Exhibit 10.1

[***] Represents material information which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

AMENDMENT NO. 1 TO AMENDED AND RESTATED

DISTRIBUTION, LICENSE AND MANUFACTURING

AGREEMENT

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED DISTRIBUTION, LICENSE AND MANUFACTURING AGREEMENT (this “ Agreement ”) is made as of August 11, 2009 (the “ Amendment No. 1 Effective Date ”) by and among Remedent, Inc., a Nevada corporation (“ Remedent Nevada ”), Remedent N.V., a Belgian corporation (“ Remedent Belgium ”, and together with Remedent Nevada, “ Remedent ”), and Den-Mat Holdings, LLC, a Delaware limited liability company (“ Den-Mat ”).

WHEREAS , Den-Mat and Remedent have entered into that certain Amended and Restated Distribution, License and Manufacturing Agreement dated as of June 3, 2009 (the “2009 Agreement”) relating to the marketing, distribution, licensing and sale of the GlamSmile Products and the Other Products (as such terms are defined in the 2009 Agreement); and

WHEREAS , Den-Mat and Remedent wish to amend the 2009 Agreement as hereinafter provided;

NOW, THEREFORE , in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Remedent and Den-Mat hereby agree as follows.

Capitalized terms used herein without definition shall have the respective meanings given to them in the 2009 Agreement.

2.            Amendments to 2009 Agreement. The following provisions of the 2009 Agreement are hereby amended as follows:

2.1         Section 6.1.2 is hereby amended to provide that the $250,000 payment due upon the expiration of the first Contract Period shall be accelerated and shall be due and payable on the earlier to occur of (i) sixty (60) days after the Amendment No. 1Effective Date or (ii) Remedent shall have performed, to Den-Mat’s reasonable satisfaction, a successful live patient clinical demonstration of Remedent’s new veneer seating technology which is more fully described in Annex A hereto (known as “Prego System Technology”). The payment dates for the additional amounts due under Section 6.1.2 (at the expiration of the second and third Contract Periods) shall remain unchanged.

2.2         Section 6.4 is hereby amended to add a new Section 6.4.3 as follows:

          6.4.3     Royalty Payments for Products Manufactured