<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                 ____________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                                 ____________

                               BriteSmile, Inc.
            (Exact name of registrant as specified in its charter)
                                 ____________

           Utah                                              87-0410364
(State or other jurisdiction                               I.R.S. Employer
of incorporation or organization)                         Identification No.


                            Airport Business Center
                         200 Diplomat Drive, Suite 204
                               Lester, PA 19113
                                (610) 362-1111

             (Address of principal executive offices and Zip Code
                        and Telephone Number of Issuer)

                              Consultant Warrants
                                      and
                 Revised 1997 Stock Option and Incentive Plan
                           (Full Title of the Plan)

                       ________________________________

                               Michael F. Bonner
                            Chief Financial Officer
                               BriteSmile, Inc.
                            Airport Business Center
                         200 Diplomat Drive, Suite 204
                               Lester, PA 19113
                                (610) 362-1111
           (Name, address and telephone number, including area code,
                             of agent for service)

                                  Copies to:
                            Jeffrey M. Jones, Esq.
                         Durham, Jones & Pinegar, P.C.
                        50 South Main Street, Suite 850
                          Salt Lake City, Utah  84144
                                (801) 538-2424
<PAGE>

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

Title of                                 Proposed       Proposed
each class                               maximum        maximum
of securities                            offering       aggregate       Amount of
to be                  Amount to be      price per      offering        registration
registered             registered(1)     unit           price(3)        fee(4)
-------------          --------------    -----------    -----------     -----------
<S>                    <C>               <C>           <C>             <C>
Common Shares,           5,000 shares    $      9.00     $    45,000
par value $.0001 per     5,000 shares    $      6.81     $    34,050
share, subject          50,000 shares    $     6.625     $   331,250
to stock options        26,500 shares    $     6.375     $   168,937
granted to             300,000 shares    $      6.00     $ 1,800,000
employees and            2,000 shares    $      4.25     $     8,500
directors                2,000 shares    $      3.00     $     6,000
                         4,000 shares    $    2.9375     $    11,750
                        22,000 shares    $     2.875     $    63,250
                       400,000 shares    $      2.75     $ 1,100,000
                       892,000 shares    $      2.50     $ 2,230,000
                       106,600 shares    $      2.31     $   246,246
                       715,000 shares    $      1.75     $ 1,251,250
                         2,000 shares    $    1.6875     $     3,375
                        75,000 shares    $      1.50     $   112,500
                        88,000 shares    $      1.25     $   110,000
                        20,000 shares    $    1.0625     $    21,250
                       312,000 shares    $      1.00     $   312,000

Common Shares,         625,000 shares    $      1.75     $ 1,093,750
par value                5,000 shares    $      3.94     $    19,700
$.0001 per             300,000 shares    $    1.1875     $   356,250
share, subject
to stock options or
warrants granted to
consultants

Common Shares,         717,900 shares    $      8.50(2)  $ 6,102,150
par value
$.0001 per
share, subject
to stock awards,
stock options, or
stock warrants
to be granted to
officers, directors,
or consultants
pursuant to the
Company's Revised
1997 Stock Option
Plan
--------------------------------------------------------------------------------
                                                         $15,427,208    $  4,288.76
</TABLE>


                                       2
<PAGE>

--------------------------------------------------------------------------------
(1)  This Registration Statement also covers an indeterminate number of Common
Shares that may be issuable by reason of stock splits, stock dividends or
similar transactions in accordance with Rule 416 under the Securities Act of
1933, as amended.

(2)  Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based upon the
average of the high and low prices of the Common Shares as reported on AMEX on
June 29, 1999(within 5 business days prior to the date of filing the
registration statement).

(3)  Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the price
at which the options may be exercised.

(4)  $278 per $1,000,000 of aggregate offering price, pursuant to Section 6(b)
of the Securities Act of 1933.


