EMPLOYMENT AGREEMENT


     This EMPLOYMENT  AGREEMENT (as amended,  supplemented or extended from time
to time,  this  "Agreement")  is entered  into as of May 31, 2002 by and between
BriteSmile,  Inc., a Utah corporation  (the "Employer" or "Company"),  and Bruce
Fleming ("Employee").

     WHEREAS,  the  Employer  desires to engage  Employee  as an  employee,  and
Employee  desires to accept  employment  by the  Employer,  on the terms of this
Agreement;

     WHEREAS,  the  Employer  and the Employee  currently  contemplate  that the
Company may relocate its principal  executive  office sometime within the twelve
months following the Start Date as hereinafter defined; and

     WHEREAS, it is contemplated that during Employee's  temporary employment in
Walnut  Creek he will work both out of his home  office in New Jersey and at the
Company's principal offices in Walnut Creek; and

     WHEREAS,  the Employer and the Employee further desire to make arrangements
for the Employee's travel expenses from his home office in New Jersey that would
be applicable in certain other circumstances;

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
and other valuable  consideration,  the receipt and adequacy of which are hereby
acknowledged,  and intending to be legally  bound hereby,  the parties do hereby
agree as follows:

     1. Employment and Employment Period.

          (a) Position and Duties.

               (i) Subject to the terms and  conditions of this  Agreement,  the
          Employer agrees to employ Employee, and Employee agrees to be employed
          by the  Employer,  during the  Employment  Term (as defined in Section
          l(b)).

               (ii) During the Employment Term, Employee will serve as President
          of the  Employer  and the  Employee  shall report to and carry out the
          lawful  directions of the Chief  Executive  Officer of the Company and
          the Company's Board of Directors.

               (iii) At all times during the Employment Term, Employee agrees to
          (A) perform all services  related to Employee's  employment  hereunder
          faithfully  and  diligently  and  to  discharge  the  responsibilities
          thereof to the best of  Employee's  ability,  (B) devote full business
          time,  attention and energies to the duties of  Employee's  employment
          under this Agreement,  (C) subject to Section 1(a)(v), ensure that the
          performance of his services  hereunder is his sole business  endeavor,
          and (D) use  Employee's  best  efforts to promote the  business of the
          Employer.

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               (iv) During the Employment  Term Employee shall be appointed as a
          member of the Company's Management  Committee.  Employee shall also be
          nominated at the earliest possible opportunity to serve as a member of
          the  Company's  Board of Directors  and agrees to serve as such during
          the  Employment  Term if elected or  appointed  and,  if so elected or
          appointed as a Director,  Employee shall be appointed to and agrees to
          serve as a member of the Company's Executive Committee.

               (v) Notwithstanding Section 1(a)(iii) but subject to Section 5(a)
          hereof, during the Employment Term, the Employee shall be permitted to
          act on a limited basis that does not interfere  with his duties to the
          Employer  as a  consultant  to,  or  officer,  director  or owner of a
          business  enterprise that is engaged in activities in an area that has
          been  disclosed  by  the  Employee  to  the  Employer  pursuant  to  a
          confidentiality agreement between them.

          (b)  Employment  Term. The Employee shall begin his employment on such
     date (the "Start  Date"),  not later than July 1, 2002, as the Employee and
     the  Company  shall  reasonably  agree.  Subject  to Section 4, the term of
     Employee's  employment (the "Employment  Term") shall commence on the Start
     Date and  shall  continue  until the day  prior to the  second  anniversary
     thereof;  provided,  however,  that commencing on the second anniversary of
     the Start Date and on each anniversary thereafter the Employment Term shall
     be automatically  extended for an additional period of one year unless, not
     later than 45 days prior to such  automatic  extension  date,  either party
     shall  have  given  notice to the other that it does not wish to extend the
     Employment  Term;  in which case the  Employment  Term shall end on the day
     prior to such automatic extension date.

