SecProbe.io

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Mail Stop 3-9

      							May 4, 2005

Kenneth A. Czaja
Chief Financial Officer and Secretary
BriteSmile, Inc.
490 North Wiget Lane
Walnut Creek, California 94598

Re:	BriteSmile, Inc.
	Preliminary Schedule 14A
      Filed April 7, 2005 (as amended April 8, 2005)
      File No. 1-11064

   Form 10-K for the year ended December 25, 2004
	File No. 1-11064

Dear Mr. Czaja:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why a comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Preliminary Schedule 14A, as amended
General

1. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples only and not intended as
exhaustive lists.  If our comments are applicable to portions of
your
filing that we have not cited as examples, please make the
appropriate changes in accordance with our comments.
2. In addition, please note that you are required to file with the
Commission any written instructions, scripts, and outlines that
will
be used by any person that solicits proxies on behalf of
BriteSmile
through personal interview, telephone, or telegram, and all other
soliciting material that will be furnished to BriteSmile
shareholders.  See Rules 14a-6(b) and (c) of the Exchange Act of
1934.
Proposal 1 - Election of Directors, page 2

3. We note your disclosure that Mr. Poch is not a nominee for
reelection to the Board of Directors and that, concurrently with
the
Annual Meeting, the Board will reduce the number of members from
nine
to eight.  Please discuss the reasons for this reduction.
4. With respect to the biographical information provided for each
of
the director nominees (pages 2-4), please ensure that you disclose
the relevant dates and duration of experience for all business
endeavors discussed.  You should also describe the nature of the
business in which such employment was carried on and, if a named
person has been employed by BriteSmile or an affiliate for less
than
five years, the nature of the person`s responsibilities undertaken
in
such prior position.  Please refer to Item 401(e) of Regulation S-
K
for further clarification.  By way of example only, you should
clarify:
* the business conducted by CAP Advisers Limited, where Mr. Pilaro
serves as Chairman;

* the years during which Mr. Coccari was President and CEO of
Teleflora and Senior Managing Director at Franklin Mint, Eagle`s
Eye
and Johnson & Johnson;

* the business conducted by The Strategy Group and Swiss Army
Brands,
and the years during which Mr. Thompson served as President and
Managing Director, respectively; and

* the business conducted by SBI Services, Inc., where Mr. Pierce
is
currently the Executive Vice President, Chief Financial Officer
and
Corporate Secretary
5. Similarly, to the extent that the biographical information
provided for the Executive Officers and Significant
Employees/Consultants (pages 8-9) omits relevant dates, business
descriptions and job responsibilities, please make the necessary
revisions.

Employment Contracts and Termination of Employment Arrangements,
page
14
6. Please provide a summary description of John Reed`s Employment
Letter, dated January 20, 1999 and any other compensation or
severance arrangement between Mr. Reed and BriteSmile, as required
by
Item 402(h)(1) of Regulation S-K.

Report of the Compensation Committee of the Board of Directors on
Executive Compensation, page 15

7. Item 402(k) of Regulation S-K requires disclosure of the
relationship of corporate performance to executive compensation.
Accordingly, please revise to discuss the specific bases for the
compensation paid to the various CEOs in 2004.  We note your
statement that the Compensation Committee considers a mix of
factors
and is required to make subjective assessments of performance.
Nevertheless, the Committee`s report on compensation should make
clear to BriteSmile shareholders how the Compensation Committee
arrived at its recommendations of the CEOs` compensation levels in
relation to the Company`s actual performance.  You should describe
the mix of performance factors considered, whether quantitative or
qualitative, and the relationship of these factors to the
Committee`s
recommendations with respect to the last completed fiscal year.

Certain Relationships and Related Transactions, page 18
8. It appears that the many of the agreements described in this
section were not filed as exhibits to your Form 10-K.  Please
amend
your Form 10-K to file the agreements.  This includes, but is not
limited to:
* the July 2003 Assert Purchase Agreement (and November 2003
amendment) between BDI and R. Eric Montgomery;

* the consulting agreement between BDI and Oraceutical  Innovative
Properties;

* the outsourcing agreement between BriteSmile and Oraceutical
Innovative Properties;

* the $2 million promissory note issued by BDI to LCO Investments
Limited to finance a portion of the purchase price of the
intellectual property purchased from Mr. Montgomery; and

* the $2.5 million loan agreement between BriteSmile and CAP
America
Trust

If these agreements have been filed, please tell us when they were
filed and the applicable exhibit number.

