Share Purchase Agreement

Dated December 10, 2008

Between

Mr. Robin List, born on March 28, 1971 in Zaandam, The Netherlands and living in Belgium, Boerestraat 13, 9850-Hansbeke,

hereinafter referred to as “Robin List” or the “Purchaser”, on one hand

and

REMEDENT, INC., a public company incorporated under the laws of Nevada, with its registered offices at Xavier de Cocklaan 42, 9831 Deurle, Belgium, and registered with the company registrar under number C2807329,

represented by Mr Guy De Vreese as Chairman of its board of directors

duly authorised for the purposes hereof pursuant to a board of directors' resolutions dated December 3, 2008 attached hereto as Schedule 1,

hereinafter referred to as “Remedent Inc.” or the “Seller” on the other hand

Seller or Purchaser will be referred to as a “party” or, together will be referred to as the “parties”

Recitals

A         WHEREAS REMEDENT OTC B.V., a Dutch company validly existing and incorporated under the Laws of the Netherlands (hereinafter referred to as “Remedent OTC BV” or the “Company”), the capital stock of which amounts to 18,000 Euros, with corporate seat at Rotterdam and address at 3062 ME Rotterdam, Lichtenauerlaan 102-120, a holding company owning 100 % of the shares of SYLPHAR N.V., SYLPHAR USA, Inc. and SYLPHAR ASIA Pte Ltd.

B         WHEREAS the Company's registered capital is divided in 18,000 shares with a par value of 1€ per share (the "Shares"). The shares are fully paid up.

C          WHEREAS the allotment of the Shares is the following:

D.        WHEREAS the Seller so owns 18,000 Shares and wishes to sell 9,000 of them, being 50 % to the Purchaser. The Purchaser wishes to purchase the said 9,000 Shares from the Seller.

         EXECUTION COPY  

Now, therefore, the Parties have agreed on the terms, provisions and conditions contained in this purchase agreement relating to the Shares (hereinafter referred to as the "Agreement").

It is agreed:

The Seller sells 9,000 Shares to the Purchaser, and the Purchaser purchases 9,000 Shares, free and clear of all encumbrances and security interests or restrictions of any kind whatsoever.

The sale and purchase of 9,000 Shares, which constitutes a sole and unique contract, will be executed on the date set forth above, hereafter referred to as “Closing Date”.

Robin List will have full property and possession of 9,000 Shares on Closing Date.

All rights and obligations related to the Company shares are transferred on Closing Date.

The purchase price for the 9,000 Company shares sold and acquired on the Closing Date in accordance with article 1.1. above, amounts to 831,450 USD.

The purchase price for 9,000 shares sold and acquired on the Closing Date in accordance with article 1.1. above shall be paid in kind by delivery of 723,000 shares of Remedent Inc. (“List Shares”). The value of these shares is for the purpose of this agreement fixed on 1.15 $ per share, being the 52 week average of the NASDAQ quotation of the Remedent Inc. shares of common stock.

The sale and purchase of 9,000 shares, as provided for in article 1.1. above shall be completed on the Closing Date, at any location agreed upon by the parties.

2.2.1 Delivery of the shares to the Purchaser on the Closing Date:

Delivery will be done by delivery deed before a Dutch notary, in order to produce all its effects vis-à-vis the Company and third parties.

Delivery will be done by delivery of original stock certificates representing endorsed in the back with guarantee by Remedent, Inc.

The Seller undertakes to sign all necessary documents and to accomplish all necessary formalities including voting in favour of