          (c) Place of  Employment.  The Employee will perform his duties at the
     Company's  principal  Executive  Offices  which are now  located  in Walnut
     Creek, California. The Employee acknowledges that such location can change.
     Until the earlier of the date the Employee  completes his  relocation  with
     his family to the area where the Company's  principal Executive Offices are
     located or the Relocation Date (as defined in Section 6(b)),  the Executive
     may spend approximately six business days per month at an office, which may
     be his personal  home  office,  in New Jersey.  In  addition,  the Employee
     acknowledges  that the  performance  of his duties may require  substantial
     business travel.

          (d) Confidentiality Agreement. As a condition to Employee's employment
     by  the  Employer  as  contemplated  by  this  Agreement,  Employee  hereby
     acknowledges that he shall continue to be bound by the  Confidentiality and
     Rights Ownership  Agreement by and between Employer and Employee,  dated as
     of the date hereof (the "Confidentiality Agreement").

     2. Compensation.

          (a) Salary.  During the  Employment  Term,  in  consideration  for the
     services to be rendered hereunder,  and subject to the terms and conditions
     of  this  Agreement,  the  Employer  hereby  agrees  to  pay  Employee,  in
     accordance  with its normal  payroll  practices,  an annual  base salary of
     $350,000 (the "Annual Base Salary"),  with such annual increases thereafter
     as the Employer  shall  decide.  All  compensation  shall be subject to all
     applicable tax withholding and similar requirements under applicable law.



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<PAGE>

          (b)  Incentive  Compensation.  In addition to the Annual Base  Salary,
     Employee shall be eligible to receive a performance bonus of up to $300,000
     per year the  entitlement  to which  shall be based on the  achievement  of
     three  objectives per year, each of which,  if achieved,  shall entitle the
     Executive to $100,000.  These objectives shall be set annually by the Chief
     Executive  Officer  with  the  approval  of the  Executive  Committee.  The
     objectives  for the first year (which  shall run from the Start Date to the
     day prior to the first anniversary  thereof) are attached as Exhibit A. The
     amount of any such  performance  bonus earned shall be paid to the Employee
     within 60 days of the end of the employment year to which it relates.

          (c) Options.  The Employee has been granted  Options to purchase up to
     1,000,000 shares of BriteSmile  stock. Such Options have been granted under
     the Company's Stock Option Plan (the "Plan"). The Company represents to the
     Employee  that the shares  issuable  pursuant  to the Plan are subject to a
     presently  effective  registration  statement  on Form S-8  filed  with the
     United States Securities and Exchange Commission. The options will have the
     following terms in addition to the terms set forth in the Plan:

          o    The Exercise Price of the Options will be equal to $3.91 which is
               the closing price of  BriteSmile's  common stock on May 31, 2002.
               Such  date is the date  the  Term  Sheet  referred  to below  was
               executed and delivered by Employer and Employee.

          o    Options on 200,000  shares will vest upon the Start Date  subject
               to Employee's commencing his employment hereunder on such date.

          o    Options on an additional  200,000 shares will vest on each of the
               next four  anniversaries of the Start Date, subject to Employee's
               continuing employment hereunder on such dates. For clarification,
               if either  party gives a notice  under  Section 1(b) prior to the
               second,  third or fourth  anniversaries of the Start Date that it
               does not wish to extend the Employment  Term or if the Employee's
               employment  and the Employment  Term are  terminated  pursuant to
               Section 4, the Options  that would  otherwise  vest on any of the
               said anniversaries which follow the giving of such notice or such
               termination will not vest and will be automatically cancelled and
               of no further effect.

          o    The Options will be forfeitable as provided in Section 6(d).

          o    No Options  will be  exercisable  unless  and until the  Employee
               relocates  during the Employment Term by the Relocation Date with
               his  family  to the area of the  Employer's  principal  Executive
               Offices;  provided,  however,  this provision  shall not apply to
               vested  Options if the  Employee's  employment and the Employment
               Term are  terminated  pursuant  to Section  4(b) or 4(d) prior to
               (but not after) a Forfeiture Event, (as defined in Section 6(d)).
               For  clarification,   vested  Options  shall  be  exercisable  as


