BRITESMILE INC
EXHIBIT 10 (B)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ednote.txt
<DESCRIPTION>EXHIBIT 10 (B)
<TEXT>
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, OR AN AVAILABLE
EXEMPTION THEREUNDER


                           CONVERTIBLE PROMISSORY NOTE

$2,500,000                                                     November 20, 2002


                  FOR VALUE RECEIVED, BriteSmile, Inc., a Utah corporation (the
"Company"), hereby promises to pay to the order of LCO Investments Limited
("Payee") the principal sum of Two Million Five Hundred Thousand Dollars
($2,500,000), together with all accrued and unpaid interest thereon. Interest on
the principal amount of this Note outstanding from time to time will accrue from
and including the date hereof until and including the date such principal amount
is paid, at the annual rate of Two percent (2%). The principal amount of this
Note and all accrued and unpaid interest thereon shall be due and payable on
November 20, 2005. This Note may be prepaid in whole or in part at any time.

                  This Note may not be assigned by Payee without the express
written permission of the Company. This Note shall be binding upon the
successors and assigns of the Debtor.

                  During the term of this Note or any extension thereof, all
sums due and owing under this Note may be converted, at the option of the Payee,
into shares of Common Stock of the Company, at a conversion price per share of
Forty Cents ($0.40). Conversion must be made, if at all, in the amount of all
outstanding obligations under this Note. Payee shall not have the right to
partial conversion of the obligations owing hereunder.

                  IN WITNESS WHEREOF, the undersigned has executed this Note as
of the date first written above.


                                                     BRITESMILE, INC.


                                       By:
                                          ------------------------------------

                                       Title:
                                             ---------------------------------


</TEXT>
</DOCUMENT>