                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


             The documents containing the information specified in Part I of
this Registration Statement will be sent or given to employees and consultants
as specified by Rule 428(b)(1). Such documents are not required to be and are
not filed with the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended (the
"Securities Act").

                                       3
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
------    ---------------------------------------

          The following documents filed with the Commission by BriteSmile, Inc.
(the "Company") are incorporated herein by reference:

          (a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1999; and

          (b) Description of the class of securities of the Company to be
offered, (incorporated by reference to the Registration Statement of the Company
previously filed, pursuant to which the class of Common Stock of the Company was
registered under the Securities Exchange Act of 1934, as amended).

          All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.   Description of Securities.
------    -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
------    --------------------------------------

          None.

Item 6.   Indemnification of Directors and Officers.
------    -----------------------------------------

          Sections 16-10a-901 et. seq. of the Utah Business Corporation Act (the
"Utah Act"), together with Article 5 of the Bylaws of the Company, provide for
indemnification of the Company's directors, officers, employees, fiduciaries or
agents, subject to the Company's determination in each instance that
indemnification is in accordance with the standards set forth in the Utah Act
and in the Bylaws. The Company may purchase and maintain liability insurance on
behalf of a person who is or was a director, officer, employee, fiduciary, or
agent of the Company against liability asserted against or incurred by him or
her in that capacity or arising from his or her status as a director, officer,
employee, fiduciary, or agent, whether or not the Company would have power to
indemnify him or her against the same liability under the provisions of the
Bylaws. See Article 5 of the Company's Bylaws, which is incorporated herein by
reference and which qualifies the foregoing summary statement.

                                      II-1
<PAGE>

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, or otherwise, the
Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Item 7.   Exemption from Registration Claimed.
------    -----------------------------------

               Not applicable.

Item 8.   Exhibits.
------    --------

4(a)   -- Revised 1997 Stock Option and Incentive Plan of BriteSmile, Inc.(the
          "1997 Plan"), as amended as of January 22, 1999 (incorporated by
          reference to exhibit 10.19 of the Annual Report on Form 10-KSB of the
          Company for the fiscal year ended March 31, 1999).

4(b)   -- Form of Option Agreement ("Director Option Agreement") between the
          Company and certain directors of the Company, pursuant to which
          directors receive options to purchase Common Stock of the Company
          (filed herewith).

4(c)   -- Form of Option Agreement ("Employee Option Agreement") between the
          Company and certain employees of the Company, pursuant to which
          employees receive options to purchase Common Stock of the Company
          (filed herewith).

5      -- Opinion of Durham, Jones & Pinegar, P.C. regarding validity of Common
          Stock issuable pursuant to the Revised 1997 Stock Option and Incentive
          Plan.

23(a)  -- Consent of Ernst & Young LLP.

23(b)  -- Consent of Durham, Jones & Pinegar, P.C. (included in the opinion
          filed as Exhibit 5 to this Registration Statement).

Item 9.   Undertakings.
------    ------------

(a)       The undersigned Company hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)  to include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

               (ii) to reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) to include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                                      II-2
<PAGE>

          (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)       The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.

(c)       Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
<PAGE>

                                  SIGNATURES


          Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Lester, Pennsylvania on July 2, 1999.

                              BRITESMILE, INC.

                              By /s/ Michael F. Bonner
                                ----------------------------
                                  Michael F. Bonner
                                  Chief Financial Officer



                               POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael F. Bonner his attorney-in-fact,
with the power of substitution, for him and in any and all capacities, to sign
any and all amendments to this Registration Statement (including post effective
amendments), and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
and on the dates indicated.