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<PAGE>

               provided  in the Plan in the event  that,  prior to a  Forfeiture
               Event,  the Employee's  employment  and the  Employment  Term are
               terminated pursuant to Section 4(b) or 4(d).

          o    All  unvested   Options  shall  vest  upon  the   termination  of
               Employee's  employment  and the  Employment  Term  pursuant  to a
               notice given by the Company  under  Section 1(b) or without Cause
               for any reason or no reason by the  Company  pursuant  to Section
               4(d) if such termination occurs within one year after a Change of
               Control and prior to a  Forfeiture  Event.  A "Change of Control"
               shall be  deemed  to have  occurred  if (a)  individuals  who are
               directors  of  the  Company   immediately   prior  to  a  Control
               Transaction  shall  cease,  within one year  after  such  Control
               Transaction,  to  constitute a majority of the Board of Directors
               of the Company (or of the Board of Directors of any  successor to
               the Company,  or of any company to which all or substantially all
               of the Company's  assets may have been sold or  transferred),  or
               (b) any  entity,  person or Group  (other  than the  Company or a
               subsidiary corporation of the Company and any company directly or
               indirectly  controlled  by Anthony M. Pilaro  and/or trusts whose
               beneficiaries  include  Anthony M. Pilaro  and/or Linda C. Pilaro
               and/or  their  descendants)  acquires  shares of the Company in a
               transaction or series of transactions that result in such entity,
               person  or  group  directly  or  indirectly  owning  beneficially
               fifty-one  percent (51%) or more of the outstanding  share of the
               Company. As used herein, "Control Transaction" shall mean (i) any
               tender offer for or  acquisition of capital stock of the Company,
               (ii) any merger, consolidation,  reorganization or sale of all or
               substantially  all of the  assets of the  Company  which has been
               approved by the  shareholders,  (iii) any  contested  election of
               directors  of  the  Company,  or  (iv)  any  combination  of  the
               foregoing which results in a change in voting power sufficient to
               elect a majority of the Board. As used herein, "Group" shall mean
               persons  who act in concert as  described  in  Sections  13(d)(3)
               and/or  14(d)(2)  of the  Securities  Exchange  Act of  1934,  as
               amended.

     3.  Benefits.  During the  Employment  Term,  Employee shall be entitled to
participate  in all  medical,  profit  sharing  and  other  benefit  plans  made
available  to senior  executives  of the Company on the same terms as offered to
the Company's other senior executives. The Employer reserves the right to alter,
revise or eliminate any prior  practice,  policy or benefit in whole or in part,
without notice.

     4. Termination of Employment.

          (a)  Termination for Cause.  This Agreement (and the Employment  Term)
     may be terminated at any time by the Employer for Cause,  by written notice
     to the Employee  specifying in reasonable detail the reasons therefor.  The
     term "Cause"  shall mean willful  misconduct or dishonesty or conviction of
     or failure to contest  prosecution for a felony,  or excessive  absenteeism
     unrelated to illness.

          (b) Death or Permanent Disability of Employee.  Employee's  employment
     hereunder and the Employment Term shall terminate upon Employee's death. In
     addition,  the  Employer  shall  have  the  right to  terminate  Employee's


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<PAGE>

     employment  hereunder and the Employment  Term upon 15 days' written notice
     if and when Employee becomes permanently disabled within the meaning of any
     permanent  disability  insurance  policy  which  may be  maintained  by the
     Employer  for the  benefit of  Employee  and under  which the  Employee  is
     entitled to benefits under Section 3; provided,  however,  that if Employer
     does not  maintain  such a permanent  disability  insurance  policy for the
     benefit of  Employee,  Employee  shall be deemed  permanently  disabled  if
     Employee,  by reason of  injury,  illness  or  similar  cause was unable to
     perform his duties for a period of 90  consecutive  days or 120 days in any
     360-day period.

