E-DENTIST COM INC
JAMES DUNN, JR. EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>7
<FILENAME>ex10-11.txt
<DESCRIPTION>JAMES DUNN, JR. EMPLOYMENT AGREEMENT
<TEXT>

                                                                   Exhibit 10.11

                              EMPLOYMENT AGREEMENT

     Employment Agreement (the "Agreement"),  dated as hereinafter  indicated to
be  effective  on  February  15,  2001 (the  "Effective  Date"),  by and between
e-dentist.com, Inc., a Delaware corporation (the "Company"), and James Dunn, Jr.
("Employee").

     WHEREAS,  the  parties  hereto had  entered  into that  certain  Employment
Agreement,  dated July 12, 1997 as amended on April 22, 1998,  among the Company
and Employee (the "Prior Agreement"); and,

     WHEREAS,  the  Company and  Employee  wish to continue  the  employment  of
Employee  on the terms  and  conditions  described  herein  with this  Agreement
superceding  and  wholly  replacing  the Prior  Agreement  including  subsequent
Amendments in its entirety;

     NOW  THEREFORE,  in  consideration  of the mutual  premises and  conditions
contained herein, the parties hereto agree as follows:

     SECTION 1. EMPLOYMENT.  The Company hereby agrees to employ  Employee,  and
Employee hereby accepts employment by the Company, upon the terms and subject to
the conditions hereinafter set forth.

     SECTION 2.  DUTIES.  Employee  shall  serve as the Senior  Vice  President,
General Counsel and Chief  Development  Officer of the Company (the  "Position")
reporting  to the  Company's  President.  Employee's  duties and powers shall be
those consistent with the office of the Position, with such additional duties or
titles as mutually determined  necessary or appropriate from time to time by the
Company's President. Employee agrees to devote his full time and best efforts to
the Company in the performance of his duties.  All of the Employee's  powers and
authorities  shall be subject to the  reasonable  direction  and  control of the
President.  Employee acknowledges that the executive offices of the Company will
be  located in  Phoenix,  Arizona  and he shall  perform  his duties  under this
Agreement from those executive offices.

     SECTION 3. TERM. Except as otherwise provided in Section 6 hereof, the term
of this  Agreement  shall  be for  two  (2)  years  ("Term"),  beginning  on the
Effective Date (also referred to as the "Commencement  Date").  Unless and until
terminated  as provided  for in Section 6, this  Agreement  shall  automatically
extend and renew on each annual  anniversary of the Effective Date by adding one
(1) year to the Term from year to year until terminated.

     SECTION 4. COMPENSATION AND BENEFITS.  In consideration for the services of
the Employee hereunder, the Company will compensate Employee as follows:

          (a)  BASE  SALARY.  During  the  Term  of  this  Agreement  and  until
     terminated, Employee shall receive a monthly minimum base salary (the "Base
     Salary")  equal to the greater  of: (i) twelve  thousand  five  hundred and
     00/100 dollars ($12,500.00) per month; or (ii) such amount as determined by
     the  President  in  writing.  Employee's  Base  Salary  shall  be  paid  in
     accordance with Company's standard policy regarding payment of compensation
     to employees but no less frequently than monthly.

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          (b) BONUS. Commencing with the fiscal year beginning April 1, 2000 and
     continuing  from year to year until this Agreement is terminated,  Employee
     shall be eligible to receive a cash bonus each year during the term of this
     Agreement   determined  in  accordance   with  the   Management   Incentive
     Compensation Plan as amended from time to time, a copy of which is attached
     as Exhibit  "A".  Such bonus shall be payable by the Company to Employee as
     provided for in the Management Incentive Compensation Plan.

          (c)  BENEFITS.  The Company shall grant  Employee  options to purchase
     shares of the Company's Common Stock in such amounts, with such vesting and
     at such prices as determined  by the  President all in accordance  with the
     terms  of a Stock  Option  Agreement,  and in the  general  form of  option
     agreement  attached as Exhibit  "B". In  addition,  during the term of this
     Agreement,  Employee shall be allowed to participate in, and be entitled to
     benefits,  plans and programs,  including  improvements or modifications of
     the same,  which are now, or may hereafter be, those  available to officers
     or employees of a like position ("Executives").  Employee shall be entitled
     to  medical,  dental  and  retirement  benefits  which are  generally  made
     available to Executives,  provided further that Employer will pay the total
     premium  costs  associated  with the  medical  and  dental  insurance,  not
     including deductibles and/or co-payments,  covering the health of Employee,
     Employee's spouse and Employee's dependants. Medical, dental and disability
     insurance  already  effective shall remain in force, or if not shall become
     effective on the first day of the month  following the  Commencement  Date.
     During each year of his employment  Employee shall be entitled to three (3)
     weeks of vacation, and such other days of compensated absences,  (i.e. sick
     leave or personal  days) in  accordance  with the  Company's  policies  and
     procedures as determined from time to time by the President.

