BRITESMILE INC
FORM OF WARRANT TO PURCHASE
<DOCUMENT>
<TYPE>EX-10.B
<SEQUENCE>3
<FILENAME>dex10b.txt
<DESCRIPTION>FORM OF WARRANT TO PURCHASE
<TEXT>

<PAGE>

THIS WARRANT AND THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES LAWS, HAVE BEEN
TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR
TRANSFER UNLESJackson Walker L.L.P.Financial Printing GroupTHIS WARRANT AND THE
UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN
FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR
TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER
APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, OR
IN THE OPINION OF COUNSEL (WHICH OPINION IS REASONABLY SATISFACTORY TO THE
ISSUER OF THESE SECURITIES), SUCH REGISTRATION UNDER THE SECURITIES ACT AND
OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED.

Date: April 30, 2001                                         Warrant to Purchase
                                                                 ***______***
                                                                    Shares


                                BRITESMILE, INC.


               (Incorporated under the laws of the State of Utah)


             REPRESENTATIVE'S WARRANT FOR THE PURCHASE OF SHARES OF

                                  COMMON STOCK


   Warrant Price: $5.25 per share, subject to adjustment as provided below.

     THIS IS TO CERTIFY that, for value received, Stonegate Securities, Inc. and
its assigns (collectively, the "Holder"), is entitled to purchase, subject to
the terms and conditions hereinafter set forth, up to ***______*** shares of the
$.001 par value common stock ("Common Stock") of BriteSmile, Inc., a Utah
corporation (the "Company"), and to receive certificate(s) for the Common Stock
so purchased.

     1.  Exercise Period and Vesting. The exercise period is the period
beginning on the date of this Warrant (the "Issuance Date") and ending at 5:00
p.m., Dallas, Texas time, on April 30, 2006 (the "Exercise Period"). This
Warrant is vested in full as of the Issuance Date and is immediately exercisable
by Holder. This Warrant will terminate automatically and immediately upon the
expiration of the Exercise Period.

     2.  Exercise of Warrant; Cashless Exercise. This Warrant may be exercised,
in whole or in part, at any time and from time to time during the Exercise
Period. Such exercise shall be accomplished by tender to the Company of the
purchase price set forth above as the warrant price (the "Warrant Price"),
either (a) in cash, by wire transfer or by certified check or bank cashier's
check, payable to the order of the Company, or (b) by surrendering such number
of shares of Common Stock received upon exercise of this Warrant with a current
market price equal to the Warrant Price (a "Cashless Exercise"), together with
presentation and surrender to the Company of this Warrant with an executed
subscription in substantially the form attached hereto as Exhibit A (the
                                                          ---------
"Subscription"). Upon receipt of the foregoing, the Company will
<PAGE>

deliver to the Holder, as promptly as possible, a certificate or certificates
representing the shares of Common Stock so purchased, registered in the name of
the Holder or its transferee (as permitted under Section 3 below). With respect
to any exercise of this Warrant, the Holder will for all purposes be deemed to
have become the holder of record of the number of shares of Common Stock
purchased hereunder on the date a properly executed Subscription and payment of
the Warrant Price is received by the Company (the "Exercise Date"), irrespective
of the date of delivery of the certificate evidencing such shares, except that,
if the date of such receipt is a date on which the stock transfer books of the
Company are closed, such person will be deemed to have become the holder of such
shares at the close of business on the next succeeding date on which the stock
transfer books are open. Fractional shares of Common Stock will not be issued
upon the exercise of this Warrant. In lieu of any fractional shares that would
have been issued but for the immediately preceding sentence, the Holder will be
entitled to receive cash equal to the current market price of such fraction of a
share of Common Stock on the trading day immediately preceding the Exercise
Date. In the event this Warrant is exercised in part, the Company shall issue a
new Warrant to the Holder covering the aggregate number of shares of Common
Stock as to which this Warrant remains exercisable for.

     If the Holder elects to conduct a Cashless Exercise, the Company shall
cause to be delivered to the Holder a certificate or certificates representing
the number of shares of Common Stock computed using the following formula:

     X = Y (A-B)
           -----
             A

     Where:
             X  =  the number of shares of Common Stock to be issued to Holder;

             Y  =  the portion of the Warrant (in number of shares of Common
                   Stock) being exercised by Holder (at the date of such
                   calculation);

             A  =  the fair market value of one share of Common Stock on the
                   Exercise Date (as calculated below); and

             B  =  Warrant Price (as adjusted to the date of such calculation).

     For purposes of the foregoing calculation, "fair market value of one share
of Common Stock on the Exercise Date" shall mean:  (i) if the principal trading
market for such securities is a national or regional securities exchange, the
average closing price on such exchange for the ten (10) trading days immediately
prior to such Exercise Date; (ii) if sales prices for shares of Common Stock are
reported by the Nasdaq National Market System or Nasdaq Small Cap Market (or a
similar system then in use), the average last reported sales price for the ten
(10) trading days immediately prior to such Exercise Date; or (iii) if neither
(i) nor (ii) above are applicable, and if bid and ask prices for shares of
Common Stock are reported in the over-the-counter market by Nasdaq (or, if not
so reported, by the National Quotation Bureau), the average of the high bid and
low ask prices so reported for the ten (10) trading days immediately prior to
such Exercise Date.  Notwithstanding the foregoing, if there is no reported
closing price, last

                                       2
<PAGE>

reported sales price, or bid and ask prices, as the case may be, for the period
in question, then the current market price shall be determined as of the latest
ten (10) day period prior to such day for which such closing price, last
reported sales price, or bid and ask prices, as the case may be, are available,
unless such securities have not been traded on an exchange or in the over-the-
counter market for 30 or more days immediately prior to the day in question, in
which case the current market price shall be determined in good faith by, and
reflected in a formal resolution of, the Board of Directors of the Company. The
Company acknowledges and agrees that this Warrant was issued on the Issuance
Date.

     3.  Transferability and Exchange.

         (a)  This Warrant, and the Common Stock issuable upon the exercise
hereof, may not be sold, transferred, pledged or hypothecated unless the Company
shall have been provided with an opinion of counsel, or other evidence
reasonably satisfactory to it, that such transfer is not in violation of the
Securities Act, and any applicable state securities laws. Subject to the
satisfaction of the aforesaid condition, this Warrant and the underlying shares
of Common Stock shall be transferable from time to time by the Holder upon
written notice to the Company. If this Warrant is transferred, in whole or in
part, the Company shall, upon surrender of this Warrant to the Company, deliver
to each transferee a Warrant evidencing the rights of such transferee to
purchase the number of shares of Common Stock that such transferee is entitled
to purchase pursuant to such transfer. The Company may place a legend similar to
the legend at the top of this Warrant on any replacement Warrant and on each
certificate representing shares issuable upon exercise of this Warrant or any
replacement Warrants. Only a registered Holder may enforce the provisions of
this Warrant against the Company. A transferee of the original registered Holder
becomes a registered Holder only upon delivery to the Company of the original
Warrant and an original Assignment, substantially in the form set forth in
Exhibit B attached hereto.
------- -

         (b)  This Warrant is exchangeable upon its surrender by the Holder to
the Company for new Warrants of like tenor and date representing in the
aggregate the right to purchase the number of shares purchasable hereunder, each
of such new Warrants to represent the right to purchase such number of shares as
may be designated by the Holder at the time of such surrender.