          (c) Compensation Upon Death, Disability, Termination for Cause. If (i)
     Employee  dies  during the  Employment  Period or the  Employer  terminates
     Employee's  employment upon Employee's becoming  permanently  disabled,  as
     described  in Section  4(b),  or (ii) the  Employer  terminates  Employee's
     employment for Cause,  as described in Section 4(a),  then (A) the Employer
     will pay to Employee (or Employee's estate or representatives,  as the case
     may be) within 30 days following such termination of employment, the unpaid
     Annual Base Salary and vacation  earned by Employee before the date of such
     event  as  provided  for in this  Agreement  (computed  pro  rata up to and
     including such date of such event) (the "Accrued Obligations"); and (B) the
     Employee  shall  continue to be bound by the  Confidentiality  Agreement in
     accordance with its terms.  Except as expressly provided in this Agreement,
     such payments will be in lieu of any and all other  compensation,  benefits
     and claims of any kind,  excepting only such  additional  amounts as may be
     provided for under the express terms of any applicable  benefit plans or be
     required by law to be paid (which  amounts will be paid in accordance  with
     such terms or requirements, as the case may be).

          (d)  Termination  Without  Cause.  The Employer,  by written notice to
     Employee,  shall have the right to terminate Employee's  employment without
     Cause  for  any  reason  or  for no  reason.  If  the  Employer  terminates
     Employee's  employment  without  Cause for any reason or for no reason,  as
     described in this Section 4(d),  then (A) the Employer will pay to Employee
     (i) within 30 days following such termination, the Accrued Obligations, and
     (ii) except as otherwise  provided in Section 6(d),  twelve  month's Annual
     Base  Salary,  payable in  accordance  with the  Company's  normal  payroll
     practices;  and  (B)  the  Employee  shall  continue  to be  bound  by  the
     Confidentiality Agreement in accordance with its terms. Except as expressly
     provided in this  Agreement,  such  payments will be in lieu of any and all
     other  compensation,  benefits and claims of any kind,  excepting only such
     additional  amounts as may be provided  for under the express  terms of any
     applicable  benefit  plans or be required by law to be paid (which  amounts
     will be paid in accordance with such terms or requirements, as the case may
     be).

     5. Non-Competition; Solicitation of Employees.

          (a)  Non-Competition.  During  the  Employment  Term and to the extent
     permitted by applicable law for one year thereafter, the Employee shall not
     participate  in the  management  or act as a consultant  or employee of, or
     acquire any financial  interest (other than less than 2% of the outstanding
     stock of any  public  company)  in, any  enterprise  that is engaged in the
     business of light activated teeth whitening (the "Restricted  Business") in
     the  United  States or in any other  area of the  world  where the  Company
     conducts the Restricted  Business during the Employment  Term, or where, as
     of the end of the Employment  Term, the Company has undertaken  substantial
     activities to conduct the Restricted Business.



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<PAGE>

          (b)  Solicitation.   For  two  years  after  the  termination  of  the
     Employment Term, the Employee will not employ,  solicit or recommend to any
     other person that they employ or solicit for  employment any person who is,
     or was at any time within six months prior to such termination, an employee
     of the Company,  provided that the Employee may respond in accordance  with
     ordinary  business  practices to requests for references from a prospective
     employer of any such person.

          (c) Access to Confidential Information.  Employee is a key employee of
     the Company.  Employee acknowledges that during the Employment Term he will
     have access to and knowledge of confidential  information as defined in the
     Confidentiality Agreement ("Confidential Information"), and has and will be
     responsible  for,  or  instrumental  in creating  or  maintaining,  certain
     business relations and goodwill that are valuable to the Company.  Employee
     acknowledges  that the Confidential  Information and goodwill belong to the
     Company.