          Signature                Title                    Date
          ---------                -----                    ----


/s/ Anthony M. Pilaro              Director; Chairman       May 26, 1999
------------------------------     of the Board
    Anthony M. Pilaro

/s/ John L. Reed                   President, CEO, and      July 2, 1999
------------------------------     Director
    John L. Reed

/s/ Richard V. Trefz               Director; President/     May 26, 1999
------------------------------     Manufacturing Division
    Richard V. Trefz


/s/ R. Eric Montgomery             Director                 July 2, 1999
------------------------------
    R. Eric Montgomery


/s/ Linda S. Oubre                 Director; President/     May 24, 1999
------------------------------     Center Division
    Linda S. Oubre


/s/ Bruce V. Wainright, D.D.S.     Director                 May 25, 1999
------------------------------
    Bruce V. Wainright
                                      II-4
<PAGE>

/s/Jennifer Scott          Director                    May 26, 1999
------------------------
   Jennifer Scott


/s/Michael F. Bonner       Chief Financial Officer     July 2, 1999
------------------------
   Michael F. Bonner

                                      II-5
<PAGE>

                                 EXHIBIT INDEX
                                 -------------


Exhibits
--------

4(a)   -- Revised 1997 Stock Option and Incentive Plan of BriteSmile, Inc., as
          amended as of January 22, 1999.


4(b)   -- Form of Option Agreement ("Director Option Agreement") between the
          Company and certain directors of the Company, pursuant to which
          directors receive options to purchase Common Stock of the Company.

4(c)   -- Form of Option Agreement ("Employee Option Agreement") between the
          Company and certain employees of the Company, pursuant to which
          employees receive options to purchase Common Stock of the Company.

5      -- Opinion of Durham, Jones & Pinegar, P.C. regarding validity of Common
          Stock issuable pursuant to the Revised 1997 Stock Option and Incentive
          Plan.

23(a)  -- Consent of Ernst & Young LLP.

23(b)  -- Consent of Durham, Jones & Pinegar, P.C. (included in the opinion
          filed as Exhibit 5 to this Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18586}]
{"company-data": {"conformed-name": "BRITESMILE INC", "cik": "0000866734", "assigned-sic": "3690", "irs-number": "870410364", "state-of-incorporation": "UT", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82283", "film-number": "99659120"}, "business-address": {"street1": "AIRPORT BUSINESS CENTER", "street2": "200 DIPLOMAT DRIVE BAY 204", "city": "LESTER", "state": "PA", "zip": "19113", "phone": "6103621111"}, "mail-address": {"street1": "AIRPORT BUSINESS CENTER", "street2": "200 DIPLOMAT DRIVE BAY 204", "city": "LESTER", "state": "PA", "zip": "19113"}, "former-company": {"former-conformed-name": "ION LASER TECHNOLOGY INC", "date-changed": "19930328"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                 ____________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                                 ____________

                               BriteSmile, Inc.
            (Exact name of registrant as specified in its charter)
                                 ____________

           Utah                                              87-0410364
(State or other jurisdiction                               I.R.S. Employer
of incorporation or organization)                         Identification No.

                            Airport Business Center
                         200 Diplomat Drive, Suite 204
                               Lester, PA 19113
                                (610) 362-1111

             (Address of principal executive offices and Zip Code
                        and Telephone Number of Issuer)

                              Consultant Warrants
                                      and
                 Revised 1997 Stock Option and Incentive Plan
                           (Full Title of the Plan)

                       ________________________________

                               Michael F. Bonner
                            Chief Financial Officer
                               BriteSmile, Inc.
                            Airport Business Center
                         200 Diplomat Drive, Suite 204
                               Lester, PA 19113
                                (610) 362-1111
           (Name, address and telephone number, including area code,
                             of agent for service)