     4.  Adjustments to Warrant Price and Number of Shares Subject to Warrant.
The Warrant Price and the number of shares of Common Stock purchasable upon the
exercise of this Warrant are subject to adjustment from time to time upon the
occurrence of any of the events specified in this Section 4. For the purpose of
this Section 4, "Common Stock" means shares now or hereafter authorized of any
class of common stock of the Company and any other stock of the Company, however
designated, that has the right to participate in any distribution of the assets
or earnings of the Company without limit as to per share amount (excluding, and
subject to any prior rights of, any class or series of preferred stock).

         (a)  In case the Company shall (i) pay a dividend or make a
distribution in shares of Common Stock or other securities, (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares, (iii)
combine its outstanding shares of Common Stock into a smaller number of shares,
or (iv) issue by reclassification of its shares of Common Stock other

                                       3
<PAGE>

securities of the Company, then the Warrant Price in effect at the time of the
record date for such dividend or on the effective date of such subdivision,
combination or reclassification, and/or the number and kind of securities
issuable on such date, shall be proportionately adjusted so that the Holder of
any Warrant thereafter exercised shall be entitled to receive the aggregate
number and kind of shares of Common Stock (or such other securities other than
Common Stock) of the Company, at the same aggregate Warrant Price, that, if such
Warrant had been exercised immediately prior to such date, the Holder would have
owned upon such exercise and been entitled to receive by virtue of such
dividend, distribution, subdivision, combination or reclassification. Such
adjustment shall be made successively whenever any event listed above shall
occur.

         (b)  In case the Company shall fix a record date for the making of a
distribution to all holders of Common Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
surviving corporation) of cash, evidences of indebtedness or assets, or
subscription rights or warrants, the Warrant Price to be in effect after such
record date shall be determined by multiplying the Warrant Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the current market price per share of Common Stock on such record date,
less the amount of cash so to be distributed (or the fair market value (as
determined in good faith by, and reflected in a formal resolution of, the Board
of Directors of the Company) of the portion of the assets or evidences of
indebtedness so to be distributed, or of such subscription rights or warrants,
applicable to one share of Common Stock, and the denominator of which shall be
such current market price per share of Common Stock. Such adjustment shall be
made successively whenever such a record date is fixed; and in the event that
such distribution is not so made, the Warrant Price shall again be adjusted to
be the Warrant Price which would then be in effect if such record date had not
been fixed.

         (c)  For the purpose of any computation under any subsection of this
Section 4, the "current market price" per share of Common Stock on any date
shall be the per share price of the Common Stock on the trading day immediately
prior to the event requiring an adjustment hereunder and shall be: (i) if the
principal trading market for such securities is a national or regional
securities exchange, the closing price on such exchange on such day; or (ii) if
sales prices for shares of Common Stock are reported by the Nasdaq National
Market System or Small Cap Market System (or a similar system then in use), the
last reported sales price so reported on such day; or (iii) if neither (i) nor
(ii) above are applicable, and if bid and ask prices for shares of Common Stock
are reported in the over-the-counter market by Nasdaq (or, if not so reported,
by the National Quotation Bureau), the average of the high bid and low ask
prices so reported on such day. Notwithstanding the foregoing, if there is no
reported closing price, last reported sales price, or bid and ask prices, as the
case may be, for the day in question, then the current market price shall be
determined as of the latest date prior to such day for which such closing price,
last reported sales price, or bid and ask prices, as the case may be, are
available, unless such securities have not been traded on an exchange or in the
over-the-counter market for 30 or more days immediately prior to the day in
question, in which case the current market price shall be determined in good
faith by, and reflected in a formal resolution of, the Board of Directors of the
Company.

                                       4
<PAGE>

         (d)  Notwithstanding any provision herein to the contrary, no
adjustment in the Warrant Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Warrant Price; provided,
however, that any adjustments which by reason of this subsection (d) are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 4 shall be made to
the nearest cent or the nearest one-hundredth of a share, as the case may be.

         (e)  In the event that at any time, as a result of an adjustment made
pursuant to subsection (a) above, the Holder of any Warrant thereafter exercised
shall become entitled to receive any shares of capital stock of the Company
other than shares of Common Stock, thereafter the number of such other shares so
receivable upon exercise of any Warrant shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the shares of Common Stock contained in this Section
4, and the other provisions of this Warrant shall apply on like terms to any
such other shares.

         (f)  If the Company merges or consolidates into or with another
corporation or entity, or if another corporation or entity merges into or with
the Company (excluding such a merger in which the Company is the surviving or
continuing corporation and which does not result in any reclassification,
conversion, exchange, or cancellation of the outstanding shares of Common
Stock), or if all or substantially all of the assets or business of the Company
are sold or transferred to another corporation, entity, or person, then, as a
condition to such consolidation, merger, or sale (a "Transaction"), lawful and
adequate provision shall be made whereby the Holder shall have the right from
and after the Transaction to receive, upon exercise of this Warrant and upon the
terms and conditions specified herein and in lieu of the shares of the Common
Stock that would have been issuable if this Warrant had been exercised
immediately before the Transaction, such shares of stock, securities, or assets
as the Holder would have owned immediately after the Transaction if the Holder
had exercised this Warrant immediately before the effective date of the
Transaction.

     5.  Registration Rights. The Holder shall be entitled to the benefits of
the registration rights set forth in Exhibit C attached hereto.
                                     ---------

     6.  Reservation of Shares. The Company agrees at all times to reserve and
hold available out of its authorized but unissued shares of Common Stock the
number of shares of Common Stock issuable upon the full exercise of this
Warrant. The Company further covenants and agrees that all shares of Common
Stock that may be delivered upon the exercise of this Warrant will, upon
delivery, be fully paid and nonassessable and free from all taxes, liens and
charges with respect to the purchase thereof hereunder.

     7.  Notices to Holder. Upon any adjustment of the Warrant Price (or number
of shares of Common Stock purchasable upon the exercise of this Warrant)
pursuant to Section 4, the Company shall promptly thereafter cause to be given
to the Holder written notice of such adjustment. Such notice shall include the
Warrant Price (and/or the number of shares of Common Stock purchasable upon the
exercise of this Warrant) after such adjustment, and shall set forth in
reasonable detail the Company's method of calculation and the facts upon which
such

                                       5
<PAGE>

calculations were based. Where appropriate, such notice shall be given in
advance and included as a part of any notice required to be given under the
other provisions of this Section 7.