          (d) Necessary  Restrictions.  Employee acknowledges that the covenants
     and  restrictions  of this Section 5 are necessary to protect the Company's
     Confidential  Information  and to preserve the value of the Company's  good
     will for the Company. Employee agrees and acknowledges that the time, scope
     and geographic limitations of this Section 5 are reasonable.  Employee also
     agrees and  acknowledges  that the terms of this  Section 5 are  reasonably
     necessary for the protection of the Company's Confidential  Information and
     goodwill,  and they provide a reasonable  means of protecting the Company's
     business value.

          (e)   Adequate   Consideration.   Employee   acknowledges   that   the
     consideration received and to be received by him during the Employment Term
     is adequate for the covenants of this Section 5.

     6. Timing of Relocation;  Interim  Lodging and Commuting  Expenses;  Moving
Expenses.

          (a)  Relocation  and Interim  Lodging and  Commuting  Expenses.  It is
     acknowledged  that the Employer has been studying the possibility of moving
     its principal  Executive  Offices to an area other than Walnut  Creek.  The
     Employee  shall be informed of the progress of those  studies and permitted
     to participate in those studies. It is understood that the Employee will be
     entitled to delay his relocation with his family as provided herein.  Until
     the  Relocation  Date,  as defined  below,  the  Employer  shall pay for an
     apartment  and rental car for the  Employee  in the area of the  Employer's
     principal  Executive Office,  and the Employer shall reimburse the Employee
     for his reasonable expenses of commuting to and from his home in New Jersey
     on a  reasonable  basis,  in any event  including  air  transportation  and
     airport parking.

          (b) Relocation Date.  "Relocation Date" shall be a date agreed upon by
     the Employer and the Employee  that shall be within  twelve months from the
     Start  Date or if later,  30 days  after the  Relocation  Notice  Date,  as
     defined  below,  but in any event the  Relocation  Date shall be no earlier
     than the latest of: (i) twelve  months  after the Start Date,  (ii) 90 days
     after the Relocation Notice Date, and (iii) if the Employer decides to move
     its  principal  Executive  Office  from the  Walnut  Creek  area to another
     specified  area, 30 days after the end of any school term of the Employee's
     children  in  progress  at the time the  Employer  actually  relocates  its
     principal Executive Office.



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<PAGE>

          (c) Relocation  Notice Date. The "Relocation  Notice Date" is the date
     determined as follows:  (A) the date the Company provides written notice to
     the Employee that it has made a decision to retain its principal  Executive
     Offices in the Walnut  Creek  area,  or (B) the date the  Company  provides
     written  notice to the  Executive  that it has made a decision  to move its
     principal Executive Offices from the Walnut Creek area to another specified
     area.

          (d) Relocation  Notice Decision.  Within thirty days of the Relocation
     Notice Date, or if later,  within  twelve months after the Start Date,  the
     Employee  shall notify the Company  whether he will promptly  relocate with
     his family to the area of the Company's principal Executive Offices. In the
     event  that (i) the  Employee  fails to so notify  the  Company  or (ii) he
     notifies  the  Company at any time that he will not so relocate or (iii) he
     notifies  the  Company  that he will  relocate  but  fails  to do so by the
     Relocation Date or (iv) he voluntarily  terminates his employment hereunder
     prior to the Relocation  Date (any of the  occurrences  in subclauses  (i),
     (ii), (iii) or (iv) being a "Forfeiture  Event") and his employment and the
     Employment Term have not been  terminated  pursuant to Section 4(b) or 4(d)
     prior to the Forfeiture Event, (A) the Employee shall automatically forfeit
     all Options,  vested and unvested,  except those, if any, which the Company
     may  elect to  allow  him to  continue  to own and (B) the  Company  or the
     Employee  may  terminate  this  Agreement  without  Cause in which case the
     Employee  shall be  entitled to six months'  Base Salary  (payable  monthly
     during the six months following such termination).

          (e) Moving Expenses.  The Company shall reimburse the Employee for the
     reasonable expenses of moving his family and household possessions from his
     present home in New Jersey to a new  residence in the area of the Company's
     principal Executive Offices.