9. Please describe the nature and monetary value of the consulting
services provided by provided by Mr. Montgomery`s companies,
Oraceutical, LLC and Oraceutical Innovative Properties.
10. Please describe the material terms of the fulfillment services
agreement between BriteSmile and Oraceutical.
11. Please clarify the relationship between CAP America Trust and
BriteSmile in your description of the CAP America Trust Center
Loan
in May 2003.  Although this information appears in the footnotes
to
the beneficial owners table earlier in the document, it should
appear
on page 20 as well.
12. Please describe the nature of the marketing study commissioned
in
2004, the relationship of the management consulting firm to
BriteSmile or to CAP, if any, and the amount paid for the study.
Proposal 2 - Approval of Option Plan Amendment

13. We note that on page 25, under the caption "New Plan
Benefits,"
you list stock option awards granted to certain executive
officers,
the shares underlying a portion of which are being made available
under the Option Plan Amendment.  Please confirm, by supplemental
response, that the Option Plan allows for such awards prior to
shareholder approval of the Option Plan Amendment.
14. In addition, please disclose in the proxy statement the
consequences, relating to the awards already granted, should
shareholders not approve the Option Plan Amendment.
Proposal 3 - Approval of Charter Amendment
15. We note your statement that the summary of the Charter
Amendment
and its impact on the Company does not purport to be complete.
However, you are required to disclose all material terms of the
charter amendment and a complete discussion of its material
impacts.
Although the summary, by definition, should not include all the
information found in the Charter Amendment, it should nevertheless
be
a complete summary.  Please revise your disclosure accordingly.
16. If you have plans or arrangements to issue any shares of
preferred stock, please revise to describe all plans and
arrangements.  If you do not have any plans, please revise your
document to specifically state that you have no plans or
arrangements
to issue the preferred shares.
Proposal 4 - Ratification and Approval of Note, Warrant and
Additional Investment Rights Issuance, page 27

17. In addition, please confirm to us, by supplemental response,
that
the Nasdaq Market Rules permit retroactive shareholder approval of
the December 2004 securities issuance.
18. As the securities have already been issued, please describe
the
consequences should the shareholders not approve the securities
issuance and discuss what alternatives the Company would have in
such
event.

19. Pursuant to Item 3 of Schedule 14A, please outline briefly the
rights of appraisal or similar rights of dissenters with respect
to
Proposal 4.
Form 10-K for the Year Ended December 25, 2004, as amended
20. To the extent that you revise your preliminary proxy statement
in
response to our comments and such revisions bear on the
information
that you have included in your 2004 10-K, please make conforming
changes via an amendment to your 2004 10-K.

Item 9A. Controls and Procedures
21. Please be more specific about the nature of the material
deficiencies in your disclosure controls and internal accounting
controls.  As written, shareholders will be unable to understand
and
assess the materiality of the identified weaknesses.
22. We note that your CEO and CFO have concluded that your
disclosure
controls and procedures were effective at a reasonable assurance
level, "except as they relate to material weaknesses" identified
in
your Form 10-K.  This is an impermissible qualification.  Your CEO
and CFO must conclude that the disclosure controls and procedures
are
either effective or not effective.  If you conclude that they are
effective, you cannot include any language limiting the
conclusion.

Notes to Consolidated Financial Statements
Note 7.  Financing Arrangements

Convertible Debt, page F-21

23. We note your disclosures regarding the Company`s accounting
treatment for the convertible debt issued in December 2004 to six
investors in a private placement and have the following comments.

* You state that you followed SFAS No. 14 to account for the
Financial Instruments Related to Convertible Debt - Warrants
("Warrants") and the Financial Instruments Related to Convertible
Debt - Additional Investment Rights ("AIR").  As SFAS No. 14 was
superseded upon the issuance of SFAS 131, Disclosures about
Segments
of an Enterprise and Related Information, in June 1997, please
confirm whether the Company meant to reference APB 14.

* It is our understanding that the Company is recording the
Warrants
and the AIRs at fair market value as of each reporting date and
that
changes in the fair market value are recorded through the
Consolidated Statement of Operations.  Please provide to us
management`s analysis used to support the current accounting
treatment for these financial instruments.  Please include the
appropriate references to the GAAP literature, as applicable.

* It is also our understanding that you have accounted for the
conversion option under SFAS 133.  Please provide your basis for
concluding that SFAS 133 is applicable to the conversion feature.
Additionally, please supplementally tell us why there was a lack
of
beneficial conversion feature recorded on the date of issuance.

*	*	*

	As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR under the form type label CORRESP.  Please understand
that
we may have additional comments after reviewing your amendments
and
responses to our comments.

	You may contact Christine Allen at (202) 824-5533 or Kevin
Woody
at (202) 942-7332 if you have questions regarding comments on the
financial statements and related matters.  Please contact Daniel
Greenspan, Attorney-Advisor, at (202) 942-2974, Suzanne Hayes,
Branch
Chief, at (202) 942-1789, or me at (202) 942-1840 with any other
questions.

								Sincerely,

								Jeffrey Riedler
      							Assistant Director

cc:	Wayne Swann, Esq.
	Durham Jones & Pinegar
	111 E. Broadway, Suite 900
Salt Lake City, Utah 84111

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Kenneth A. Czaja
BriteSmile, Inc.
May 4, 2005
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