     In the event of (a) any fixing by the Company of a record date with respect
to the holders of any class of securities of the Company for the purpose of
determining which of such holders are entitled to dividends or other
distributions, or any rights to subscribe for, purchase or otherwise acquire any
shares of capital stock of any class or any other securities or property, or to
receive any other right, (b) any capital reorganization of the Company, or
reclassification or recapitalization of the capital stock of the Company or any
transfer of all or substantially all of the assets or business of the Company
to, or consolidation or merger of the Company with or into, any other entity or
person, or (c) any voluntary or involuntary dissolution or winding up of the
Company, then and in each such event the Company will give the Holder a written
notice specifying, as the case may be (i) the record date for the purpose of
such dividend, distribution, or right, and stating the amount and character of
such dividend, distribution, or right; or (ii) the date on which any such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, conveyance, dissolution, liquidation, or winding up is to take place and
the time, if any is to be fixed, as of which the holders of record of Common
Stock (or such capital stock or securities receivable upon the exercise of this
Warrant) shall be entitled to exchange their shares of Common Stock (or such
other stock securities) for securities or other property deliverable upon such
event.  Any such notice shall be given at least 10 days prior to the earliest
date therein specified.

     8.  No Rights as a Stockholder. This Warrant does not entitle the Holder to
any voting rights or other rights as a stockholder of the Company, nor to any
other rights whatsoever except the rights herein set forth.

     9.  Additional Covenants of the Company. For so long as the Common Stock is
listed for trading on any regional or national securities exchange or Nasdaq
(National Market or Small Cap System), the Company shall, upon issuance of any
shares for which this Warrant is exercisable, at its expense, promptly obtain
and maintain the listing of such shares.

     The Company shall comply with the reporting requirements of Sections 13 and
15(d) of the Exchange Act for so long as and to the extent that such
requirements apply to the Company.

     The Company shall not, by amendment of its Articles or Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant.  Without limiting the generality of the foregoing, the Company (a) will
at all times reserve and keep available, solely for issuance and delivery upon
exercise of this Warrant, shares of Common Stock issuable from time to time upon
exercise of this Warrant, (b) will not increase the par value of any shares of
capital stock receivable upon exercise of this Warrant above the amount payable
therefor upon such exercise, and (c) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable stock.

     10. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Company, the Holder and their respective successors and
permitted assigns.

                                       6
<PAGE>

     11. Notices. The Company agrees to maintain a ledger of the ownership of
this Warrant (the "Ledger"). Any notice hereunder shall be given by registered
or certified mail if to the Company, at its principal executive office and, if
to the Holder, to its address shown in the Ledger of the Company; provided,
however, that the Holder may at any time on three (3) days written notice to the
Company designate or substitute another address where notice is to be given.
Notice shall be deemed given and received after a certified or registered
letter, properly addressed with postage prepaid, is deposited in the U.S. mail.

     12. Severability. Every provision of this Warrant is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the remainder of this
Warrant.

     13. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Utah without giving effect to the
principles of choice of laws thereof.

     14. Attorneys' Fees. In any action or proceeding brought to enforce any
provision of this Warrant, the prevailing party shall be entitled to recover
reasonable attorneys' fees in addition to its costs and expenses and any other
available remedy.

     15. Entire Agreement. This Warrant (including the Exhibits attached hereto)
constitutes the entire understanding between the Company and the Holder with
respect to the subject matter hereof, and supersedes all prior negotiations,
discussions, agreements and understandings relating to such subject matter.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its duly authorized officer as of the date first set forth above.


                                BRITESMILE, INC.



                                By:___________________________
                                Title:________________________

                                       7
<PAGE>

                                   Exhibit A
                                   ---------


                               SUBSCRIPTION FORM

(To be Executed by the Holder to Exercise the Rights To Purchase Common Stock
Evidenced by the Within Warrant)

     The undersigned hereby irrevocably subscribes for _______ shares (the
"Stock") of the Common Stock of BriteSmile, Inc. (the "Company") pursuant to and
in accordance with the terms and conditions of the attached Warrant (the
"Warrant"), and hereby makes payment of $_______ therefor by (i) tendering cash,
wire transferring or delivering a certified check or bank cashier's check,
payable to the order of the Company, or (ii) surrendering _______ shares of
Common Stock received upon exercise of the Warrant, which shares have a current
market price equal to such payment as required in Section 2 of the Warrant.  The
undersigned requests that a certificate for the Stock be issued in the name of
the undersigned and be delivered to the undersigned at the address stated below.
If the Stock is not all of the shares purchasable pursuant to the Warrant, the
undersigned requests that a new Warrant of like tenor for the balance of the
remaining shares purchasable thereunder be delivered to the undersigned at the
address stated below.

     In connection with the issuance of the Stock, I hereby represent to the
Company that I am acquiring the Stock for my own account for investment and not
with a view to, or for resale in connection with, a distribution of the shares
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").

     I understand that because the Stock has not been registered under the
Securities Act, I must hold such Stock indefinitely unless the Stock is
subsequently registered and qualified under the Securities Act or is exempt from
such registration and qualification. I shall make no transfer or disposition of
the Stock unless (a) such transfer or disposition can be made without
registration under the Securities Act by reason of a specific exemption from
such registration and such qualification, or (b) a registration statement has
been filed pursuant to the Securities Act and has been declared effective with
respect to such disposition.

     I agree that each certificate representing the Stock delivered to me shall
bear substantially the same legend as set forth on the front page of the
Warrant.

     I further agree that the Company may place stop orders on the certificates
evidencing the Stock with the transfer agent, if any, to the same effect as the
above legend.  The legend and stop transfer notice referred to above shall be
removed only upon my furnishing to the Company of an opinion of counsel
(reasonably satisfactory to the Company) to the effect that such legend may be
removed.


Date: _______________________                   Signed: ______________________

                                                Address: _____________________
                                                         _____________________


                                      A-1
<PAGE>

                                   Exhibit B
                                   ---------


                                   ASSIGNMENT


   (To be Executed by the Holder to Effect Transfer of the Attached Warrant)

For Value Received __________________________ hereby sells, assigns and
transfers to _________________________ the Warrant attached hereto and the
rights represented thereby to purchase _________ shares of Common Stock in
accordance with the terms and conditions hereof, and does hereby irrevocably
constitute and appoint _________________________ as attorney to transfer such
Warrant on the books of the Company with full power of substitution.