     7. Miscellaneous.

          (a)  Representations.  The Employee  represents that his employment by
     the  Company   pursuant  to  this  Agreement  and  the  observance  of  his
     obligations under the Confidentiality  Agreement will not conflict with any
     other agreements or understanding to which he is subject.

          (b) Waivers.  No waiver of any terms or conditions or of the breach of
     any  covenant,   representation  or  warranty  of  this  Agreement  or  the
     Confidentiality Agreement in any one instance shall operate as or be deemed
     to be or construed as a further or continuing waiver of any other breach of
     such term,  condition,  covenant,  representation  or warranty or any other
     term, condition, covenant, representation or warranty nor shall any failure
     or delay at any time or times to  enforce  or  require  performance  of any
     provision  hereof  operate  as a waiver  of or affect  in any  manner  such
     party's  right at a later time to enforce  or require  performance  of such
     provision or of any other provision hereof.

          (c)  Modification.  Except as  otherwise  provided in this  Agreement,
     neither this Agreement,  the Confidentiality  Agreement nor any term hereof
     or  thereof  may be  changed,  amended,  modified,  waived,  discharged  or
     terminated  except to the extent that the same is effected and evidenced by
     the written consent of the party against whom enforcement of such change or
     modification is sought.



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          (d) Injunctive  Relief.  Employee  acknowledges  and agrees that it is
     fair and reasonable that he make the covenants and  undertakings  set forth
     in Section 5 of this Agreement and in the Confidentiality Agreement and has
     done so with the  benefit of the advice of counsel.  Furthermore,  Employee
     agrees that any breach or attempted  breach by him of such  provisions will
     cause the Company  irreparable  damage for which a monetary  award would be
     inadequate remedy. Accordingly, the Employer shall be entitled to apply for
     and obtain, in addition to monetary awards,  injunctive relief  (temporary,
     preliminary  and  permanent)  in order to restrain the breach or threatened
     breach of, or otherwise to specifically  enforce,  any of the provisions of
     Section 5 of this Agreement or the Confidentiality  Agreement,  without the
     requirement  to post a bond or  provide  other  security.  Employee  hereby
     consents to the entry of mandatory injunctive relief to assure his specific
     performance   of  the  terms  of  Section  5  of  this  Agreement  and  the
     Confidentiality   Agreement   by  a  court  or   arbitrator   of  competent
     jurisdiction.  Nothing  herein shall be construed as a limitation or waiver
     of any other  rights or remedies  that may be available to the Employer for
     such breach or threatened breach.  Employee further agrees that the subject
     matter and duration of the  restrictions in Section 5 of this Agreement and
     the Confidentiality  Agreement are reasonable in light of the facts as they
     exist today.

          (e) Governing  Law. This Agreement and the  Confidentiality  Agreement
     shall be governed by, and  interpreted in accordance  with, the laws of the
     State of Utah  applicable to agreements  made and to be performed  entirely
     within such State.

          (f) Notices. All notices,  requests,  demands and other communications
     required or permitted  under this Agreement shall be in writing and sent as
     follows:

                  If to Employee:

                           Bruce Fleming
                           12 Woodmere Way
                           Pennington, N.J.  08534

                  If to the Employer:

                           BriteSmile, Inc.
                           490 North Wiget Lane
                           Walnut Creek, CA  94598
                           Attn:  Chief Executive Officer

          All notices and other communications  required or permitted under this
     Agreement  which are  addressed  as provided in this Section  7(f),  (A) if
     delivered personally against proper receipt shall be effective upon receipt
     and (B) if sent (1) by certified or registered mail with postage prepaid or
     (2) by Federal Express or similar courier service with courier fees paid by
     the sender,  shall be effective upon delivery.  The parties hereto may from
     time to time change their  respective  addresses for the purpose of notices
     to that party by a similar  notice  specifying a new  address,  but no such
     change shall be deemed to have been given unless it is sent and received in
     accordance with this Section 7(f).



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<PAGE>

          (g) No Set-Off.  Employer's  obligation to make  payments  pursuant to
     this Agreement shall be unconditional  and shall be made without  reduction
     of set off of any kind other than  applicable tax  withholding  and similar
     requirements under applicable law.