                                  Copies to:
                            Jeffrey M. Jones, Esq.
                         Durham, Jones & Pinegar, P.C.
                        50 South Main Street, Suite 850
                          Salt Lake City, Utah  84144
                                (801) 538-2424
CALCULATION OF REGISTRATION FEE
Title of                                 Proposed       Proposed
each class                               maximum        maximum
of securities                            offering       aggregate       Amount of
to be                  Amount to be      price per      offering        registration
registered             registered(1)     unit           price(3)        fee(4)
-------------          --------------    -----------    -----------     -----------
Common Shares,           5,000 shares    $      9.00     $    45,000
par value $.0001 per     5,000 shares    $      6.81     $    34,050
share, subject          50,000 shares    $     6.625     $   331,250
to stock options        26,500 shares    $     6.375     $   168,937
granted to             300,000 shares    $      6.00     $ 1,800,000
employees and            2,000 shares    $      4.25     $     8,500
directors                2,000 shares    $      3.00     $     6,000
                         4,000 shares    $    2.9375     $    11,750
                        22,000 shares    $     2.875     $    63,250
                       400,000 shares    $      2.75     $ 1,100,000
                       892,000 shares    $      2.50     $ 2,230,000
                       106,600 shares    $      2.31     $   246,246
                       715,000 shares    $      1.75     $ 1,251,250
                         2,000 shares    $    1.6875     $     3,375
                        75,000 shares    $      1.50     $   112,500
                        88,000 shares    $      1.25     $   110,000
                        20,000 shares    $    1.0625     $    21,250
                       312,000 shares    $      1.00     $   312,000

Common Shares,         625,000 shares    $      1.75     $ 1,093,750
par value                5,000 shares    $      3.94     $    19,700
$.0001 per             300,000 shares    $    1.1875     $   356,250
share, subject
to stock options or
warrants granted to
consultants

Common Shares,         717,900 shares    $      8.50(2)  $ 6,102,150
par value
$.0001 per
share, subject
to stock awards,
stock options, or
stock warrants
to be granted to
officers, directors,
or consultants
pursuant to the
Company's Revised
1997 Stock Option
Plan
--------------------------------------------------------------------------------
                                                         $15,427,208    $  4,288.76
2
--------------------------------------------------------------------------------
(1)  This Registration Statement also covers an indeterminate number of Common
Shares that may be issuable by reason of stock splits, stock dividends or
similar transactions in accordance with Rule 416 under the Securities Act of
1933, as amended.

(2)  Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based upon the
average of the high and low prices of the Common Shares as reported on AMEX on
June 29, 1999(within 5 business days prior to the date of filing the
registration statement).

(3)  Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the price
at which the options may be exercised.

(4)  $278 per $1,000,000 of aggregate offering price, pursuant to Section 6(b)
of the Securities Act of 1933.

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The documents containing the information specified in Part I of
this Registration Statement will be sent or given to employees and consultants
as specified by Rule 428(b)(1). Such documents are not required to be and are
not filed with the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended (the
"Securities Act").

                                       3
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
------    ---------------------------------------

          The following documents filed with the Commission by BriteSmile, Inc.
(the "Company") are incorporated herein by reference:

          (a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1999; and

          (b) Description of the class of securities of the Company to be
offered, (incorporated by reference to the Registration Statement of the Company
previously filed, pursuant to which the class of Common Stock of the Company was
registered under the Securities Exchange Act of 1934, as amended).

          All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.   Description of Securities.
------    -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
------    --------------------------------------

          None.

Item 6.   Indemnification of Directors and Officers.
------    -----------------------------------------

          Sections 16-10a-901 et. seq. of the Utah Business Corporation Act (the
"Utah Act"), together with Article 5 of the Bylaws of the Company, provide for
indemnification of the Company's directors, officers, employees, fiduciaries or
agents, subject to the Company's determination in each instance that
indemnification is in accordance with the standards set forth in the Utah Act
and in the Bylaws. The Company may purchase and maintain liability insurance on
behalf of a person who is or was a director, officer, employee, fiduciary, or
agent of the Company against liability asserted against or incurred by him or
her in that capacity or arising from his or her status as a director, officer,
employee, fiduciary, or agent, whether or not the Company would have power to
indemnify him or her against the same liability under the provisions of the
Bylaws. See Article 5 of the Company's Bylaws, which is incorporated herein by
reference and which qualifies the foregoing summary statement.