Dated:________________________            Signed: _____________________________

Please print or typewrite                 Please insert Social Security
name and address of                       or other Tax Identification
assignee:                                 Number of Assignee:

_____________________________             _____________________________________

_____________________________

_____________________________



                                     B-1
<PAGE>

                                   Exhibit C

                              Registration Rights

1.  Definitions.
    -----------
    (a)  As used in this Exhibit C, the following terms shall have the meanings:

         (i)    "Affiliate," of any specified Person means any other Person who
     directly, or indirectly through one or more intermediaries, is in control
     of, is controlled by, or is under common control with, such specified
     Person. For purposes of this definition, control of a Person means the
     power, directly or indirectly, to direct or cause the direction of the
     management and policies of such Person whether by contract, securities
     ownership or otherwise; and the terms "controlling" and "controlled" have
     the respective meanings correlative to the foregoing.

         (ii)   "Commission" means the Securities and Exchange Commission.

         (iii)  "Exchange Act" means the Securities Exchange Act of 1934, as
     amended, and the rules and regulations of the Commission thereunder, or any
     similar successor statute.

         (iv)   "Person" means any individual, partnership, corporation, limited
     liability company, joint stock company, association, trust, unincorporated
     organization, or a government agency or political subdivision thereof.

         (v)    "Prospectus" means the prospectus (including any preliminary
     prospectus and/or any final prospectus filed pursuant to Rule 424(b) under
     the Securities Act and any prospectus that discloses information previously
     omitted from a prospectus filed as part of an effective registration
     statement in reliance on Rule 430A under the Securities Act) included in
     the Registration Statement, as amended or supplemented by any prospectus
     supplement with respect to the terms of the offering of any portion of the
     Registrable Securities covered by the Registration Statement and by all
     other amendments and supplements to such prospectus, including all material
     incorporated by reference in such prospectus and all documents filed after
     the date of such prospectus by the Company under the Exchange Act and
     incorporated by reference therein.

         (vi)   "Public Offering" means an offer registered with the Commission
     and the appropriate state securities commissions by the Company of its
     Common Stock and made pursuant to the Securities Act.

         (vii)  "Registrable Securities" means the shares of Common Stock issued
     or issuable upon exercise of the Warrant, and any securities of the Company
     issued with respect to the Common Stock by way of stock dividend or stock
     split or in connection with a combination, recapitalization, share
     exchange, consolidation or other reorganization of the Company; provided,
     however, a share of Common Stock shall cease

                                      C-1
<PAGE>

     to be a Registrable Security for purposes of this Exhibit C when it no
     longer is a Restricted Security.

         (viii) "Registration Statement" means a registration statement of the
     Company filed on an appropriate form under the Securities Act providing for
     the registration of, and the sale on a continuous or delayed basis by the
     holders of, all of the Registrable Securities pursuant to Rule 415 under
     the Securities Act, including the Prospectus contained therein and forming
     a part thereof, any amendments to such registration statement and
     supplements to such Prospectus, and all exhibits and other material
     incorporated by reference in such registration statement and Prospectus.

         (ix)   "Restricted Security" means any share of Common Stock except any
     that (i) have been registered pursuant to an effective registration
     statement under the Securities Act and sold in a manner contemplated by the
     prospectus included in such registration statement, (ii) have been
     transferred in compliance with the resale provisions of Rule 144 under the
     Securities Act (or any successor provision thereto) or is transferable
     pursuant to paragraph (k) of Rule 144 under the Securities Act (or any
     successor provision thereto), or (iii) otherwise has been transferred and a
     new share of Common Stock not subject to transfer restrictions under the
     Securities Act has been delivered by or on behalf of the Company.

         (x)    "Securities Act" means the Securities Act of 1933, as amended,
     and the rules and regulations of the Commission thereunder, or any similar
     successor statute.

         (xi)   "Warrant" shall mean the Representative's Warrant issued by
     BriteSmile, Inc. to which the Exhibit C is an exhibit thereto.

     (b)  All capitalized terms used and not defined herein have the respective
meaning assigned to them in the Warrant.

2.   Registration.
     ------------

     (a)  Filing and Effectiveness of Registration Statement.  The Company shall
          --------------------------------------------------
prepare and file with the Commission not later than twenty business days
following the Final Closing (as that term is defined in the form of Subscription
Agreement utilized in the private placement of Common Stock by the Company in
which Stonegate Securities, Inc. ("Stonegate") served as placement agent, and in
connection with which the Warrant was issued (the "Offering")) (the "Filing
Deadline") a Registration Statement relating to the offer and sale of the
Registrable Securities and shall use its best efforts to cause the Commission to
declare such Registration Statement effective under the Securities Act as
promptly as practicable, but not later than 120 days after the Final Closing
(the "Effectiveness Deadline"). The shares of Common Stock issued in the
Offering and the Registrable Securities shall be included in such Registration
Statement. The Company shall notify the Holder by written notice that such
Registration Statement has been declared effective by the Commission within
three (3) business days of such declaration by the Commission. The Company
agrees to keep such Registration Statement effective until the earlier of: (i)
the passage of two years from the effective date of such

                                      C-2
<PAGE>

Registration Statement; or (ii) the date on which all Registrable Securities may
be resold by the Holder by reason of Rule 144(k) under the Securities Act or any
other rule of similar effect.

     (b)  Piggyback Registration Rights.  (i)  Until such date as the
          -----------------------------
Registration Statement to be filed in accordance with Section 2(a) is declared
effective by the Commission, if the Company proposes to register any of its
Common Stock or any other shares of common stock of the Company under the
Securities Act (other than a registration (A) on Form S-8 or S-4 or any
successor or similar forms, (B) relating to Common Stock or any other shares of
common stock of the Company issuable upon exercise of employee or consultant
share options or in connection with any employee benefit or similar plan of the
Company or (C) in connection with a direct or indirect acquisition by the
Company of another Person or any transaction with respect to which Rule 145 (or
any successor provision) under the Securities Act applies), whether or not for
sale for its own account, it will each such time, give prompt written notice at
least 20 days prior to the anticipated filing date of the registration statement
relating to such registration to the Holder, which notice shall set forth the
Holder's rights under this Section 2(c) and shall offer the Holder the
opportunity to include in such registration statement such number of Registrable
Securities as the Holder may request. Upon the written request of the Holder
made within 10 days after the receipt of notice from the Company (which request
shall specify the number of Registrable Securities intended to be disposed of by
the Holder), the Company will use its best efforts to effect the registration
under the Securities Act of all Registrable Securities that the Company has been
so requested to register by the Holder, to the extent requisite to permit the
disposition of the Registrable Securities to be so registered; provided,
however, that (A) if such registration involves a Public Offering, the Holder
must sell its Registrable Securities to the underwriters on the same terms and
conditions as apply to the Company and (B) if, at any time after giving written
notice of its intention to register any Registrable Securities pursuant to this
Section 2(c) and prior to the effective date of the registration statement filed
in connection with such registration, the Company shall determine for any reason
not to register such Registrable Securities, the Company shall give written
notice to the Holder and, thereupon, shall be relieved of its obligation to
register any Registrable Securities in connection with such registration. The
Company's obligations under this Section 2(c) shall terminate on the date that
the registration statement to be filed in accordance with Section 2(a) is
declared effective by the Commission. (ii) If a registration pursuant to this
Section 2(c) involves a Public Offering and the managing underwriter thereof
advises the Company that, in its view, the number of shares of Common Stock, if
any, or other shares of Common Stock that the Company and the Holder intend to
include in such registration exceeds the largest number of shares of Common
Stock (including any other shares of Common Stock or warrants of the Company)
that can be sold without having an adverse effect on such Public Offering (the
"Maximum Offering Size"), the Company will include in such registration only
that number of shares of Common Stock which does not exceed the Maximum Offering
Size, in the following order of priorities: (1) first, all securities the
Company proposes to sell for its own account, (2) second, up to the full number
of securities proposed to be registered for the account of the holders of
securities entitled to inclusion of their securities in the Registration
Statement by reason of demand registration rights, and (3) third, the securities
requested to be registered by other holders of securities entitled to
participate in the registration, drawn from them pro-rata based on the number of
shares each has requested to be included in such registration and the Holder
pursuant to this Exhibit C.