          (h)  Entire   Understanding;   No  Third  Party  Beneficiaries.   This
     Agreement,  with  the  Confidentiality  Agreement,  represents  the  entire
     understanding  of the  Employer and  Employee  with  respect to  Employee's
     employment with the Employer and Employee's compensation therefor. The Term
     Sheet (the "Term  Sheet")  dated as of May 31, 2002  between  Employer  and
     Employee  relating to  Employee's  employment  shall be deemed to be merged
     into and  superseded  by this  Agreement and of no further force or effect.
     Nothing in this Agreement, express or implied, is intended to confer on any
     person, other than the parties hereto and their respective heirs, permitted
     representatives,  successors and permitted assigns,  any rights,  remedies,
     obligations or liabilities under or by reason of this Agreement.

          (i)  Severability.  If any of the  provisions of this Agreement or the
     Confidentiality  Agreement are found by any court of competent jurisdiction
     (or legally  empowered  agency) to be in  violation  of  applicable  law or
     unenforceable  for any reason  whatsoever,  then it is the intention of the
     parties that such  provision or  provisions  be deemed to be  automatically
     amended to the extent  necessary to comply with  applicable  law and permit
     enforcement.   If  any  of  the   provisions  of  this   Agreement  or  the
     Confidentiality  Agreement  shall  be  deemed  by any  court  of  competent
     jurisdiction  (or  legally  empowered  agency)  to be wholly  or  partially
     invalid,  such  determination  shall not affect the  binding  effect of the
     other provisions of this Agreement or the Confidentiality Agreement.

          (j) Counterparts. This Agreement and the Confidentiality Agreement may
     be executed in two or more counterparts,  including facsimile counterparts,
     each of which shall be deemed an original,  but all of which together shall
     constitute one and the same instrument.

          (k) Headings;  Interpretation.  The various headings  contained herein
     are for reference purposes only and do not limit or otherwise affect any of
     the  provisions  of this  Agreement.  It is the intent of the parties  that
     neither this Agreement nor the Confidentiality  Agreement be construed more
     strictly with regard to one party than with regard to any other party.

          (l)  Successors and Assigns.  This  Agreement and the  Confidentiality
     Agreement  shall be binding upon and inure to the benefit of any  successor
     or assigns of the  Employer,  whether  by  merger,  consolidation,  sale of
     assets or otherwise,  and reference  herein to the Employer shall be deemed
     to include any such successor or assigns.

          (m) Legal Fees.  The Company shall pay the  reasonable  legal expenses
     incurred by the Employee in connection with the negotiation,  execution and
     delivery of this Employment  Agreement,  the Confidentiality  Agreement and
     the Term Sheet.




                                       9
<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
     day and year first above written.

                                         BRITESMILE, INC.



                                         By: /s/ John Reed
                                         Name:  John Reed
                                         Title: CEO


                                           /s/ Bruce Fleming
                                         ---------------------------------------
                                         Bruce Fleming


                                       10
<PAGE>



                                   Exhibit A

                              First Year Objectives

     1.   Develop  a  strategic  plan  reasonably  acceptable  to the  Executive
          Committee for improving the efficiency of the Company's media spending
          with a focus on (a) improving the productivity of domestic  Associated
          Centers;  (b) improving the  productivity of domestic  Centers and (c)
          signing more productive Associated Centers.

     2.   The Company  achieving  average  "same  store"  Associated  Center net
          revenues  per office  per week  ("NRPOPW")  during the fiscal  quarter
          ending June 30, 2003 of $ * .

     3.   The Company  achieving  average  "same store" Center NRPOPW during the
          fiscal quarter ending June 30, 2003 of $ * .



          * Amount to be set by the  employer's  Chief  Executive  Officer after
          giving  reasonable   consideration  to  recommendations  made  by  the
          Employee within 60 days of the Start Date.

Source: OneCLE Business Contracts.