                                      II-1
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, or otherwise, the
Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Item 7.   Exemption from Registration Claimed.
------    -----------------------------------

               Not applicable.

Item 8.   Exhibits.
------    --------

4(a)   -- Revised 1997 Stock Option and Incentive Plan of BriteSmile, Inc.(the
          "1997 Plan"), as amended as of January 22, 1999 (incorporated by
          reference to exhibit 10.19 of the Annual Report on Form 10-KSB of the
          Company for the fiscal year ended March 31, 1999).

4(b)   -- Form of Option Agreement ("Director Option Agreement") between the
          Company and certain directors of the Company, pursuant to which
          directors receive options to purchase Common Stock of the Company
          (filed herewith).

4(c)   -- Form of Option Agreement ("Employee Option Agreement") between the
          Company and certain employees of the Company, pursuant to which
          employees receive options to purchase Common Stock of the Company
          (filed herewith).

5      -- Opinion of Durham, Jones & Pinegar, P.C. regarding validity of Common
          Stock issuable pursuant to the Revised 1997 Stock Option and Incentive
          Plan.

23(a)  -- Consent of Ernst & Young LLP.

23(b)  -- Consent of Durham, Jones & Pinegar, P.C. (included in the opinion
          filed as Exhibit 5 to this Registration Statement).

Item 9.   Undertakings.
------    ------------

(a)       The undersigned Company hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)  to include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

               (ii) to reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) to include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                                      II-2
(2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)       The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.

(c)       Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

          Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Lester, Pennsylvania on July 2, 1999.

                              BRITESMILE, INC.

                              By /s/ Michael F. Bonner
                                ----------------------------
                                  Michael F. Bonner
                                  Chief Financial Officer

                               POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael F. Bonner his attorney-in-fact,
with the power of substitution, for him and in any and all capacities, to sign
any and all amendments to this Registration Statement (including post effective
amendments), and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
and on the dates indicated.

          Signature                Title                    Date
          ---------                -----                    ----

/s/ Anthony M. Pilaro              Director; Chairman       May 26, 1999
------------------------------     of the Board
    Anthony M. Pilaro

/s/ John L. Reed                   President, CEO, and      July 2, 1999
------------------------------     Director
    John L. Reed

/s/ Richard V. Trefz               Director; President/     May 26, 1999
------------------------------     Manufacturing Division
    Richard V. Trefz

/s/ R. Eric Montgomery             Director                 July 2, 1999
------------------------------
    R. Eric Montgomery

/s/ Linda S. Oubre                 Director; President/     May 24, 1999
------------------------------     Center Division
    Linda S. Oubre

/s/ Bruce V. Wainright, D.D.S.     Director                 May 25, 1999
------------------------------
    Bruce V. Wainright
                                      II-4
/s/Jennifer Scott          Director                    May 26, 1999
------------------------
   Jennifer Scott

/s/Michael F. Bonner       Chief Financial Officer     July 2, 1999
------------------------
   Michael F. Bonner

                                      II-5
EXHIBIT INDEX
                                 -------------

Exhibits
--------

4(a)   -- Revised 1997 Stock Option and Incentive Plan of BriteSmile, Inc., as
          amended as of January 22, 1999.

4(b)   -- Form of Option Agreement ("Director Option Agreement") between the
          Company and certain directors of the Company, pursuant to which
          directors receive options to purchase Common Stock of the Company.

4(c)   -- Form of Option Agreement ("Employee Option Agreement") between the
          Company and certain employees of the Company, pursuant to which
          employees receive options to purchase Common Stock of the Company.

5      -- Opinion of Durham, Jones & Pinegar, P.C. regarding validity of Common
          Stock issuable pursuant to the Revised 1997 Stock Option and Incentive
          Plan.

23(a)  -- Consent of Ernst & Young LLP.

23(b)  -- Consent of Durham, Jones & Pinegar, P.C. (included in the opinion
          filed as Exhibit 5 to this Registration Statement).