                                      C-3
<PAGE>

     If as a result of the proration provisions of this Section 2(c)(ii), the
Holder is not entitled to include all such Registrable Securities in such
registration, the Holder may elect to withdraw its request to include any
Registrable Securities in such registration.

     Notwithstanding the foregoing, the Company shall have no obligations under
this Section 2(c) hereof at any time that such Registrable Securities are the
subject of an effective registration statement.

3.   Obligations of the Company.  In connection with the registration of the
     --------------------------
Registrable Securities, the Company shall use its reasonable best efforts to:

     (a)  Subject to the provisions of Section 3(r) hereof, promptly (i) prepare
and file with the Commission such amendments (including post-effective
amendments) to the Registration Statement and supplements to the Prospectus as
may be necessary to keep the Registration Statement continuously effective and
in compliance with the provisions of the Securities Act applicable thereto so as
to permit the Prospectus forming part thereof to be current and useable by the
Holder for resales of the Registrable Securities for a period of two years from
the date the Registrable Securities is first declared effective by the
Commission (the "Effective Time") or such shorter period that will terminate
when all the Registrable Securities covered by the Registration Statement have
been sold pursuant thereto in accordance with the plan of distribution provided
in the Prospectus, transferred pursuant to Rule 144 under the Securities Act or
otherwise transferred in a manner that results in the delivery of new securities
not subject to transfer restrictions under the Securities Act (the "Registration
Period") and (ii) take all lawful action such that each of (A) the Registration
Statement and any amendment thereto does not, when it becomes effective, contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, not misleading
and (B) the Prospectus forming part of the Registration Statement, and any
amendment or supplement thereto, does not at any time during the Registration
Period include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Notwithstanding the foregoing, the Company's obligations hereunder
shall terminate as to the Holder at such time as the Holder's Registrable
Securities can be sold under Rule 144(k);

     (b)  During the Registration Period, comply with the provisions of the
Securities Act with respect to the Registrable Securities of the Company covered
by the Registration Statement until such time as all of such Registrable
Securities have been disposed of in accordance with the intended methods of
disposition by the Holder as set forth in the Prospectus forming part of the
Registration Statement;

     (c)  (i) Prior to the filing with the Commission of any Registration
Statement (including any amendments thereto) and the distribution or delivery of
any Prospectus (including any supplements thereto), provide draft copies thereof
(including a copy of the accountant's consent letter to be included in the
filing) to Stonegate and reflect in such documents all such comments as
Stonegate reasonably may propose; and (ii) furnish to Stonegate for delivery to
Holder whose Registrable Securities are included in the Registration Statement,
(A) promptly after the same is prepared and publicly distributed, filed with the
Commission, or received by the

                                      C-4
<PAGE>

Company, one copy of the Registration Statement, each Prospectus, and each
amendment or supplement thereto, and (B) such number of copies of the Prospectus
and all amendments and supplements thereto and such other documents, as the
Holder may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by the Holder;

     (d)  (i) Register or qualify the Registrable Securities covered by the
Registration Statement under such securities or "blue sky" laws of all
jurisdictions requiring blue sky registration or qualification, (ii) prepare and
file in such jurisdictions such amendments (including post-effective amendments)
and supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof at all times during the Registration Period,
(iii) take all such other lawful actions as may be necessary to maintain such
registrations and qualifications in effect at all times during the Registration
Period, and (iv) take all such other lawful actions reasonably necessary or
advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (A) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3(d), (B) subject itself to general taxation in any such jurisdiction or
(C) file a general consent to service of process in any such jurisdiction;

     (e)  As promptly as practicable after becoming aware of such event, notify
the Holder of the occurrence of any event, as a result of which the Prospectus
included in the Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and promptly prepare
an amendment to the Registration Statement and supplement to the Prospectus to
correct such untrue statement or omission, and deliver a number of copies of
such supplement and amendment to the Holder as the Holder may reasonably
request;

     (f)  As promptly as practicable after becoming aware of such event, notify
the Holder who holds Registrable Securities being sold (or, in the event of an
underwritten offering, the managing underwriters) of the issuance by the
Commission of any stop order or other suspension of the effectiveness of the
Registration Statement at the earliest possible time and take all lawful action
to effect the withdrawal, recession or removal of such stop order or other
suspension;

     (g)  Cause all the Registrable Securities covered by the Registration
Statement to be listed on the principal national securities exchange, and
included in an inter-dealer quotation system of a registered national securities
association, on or in which securities of the same class or series issued by the
Company are then listed or included;

     (h)  Maintain a transfer agent and registrar, which may be a single entity,
for the Registrable Securities not later than the effective date of the
Registration Statement;

     (i)  Cooperate with the Holder who holds Registrable Securities being
offered to facilitate the timely preparation and delivery of certificates for
the Registrable Securities to be offered pursuant to the registration statement
and enable such certificates for the Registrable Securities to be in such
denominations or amounts, as the case may be, as the Holder reasonably may
request and registered in such names as the Holder may request; and, within
three business

                                      C-5
<PAGE>

days after a registration statement which includes Registrable Securities is
declared effective by the Commission, deliver and cause legal counsel selected
by the Company to deliver to the transfer agent for the Registrable Securities
(with copies to the Holder whose Registrable Securities are included in such
registration statement) an appropriate instruction and, to the extent necessary,
an opinion of such counsel;

