller, and nothing contained herein shall be construed as constituting the Parties as partners or joint ventures, or as constituting the Distributor or any dealer appointed by the Distributor, as a legal representative, employee or agent of Remedent.

3. ORDERS AND DELIVERY

3.1 The Distributor will send a 12-month rolling forecast (the “Forecast”) to Remedent on or prior to the 15^th working day of each month. The first two months of such Forecast comprise binding orders upon the Distributor, which shall also be binding upon Remedent. The remaining 10 months of the Forecast are prepared in good faith but are indicative orders only.

Delivery of binding orders shall be made on the 15^th day of the second month following the month that such binding orders were placed or as otherwise agreed.

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3.2 Remedent shall supply the Product to the Distributor in accordance with the purchase orders.

The Product to be supplied by Remedent shall be delivered at the delivery date to Distributor’s premises in Veghel, the Netherlands (as notified to Remedent by the Distributor from time to time). Distributor shall procure transport and insurance and arrange for the delivery of the Product to the Distributor’s premises (as notified to Remedent from time to time). The Product will be delivered in packed form and ready for sale.

The Product must be packaged and protected in a manner which ensures that by normal means of transport they arrive at the place of destination in good condition and that unloading there can be done in a safe manner. Remedent shall be responsible for the due observance of all applicable regulations concerning packaging and transport.

3.3 Title to and risk for the Product shall pass to Vemedia upon transport of the Product from Remedent’s premises (as notified to Remedent by Vemedia from time to time).

4. PRICE AND PAYMENT

4.1 Simultaneously with each delivery of the Product, Remedent shall invoice Vemedia for the payment of the pertaining order of the Product. The prices to be paid by Vemedia for all Products supplied under this Agreement shall be as set forth in schedule 1. All payments will be made in EURO by Vemedia by transfer to such bank account as Remedent may from time to time notify in writing to Vemedia. The payment terms are [***] days upon date of invoice.

4.2 In order to compensate for major changes in labour or manufacturing costs, the agreed prices may be adapted in mutual consent, provided such changes are clearly specified and both Parties agree with the price adaptation. In case Parties cannot agree upon a change of the agreed prices, each Party has the right, without payment of any costs, indemnification or compensation of whatever kind, to terminate the Agreement by giving at least 6 months prior written notice to the other Party. During the notice period, prices shall then remain unchanged until the termination date of the Agreement.

5. REGULATORY APPROVALS

Remedent guarantees that to the best of its knowledge, the Products shall meet at all times, with all applicable legal and regulatory requirements necessary for authorising the distribution thereof by Vemedia in the Territory.

Any regulatory document used to obtain admission to the market will only be send to the local authorities after review and written consent by Remedent.

6. SALE AND DISTRIBUTION OF THE PRODUCTS

6.1 Vemedia will use its commercially best efforts to sell and distribute the Product to the Market in the Territory.

6.2 The Distributor is under an obligation to purchase or sell a minimum quantity of the Product. In the event that at the end of the first 12 (twelve) months of the contractual year of the Initial or, as the case may be, Additional Period, the Distributor has not ordered, at least a minimum quantity of the Product, Remedent shall be entitled to terminate this Agreement with a one months prior written notice. Vemedia acknowledges that, in such case, it shall not claim from Remedent any compensation of whatever kind.

Minimum ordering quantities per year:

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Year 1: [***] kits

Year 2: [***] kits

Year 3: [***] kits

Should the ordered quantities during a specific year exceed the minimum ordering quantities of that year, than the surplus can be deducted from the minimum ordering quantities of the following year.

6.3 Without prejudice to the foregoing, Vemedia undertakes to order a minimum of [***] kits as a first order. Vemedia agrees to pay lidding foil, boxes and internal leaflets for [***] kits.

Further, all set-up charges for private labeling will be paid by Vemedia.

7. ADVERTISING AND PROMOTION

7.1 Vemedia shall promote and advertise, at its cost and expense, the Product to the Market in the Territory.

7.2 Remedent shall provide Vemedia, free of charge, with copies of specifications, relevant technical data, and instruction books relating to the Product.

8. PACKAGING

Remedent shall deliver the Products in packed form and ready for sale. Each Party agrees not to modify the Product (including the formula, concept, trademark, packaging and/or labelling) without the prior written consent of the other Party.

9. CONFIDENTIALITY

9.1 Each Party shall hold in confidence and prevent the disclosure to others of any Confidential Information received directly or indirectly from the other Party, and refrain from using such Confidential Information for any other purpose than which it was disclosed, during the term of this Agreement, and after termination of this Agreement, for as long as such Confidential Information does not become publicly available.

9.2 The recipient of Confidential Information shall use the same care and caution it affords its own proprietary information to protect the Confidential Information from disclosure to a third party but not less than a reasonable degree of care. Disclosure of such Confidential Information by the recipient to its employees and bona fide consultants, advisors and approved subcontractors will be limited to individuals whose duties justify the need to know such information, and then only after such individuals have been advised of their obligations as specified in this Agreement. Any such disclosure to non-employed consultants, advisors and subcontractors will be bound by a confidentiality obligation at least equivalent to the confidentiality obligations as specified in this Agreement.

