Joint Venture Agreement

JOINT VENTURE AGREEMENT


This agreement is entered into between Denics Co., Ltd. ("Denics") and American Dental Technologies, Inc. ("ADT") effective April 1, 1997.


WHEREAS, pursuant to paragraph 2 of the Third Memorandum Agreement dated February 23, 1996 between ADT and Denics, ADT has the right to buy into the joint venture for the PAC Rim territories; and


WHEREAS, ADT is hereby exercising its right to buy into the joint venture for the PAC Rim territories,


NOW THEREFORE, the parties agree as follows:


1. Purpose. The purpose of the joint venture will be to
distribute and market dental products in the PAC Rim which is
defined to mean the following countries:


A. China (including Hong Kong)
B. Taiwan
C. Korea (North and South)
D. India
E. Pakistan
F. Australia
G. New Zealand
H. Singapore
I. Thailand
J. Malaysia
K. Indonesia


2. Ownership. The joint venture will be owned 50% by Denics and
50% by ADT. Denics and ADT shall each be entitled to 50% of the
profit ...