     (j)  Take all such other lawful actions reasonably necessary to expedite
and facilitate the disposition by the Holder of its Registrable Securities in
accordance with the intended methods therefor provided in the Prospectus which
are customary under the circumstances;

     (k)  Make generally available to its security holders as soon as
practicable, but in any event not later than three (3) months after (i) the
effective date (as defined in Rule 158(c) under the Securities Act) of the
Registration Statement, and (ii) the effective date of each post-effective
amendment to the Registration Statement, as the case may be, an earnings
statement of the Company and its subsidiaries complying with Section 11(a) of
the Securities Act and the rules and regulations of the Commission thereunder
(including, at the option of the Company, Rule 158);

     (l)  In the event of an underwritten offering, promptly include or
incorporate in a Prospectus supplement or post-effective amendment to the
Registration Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all required filings of such Prospectus supplement or post-effective amendment
as soon as practicable after it is notified of the matters to be included or
incorporated in such Prospectus supplement or post-effective amendment;

     (m)  In connection with any underwritten offering, make such
representations and warranties to the Holder participating in such underwritten
offering and to the managers, in form, substance and scope as are customarily
made by the Company to underwriters in secondary underwritten offerings;

     (n)  In connection with any underwritten offering, obtain opinions of
counsel to the Company (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the managers) addressed to the
underwriters, covering such matters as are customarily covered in opinions
requested in secondary underwritten offerings (it being agreed that the matters
to be covered by such opinions shall include, without limitation, as of the date
of the opinion and as of the date the Registration Statement is first declared
effective or most recent post- effective amendment thereto, as the case may be,
the absence from the Registration Statement and the Prospectus, including any
documents incorporated by reference therein, of an untrue statement of a
material fact or the omission of a material fact required to be stated therein
or necessary to make the statements therein (in the case of the Prospectus, in
light of the circumstances under which they were made) not misleading, subject
to customary limitations);

     (o)  In connection with any underwritten offering, obtain "cold comfort"
letters and updates thereof from the independent public accountants of the
Company (and, if necessary, from the independent public accountants of any
subsidiary of the Company or of any business acquired by the Company, in each
case for which financial statements and financial data are, or are required to
be, included in the Registration Statement), addressed to each underwriter

                                      C-6
<PAGE>

participating in such underwritten offering (if such underwriter has provided
such letter, representations or documentation, if any, required for such cold
comfort letter to be so addressed), in customary form and covering matters of
the type customarily covered in "cold comfort" letters in connection with
secondary underwritten offerings;

     (p)  In connection with any underwritten offering, deliver such documents
and certificates as may be reasonably required by the managers, if any; and

     (q)  In the event that any broker-dealer registered under the Exchange Act
shall be an "Affiliate" (as defined in Rule 2729(b)(1) of the rules and
regulations of the National Association of Securities Dealers, Inc. (the "NASD
Rules") (or any successor provision thereto)) of the Company or has a "conflict
of interest" (as defined in Rule 2720(b)(7) of the NASD Rules (or any successor
provision thereto)) and such broker-dealer shall underwrite, participate as a
member of an underwriting syndicate or selling group or assist in the
distribution of any Registrable Securities covered by the Registration
Statement, whether as a holder of such Registrable Securities or as an
underwriter, a placement or sales agent or a broker or dealer in respect
thereof, or otherwise, the Company shall assist such broker-dealer in complying
with the requirements of the NASD Rules, including, without limitation, by (A)
engaging a "qualified independent underwriter" (as defined in Rule 2720(b)(15)
of the NASD Rules (or any successor provision thereto)) to participate in the
preparation of the Registration Statement relating to such Registrable
Securities, to exercise usual standards of due diligence in respect thereof and
to recommend the public offering price of such Registrable Securities, (B)
indemnifying such qualified independent underwriter to the extent of the
indemnification of underwriters provided in Section 5 hereof, and (C) providing
such information to such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the NASD Rules.

     (r)  Notwithstanding anything to the contrary in Section 3, at any time
after the Registration Statement has been declared effective, the Company may
delay the disclosure of material non-public information concerning the Company,
the disclosure of which at the time is not, in the good faith opinion of the
Company and its counsel, in the best interest of the Company (a "Grace Period");
provided, that the Company shall promptly (i) notify the Holder in writing of
the existence of material non-public information giving rise to a Grace Period
and the date on which the Grace Period will begin, and (ii) notify the Holder in
writing of the date on which the Grace Period ends; and, provided further, that
during any consecutive 365 day period, there shall be only two Grace Periods,
such Grace Periods in total not to exceed 30 days. For purposes of determining
the length of a Grace Period above, the Grace Period shall begin on and include
the date the holders receive the notice referred to in clause (i) and shall end
on and include the date the holders receive the notice referred to in clause
(ii).

     Notwithstanding the foregoing, the Company shall have no obligations under
Section 3(l) through (q) unless it is effecting an underwritten offering
pursuant to Section 2(c).

4.   Obligations of the Holder.  In connection with the registration of the
     -------------------------
Registrable Securities, the Holder shall have the following obligations:

     (a)  It shall be a condition precedent to the obligations of the Company to
complete the registration pursuant to this Exhibit C with respect to the
Registrable Securities of the Holder

                                      C-7
<PAGE>

that the Holder shall furnish to the Company such information regarding itself,
the Registrable Securities held by it and the intended method of disposition of
the Registrable Securities held by it as shall be reasonably required to effect
the registration of such Registrable Securities and shall execute such documents
in connection with such registration as the Company may reasonably request. As
least ten business days prior to the first anticipated filing date of the
Registration Statement, the Company shall notify Holder and its counsel, whether
in-house or otherwise ("Counsel") of the information the Company requires from
the Holder (the "Requested Information") if the Holder elects to have any of its
Registrable Securities included in the Registration Statement. If at least four
business days prior to the anticipated filing date the Company has not received
the Requested Information from the Holder (a "Non-Responsive Holder") or its
Counsel, then the Company shall send the Non-Responsive Holder and its Counsel a
reminder of such information request. If at least two business days prior to the
anticipated filing date the Company still has not received the Requested
Information from the Non-Responsive Holder or its Counsel, then the Company may
file the Registration Statement without including Registrable Securities of the
Non-Responsive Holder and have no further registration obligations to the Non-
Responsive Holder;

     (b)  The Holder by its acceptance of the Registrable Securities agrees to
cooperate with the Company in connection with the preparation and filing of the
Registration Statement hereunder, unless the Holder has notified the Company in
writing of its election to exclude all of its Registrable Securities from the
Registration Statement; the Company shall, on its part, ensure that Item 507 of
Regulation S-K of the Securities Act (regarding information on the selling
security holders) be complied with in connection with its preparation and filing
of the Registration Statement hereunder;

     (c)  As promptly as practicable after becoming aware of such event, notify
the Company of the occurrence of any event, as a result of which the Prospectus
included in the Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; and

     (d)  The Holder agrees that, upon receipt of any notice from the Company of
the occurrence of any event of the kind described in Section 3(e) or 3(f), it
shall immediately discontinue its disposition of Registrable Securities pursuant
to the Registration Statement covering such Registrable Securities until the
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(e) and, if so directed by the Company, the Holder
shall deliver to the Company (at the expense of the Company) or destroy (and
deliver to the Company a certificate of destruction) all copies in the Holder's
possession, of the Prospectus covering such Registrable Securities current at
the time of receipt of such notice.