9.3 In the event that the recipient is required by judicial or administrative process to disclose Confidential Information, the recipient shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose to such process.

10. DURATION AND TERMINATION

10.1 This Agreement will come into force on the Commencement Date and, subject to the remaining provisions of this clause 11, will continue in force for a period of 3 years (the “Initial Period”). The Agreement shall automatically be renewed for successive two-year

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terms (each an “Additional Period”), unless terminated by written notice at least six months prior to the end of the Initial Period, respectively the Additional Period.

10.2 Either Party will be entitled to terminate this Agreement immediately by written notice to the other Party if:

(a) that other Party commits any breach of any of the provisions of this Agreement which is substantial, material and persistent and, in the case of a breach capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.

(b) that other makes any voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation.

11. FORCE MAJEURE

Neither Party shall be deemed to be in breach of this Agreement nor shall in any way be liable to the other Party for damages or relief of any type for the delay or failure in performance of any of the obligations, imposed by this Agreement, which delay or failure is caused by force majeure or is beyond the reasonable control of such Party, for so long as the conditions causing the delay or failure continue to exist, provided that if such conditions continue for a period longer than three months, the Party whose performance is not impaired shall have the option to terminate this Agreement.

12. WARRANTIES AND LIABILITY

12.1 Remedent warrants to the Distributor that (i) all Products delivered under this Agreement will be free from any defects in material and manufacture and will comply as regards to packaging, language, and intellectual property rights, at all times with all legal requirements and (ii) there are no any rights of third parties which would or might render the sale and distribution of the Product or the use of any trademark or patent, invalid, void or unlawful. Vemedia will provide and maintain adequate insurance covering Product liability for the Products delivered to and/or used in the Territory.

12.2 Remedent will indemnify and hold harmless the Distributor and keep the Distributor indemnified against all and any liabilities, costs and expenses, damages, claims or demands incurred by the Distributor in connection with any claims or allegations made against the Distributor relating to claims which arise from a breach of Remedent’s warranty set out in clause 12.1.

12.3 Remedent warrants that the medical device file will at all times comply with all applicable European legal and regulatory requirements.

13. General

13.1 If any restriction in this Agreement is void but would be valid if some part of the restriction were deleted, the restriction in question shall apply with such modification (which shall be made by the parties) as may be necessary to make it valid.

13.2 The nullity or non-applicability of any provision of this Agreement shall not affect the validity or applicability of other material provisions of the Agreement, which shall remain in full force and effect unless a Party is, as a result, deprived of the benefit it has or is entitled to expect under this Agreement.

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13.3 This Agreement and the documents referred to in it and any agreement executed by the Parties at the Date of the Agreement contain the whole agreement between the Parties relating to the transactions contemplated by this Agreement and supersede all previous agreements, whether oral or in writing, between the Parties relating to these transactions.

13.4 The Agreement and the schedules can be amended or supplemented only by an instrument in writing duly signed by all Parties.

13.5 This Agreement is governed by and shall be construed in accordance with the laws of Belgium. The Parties agree to submit to the exclusive jurisdiction of the courts of Gent for all purposes relating to this Agreement.

13.6 Any notice or other formal communication given under this Agreement (which does not include fax or email) must be in writing and may be delivered in person, or sent by registered post to the Party to be served at his address appearing in this Agreement as follows:

(a) to Remedent at:

Xxxxxx Xx Xxxxxxxx 00, 0000 Xxxxxx, Xxxxxxx

marked for the attention of: Mr Xxxxx List

(b) to Vemedia at:

Verrijn Xxxxxxxxx 00, 000 XX Xxxxxx ,xxx Xxxxxxxxxxx

marked for the attention of: Xxx Xxxxxx

or at such other address as may be notified to the other Party under this clause.

Any notice or other communication shall be deemed to have been given:

(a) if delivered in person, at the time of delivery; or

(b) if sent by post, on the day of receipt, provided it is sent by registered mail requesting a return receipt.

13.7 Without prejudice to clause 2.3, no Party may assign any of its rights or transfer any of the obligations under this Agreement without the prior written consent of the other Party.

This Agreement has been signed in two counterparts, which is as many counterparts as the number of Parties to it, and each Party acknowledges receipt of one such counterpart.

On behalf of Remedent N.V. On behalf of Vemedia N.V.

/s/ Xxxxx List /s/ Xxx Xxxxxx

Mr. Xxxxx List Xx. Xxx Xxxxxx

29/11/2007

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SCHEDULE 1

Product: Kit for sensitive teeth, containing 6 Foam Strips and one double tray, similar to the Remesense kit.

Price to be paid by Distributor to Remedent: EUR [***] per kit

* All prices are excluding VAT and/or import duties, if applicable.

** Prices of floor display and counter display are without discount, if applicable

Packaging: See attached hereto

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