5.   Expenses of Registration.  All expenses, other than underwriting discounts
     ------------------------
and commissions, incurred in connection with registrations, filings or
qualifications pursuant to Section 3, but including, without limitation, all
registration, listing, and qualifications fees, printing and engraving fees,
accounting fees, and the fees and disbursements of counsel for the Company, and
the reasonable fees, not to exceed $5,000.00, of one firm of counsel to the
holders of a majority in interest of the Registrable Securities shall be borne
by the Company.

                                      C-8
<PAGE>

6.   Indemnification and Contribution.
     --------------------------------

     (a)  The Company shall indemnify and hold harmless the Holder and each
underwriter, if any, which facilitates the disposition of Registrable
Securities, and each of their respective officers and directors and each person
who controls the Holder or underwriter within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act (each such person being
sometimes hereinafter referred to as an "Indemnified Person") from and against
any losses, claims, damages or liabilities, joint or several, to which such
Indemnified Person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or an
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, not misleading, or
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any Prospectus or an omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and the Company hereby agrees to
reimburse such Indemnified Person for all reasonable legal and other expenses
incurred by them in connection with investigating or defending any such action
or claim as and when such expenses are incurred; provided, however, that the
Company shall not be liable to any such Indemnified Person in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon (i) an untrue statement or alleged untrue statement made in, or an
omission or alleged omission from, such Registration Statement or Prospectus in
reliance upon and in conformity with written information furnished to the
Company by such Indemnified Person expressly for use therein or (ii) in the case
of the occurrence of an event of the type specified in Section 3(e), the use by
the Indemnified Person of an outdated or defective Prospectus after the Company
has provided to such Indemnified Person written notice that such Prospectus is
outdated or defective.

     (b)  Indemnification by the Holder and Underwriters.  The Holder agrees,
          ----------------------------------------------
as a consequence of the inclusion of any of its Registrable Securities in a
Registration Statement, and each underwriter, if any, which facilitates the
disposition of Registrable Securities shall agree, as a consequence of
facilitating such disposition of Registrable Securities, severally and not
jointly, to (i) indemnify and hold harmless the Company, its directors
(including any person who, with his or her consent, is named in the Registration
Statement as a director nominee of the Company), its officers and each person,
if any, who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, against any losses, claims,
damages or liabilities to which the Company or such other persons may become
subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in such Registration Statement or Prospectus or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein (in
light of the circumstances under which they were made, in the case of the
Prospectus), not misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by such holder or underwriter expressly for use
therein; provided, however, neither Holder nor underwriter shall be liable under
this Section 6(b) for any amount in

                                      C-9
<PAGE>

excess of the gross proceeds paid to the Holder or underwriter in respect of
shares sold by it, and (ii) reimburse the Company for any legal or other
expenses incurred by the Company in connection with investigating or defending
any such action or claim as such expenses are incurred.

     (c)  Notice of Claims, etc.  Promptly after receipt by a party seeking
          ---------------------
indemnification pursuant to this Section 6 (an "Indemnified Party") of written
notice of any investigation, claim, proceeding or other action in respect of
which indemnification is being sought (each, a "Claim"), the Indemnified Party
promptly shall notify the party against whom indemnification pursuant to this
Section 6 is being sought (the "Indemnifying Party") of the commencement
thereof; but the omission to so notify the Indemnifying Party shall not relieve
it from any liability that it otherwise may have to the Indemnified Party,
except to the extent that the Indemnifying Party is materially prejudiced and
forfeits substantive rights and defenses by reason of such failure. In
connection with any Claim as to which both the Indemnifying Party and the
Indemnified Party are parties, the Indemnifying Party shall be entitled to
assume the defense thereof. Notwithstanding the assumption of the defense of any
Claim by the Indemnifying Party, the Indemnified Party shall have the right to
employ separate legal counsel and to participate in the defense of such Claim,
and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs
and expenses of such separate legal counsel to the Indemnified Party if (and
only if): (x) the Indemnifying Party shall have agreed to pay such fees, costs
and expenses, (y) the Indemnified Party and the Indemnifying Party shall
reasonably have concluded that representation of the Indemnified Party by the
Indemnifying Party by the same legal counsel would not be appropriate due to
actual or, as reasonably determined by legal counsel to the Indemnified Party,
potentially differing interests between such parties in the conduct of the
defense of such Claim, or if there may be legal defenses available to the
Indemnified Party that are in addition to or disparate from those available to
the Indemnifying Party, or (z) the Indemnifying Party shall have failed to
employ legal counsel reasonably satisfactory to the Indemnified Party within a
reasonable period of time after notice of the commencement of such Claim. If the
Indemnified Party employs separate legal counsel in circumstances other than as
described in clauses (x), (y) or (z) above, the fees, costs and expenses of such
legal counsel shall be borne exclusively by the Indemnified Party. Except as
provided above, the Indemnifying Party shall not, in connection with any Claim
in the same jurisdiction, be liable for the fees and expenses of more than one
firm of counsel for the Indemnified Party (together with appropriate local
counsel). The Indemnified Party shall not, without the prior written consent of
the Indemnifying Party (which consent shall not unreasonably be withheld),
settle or compromise any Claim or consent to the entry of any judgment that does
not include an unconditional release of the Indemnifying Party from all
liabilities with respect to such Claim or judgment.

     (d)  Contribution.  If the indemnification provided for in this Section 6
          ------------
is unavailable to or insufficient to hold harmless an Indemnified Person under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
Indemnifying Party shall contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and the Indemnified Party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such Indemnifying Party and
Indemnified Party

                                     C-10
<PAGE>

shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by such Indemnifying Party
or by such Indemnified Party, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation (even if the Holder or any underwriters were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in this Section 6(d). The
amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
shall be deemed to include any legal or other fees or expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending
any such action or claim. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Holder and any underwriters in this
Section 6(d) to contribute shall be several in proportion to the percentage of
Registrable Securities registered or underwritten, as the case may be, by them
and not joint.

     (e)  Notwithstanding any other provision of this Section 6, in no event
shall the (i) Holder be required to undertake liability to any person under this
Section 6 for any amounts in excess of the dollar amount of the gross proceeds
to be received by the Holder from the sale of the Holder's Registrable
Securities pursuant to any Registration Statement under which such Registrable
Securities are to be registered under the Securities Act.

     (f)  The obligations of the Company under this Section 6 shall be in
addition to any liability which the Company may otherwise have to any
Indemnified Person and the obligations of any Indemnified Person under this
Section 6 shall be in addition to any liability which such Indemnified Person
may otherwise have to the Company. The remedies provided in this Section 6 are
not exclusive and shall not limit any rights or remedies which may otherwise be
available to an indemnified party at law or in equity.

7.   Rule 144.  With a view to making available to the Holder the benefits of
     --------
Rule 144 under the Securities Act or any other similar rule or regulation of the
Commission that may at any time permit the Holder to sell securities of the
Company to the public without registration ("Rule 144"), the Company agrees to:

     (a)  comply with the provisions of paragraph (c) (1) of Rule 144; and

     (b)  file with the Commission in a timely manner all reports and other
documents required to be filed by the Company pursuant to Section 13 or 15(d)
under the Exchange Act; and, if at any time it is not required to file such
reports but in the past had been required to or did file such reports, it will,
upon the request of the Holder, make available other information as required by,
and so long as necessary to permit sales of, its Registrable Securities pursuant
to Rule 144.

8.   Assignment.  The rights to have the Company register Registrable
     ----------
Securities pursuant to this Exhibit C may be assigned or transferred only with
the prior written consent of the

                                     C-11
<PAGE>

Company, and any such assignment or transfer without such consent shall be void
and of no effect. In the event of any such permitted assignment or transfer by
the Holder to any permitted transferee of all or any portion of such Registrable
Securities such transfer will be allowed only if: (a) the Holder agrees in
writing with the transferee or assignee to assign such rights, and a copy of
such agreement is furnished to the Company within a reasonable time after such
assignment, (b) the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of (i) the name and address of such
transferee or assignee and (ii) the securities with respect to which such
registration rights are being transferred or assigned, (c) immediately following
such transfer or assignment, the securities so transferred or assigned to the
transferee or assignee constitute Restricted Securities, and (d) at or before
the time the Company received the written notice contemplated by clause (b) of
this sentence the transferee or assignee agrees in writing with the Company to
be bound by all of the provisions contained herein.

9.   Amendment and Waiver.  Any provision of this Exhibit C may be amended and
     --------------------
the observance thereof may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the Company and the Holder. Any amendment or waiver effected in
accordance with this Section 9 shall be binding upon the Holder and the Company.

10.  Miscellaneous.
     -------------

     (a)  A person or entity shall be deemed to be a holder of Registrable
Securities whenever such person or entity owns of record such Registrable
Securities. If the Company receives conflicting instructions, notices or
elections from two or more persons or entities with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from the registered owner of such Registrable
Securities.

     (b)  If after the date hereof and prior to the Commission declaring the
Registration Statement to be filed pursuant to Section 2(a) effective under the
Securities Act, the Company grants to any Person any registration rights with
respect to any Company securities which are more favorable to such other Person
than those provided in this Exhibit C, then the Company forthwith shall grant
(by means of an amendment to this Exhibit C or otherwise) identical registration
rights to the Holder hereunder.

     (c)  Except as may be otherwise provided herein, any notice or other
communication or delivery required or permitted hereunder shall be in writing
and shall be delivered personally or sent by certified mail, postage prepaid, or
by a nationally recognized overnight courier service as follows, and shall be
deemed given when actually received.


          if to the Company, to:                 BriteSmile, Inc.
                                                 490 North Wiget Lane
                                                 Walnut Creek, CA  94598
                                                 Attention:  Mr. John Reed, CEO

                                     C-12
<PAGE>

          With a copy to:                        Jeffrey M. Jones
                                                 Wayne D. Swan
                                                 Durham Jones & Pinegar
                                                 111 East Broadway, Suite 900
                                                 Salt Lake City, Utah  84111




          if to the Holder, to:                  [Name of Holder]
                                                 c/o Stonegate Securities, Inc.
                                                 5950 Sherry Lane, Suite 410
                                                 Dallas, Texas  75225
                                                 Attn:  Scott Griffith


     The Company or Holder may change the foregoing address by notice given
pursuant to this Section 10(c).

     (d)  Failure of any party to exercise any right or remedy under this
Exhibit C or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

     (e)  This Exhibit C shall be governed by and interpreted in accordance with
the laws of the State of Utah. Each of the parties consents to the jurisdiction
of the federal courts whose districts encompass the City of Salt Lake City or
the state courts of the State of Utah sitting in Salt Lake City, Utah in
connection with any dispute arising under this Exhibit C and hereby waives, to
the maximum extent permitted by law, any objection including any objection based
on forum non conveniens, to the bringing of any such proceeding in such
jurisdictions.

     (f)  The remedies provided in this Exhibit C are cumulative and not
exclusive of any remedies provided by law. If any term, provision, covenant or
restriction of this Exhibit C is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

     (g)  The Company shall not enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the holders of
Registrable Securities in this Exhibit C or otherwise conflicts with the
provisions hereof. The Company is not currently a party to any agreement
granting any registration rights with respect to any of its securities to any
person which conflicts with the Company's obligations hereunder or gives any
other party the right to include any securities in any Registration Statement
filed pursuant hereto, except for such rights and conflicts as have been
irrevocably waived. Without limiting the generality of the foregoing, without
the written consent of the Holder, the Company shall not grant to any person the
right to

                                     C-13
<PAGE>

request it to register any of its securities under the Securities Act unless the
rights so granted are pari pasu to the prior rights of the Holder set forth
herein, and are not otherwise in conflict or inconsistent with the provisions of
this Exhibit C. The restrictions on the Company's rights to grant registration
rights under this paragraph shall terminate on the date all Registrable
Securities have been registered pursuant to a Registration Statement that has
been declared effective by the Commission.

     (h)  This Exhibit C and the Subscription Agreements constitute the entire
agreement among the parties hereto with respect to the subject matter hereof.
There are no restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein. This Exhibit C and the Warrant supersede
all prior agreements and undertakings among the parties hereto with respect to
the subject matter hereof.

     (i)  Subject to the requirements of Section 8 hereof, this Exhibit C shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties hereto.

     (j)  All pronouns and any variations thereof refer to the masculine,
feminine or neuter, singular or plural, as the context may require.

     (k)  The headings in this Exhibit C are for convenience of reference only
and shall not limit or otherwise affect the meaning thereof.

     (l)  The Company acknowledges that any failure by the Company to perform
its obligations under Section 3, or any delay in such performance could result
in damages to the Holder and the Company agrees that, in addition to any other
liability the Company may have by reason of any such failure or delay, the
Company may be liable for all damages caused by such failure or delay.


                                     C-14
</TEXT>
</DOCUMENT>