     SECTION 5. EXPENSES.  It is acknowledged  by the parties that Employee,  in
connection  with the  services to be  performed  by him pursuant to the terms of
this Agreement,  will be required to make payments for travel,  entertainment of
business  associates,  mobile telephone and similar expenses (the "Out of Pocket
Expenses"). The Company will reimburse Employee for all reasonable and necessary
Out of Pocket  Expenses  incurred by Employee in the  performance of his duties.
Employee  will comply  with such  budget  limitations,  approval  and  reporting
requirements  with  respect to such Out of Pocket  Expenses  as the  Company may
establish  from time to time.  The Company Prior to execution of this  Agreement
will obtain and maintain, for so long as Employee is employed by the Company and
provides legal services to the Company,  legal malpractice  insurance which will
indemnify and protect Employee and Employer from claims by persons that Employee
committed  errors,  omissions,  or  malpractice  during  the  delivery  of legal
services to the Company or any other person.  The premiums  associated with such
malpractice  insurance shall be paid by the Company.  The Company may select the
insurance carrier provided that the policy limits meet or exceed existing policy
terms and limits and the insurance  covers claims which occur while  Employee is
associated with the Company. Upon termination of this Agreement,  Employee shall
be permitted to obtain tail coverage if available  from the  insurance  carrier.
The Company agrees to provide notice to Employee if that  malpractice  insurance
is going to be canceled or lapse.  In the event that the Company  relocates  its
corporate  offices  or  Employee  is asked to move to  other  corporate  offices
outside of the  Phoenix,  Arizona  area,  then  Employee  shall be  entitled  to
reimbursement of the costs of relocation described on Exhibit "C".

     SECTION 6. TERMINATION.  Employee's  employment  hereunder will commence on
the  Commencement  Date and  continue  until the end of the Term  including  any
renewals  thereof,  except  that  the  employment  of  Employee  hereunder  will
terminate upon the occurrence of the following events:

          (a)  Death  or  Disability.   Employee's   employment  will  terminate
     immediately  upon the death of Employee  during the term of his  employment
     hereunder  or, at the  option of the  Company,  in the event of  Employee's

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     disability,  upon 30 days  notice  to  Employee.  Employee  will be  deemed
     "disabled"  if, as a result of  Employee's  incapacity  due to  physical or
     mental  illness,  Employee  shall have been  continuously  absent  from his
     duties with the company on a full-time basis for 120  consecutive  business
     days,  and Employee  shall not  reasonably be expected to be able to resume
     his duties  within 60 days of the end of such 120 day period.  In the event
     of the  termination of this  Agreement  pursuant to this  subsection  6(a),
     Employee  will not be  entitled  to any  Severance  Amount (as  hereinafter
     defined)  or other  compensation  except for any portion of his base salary
     accrued  but  unpaid  from the  last  monthly  payment  date to the date of
     termination  and  expense  reimbursements  under  Section  5 hereof  or for
     expenses  incurred  in the  performance  of his duties  hereunder  prior to
     termination.

          (b) For Cause. The Company may terminate the Employee's employment for
     "Cause"  immediately  upon written  notice by the Company to Employee.  For
     purposes  of this  Agreement,  a  termination  will be for  Cause  if:  (i)
     Employee  willfully and  continuously  fails to perform his duties with the
     Company  (other than any such  failure  resulting  from  incapacity  due to
     physical  or mental  illness);  (ii)  Employee  willfully  engages in gross
     misconduct  materially and demonstrably  injurious to the Company; or (iii)
     Employee  has been  convicted of a felony  which the  President  reasonably
     believes  will result in injury to the  Company or which  would  disqualify
     employee for  coverage by the  Company's  surety bond.  In the event of the
     termination of this Agreement  pursuant to this sub-section 6(b),  Employee
     will not be entitled to any Severance  Amount (as  hereinafter  defined) or
     further  consideration,  except for any portion of the base salary  accrued
     but unpaid from the last monthly  payment  date to the date of  Termination
     and expense  reimbursements under Section 5 hereof for expenses incurred in
     the performance of his duties hereunder prior to termination.

          (c) By Company Without Cause. The Company may terminate this Agreement
     during  the Term at any  time for any  reason  without  cause.  It shall be
     deemed a  termination  without  cause if Company  changes  the  Position of
     Employee  without  Employee's  prior written  consent.  In the event of the
     termination of this Agreement pursuant to this subsection, the Company will
     pay  Employee,   as  Employee's   sole  remedy  in  connection   with  such
     termination,  severance in the amount determined by multiplying  Employee's
     monthly  base  salary  at the  rate in  effect  immediately  preceding  the
     termination of Employee's  employment by twelve (12) months (the "Severance
     Amount"). The Company will also pay Employee the portion of his base salary
     accrued  but  unpaid  from the  last  monthly  payment  date to the date of
     termination and expense  reimbursements under Section 5 hereof for expenses
     incurred in the  performance of his duties  hereunder prior to termination.
     The Company will pay the  Severance  Amount in a lump sum and within thirty
     (30) days of the Employee's last day of employment. The Company will not be
     entitled to offset or mitigate the amount due under this  subsection by any
     other amounts  payable to Employee,  including  amounts  payable or paid to
     Employee  by  third  parties  for  Employee's  services  after  the date of
     termination, except as provided for otherwise in Section 10(b) hereinafter.

          (d)  CHANGE  OF  CONTROL.  Notwithstanding  anything  to the  contrary
     contained in this Section 6, in the event  Employee's  employment  with the
     Company  terminates for any reason (other than death or disability)  within
     the twelve  (12) month  period  following  a Change of Control  (as defined
     hereafter),  then the Company  will pay  Employee a lump sum  payment  (the
     "Termination Payment") in cash equal to the amount of the Severance Amount;
     plus,  the amount of  Employee's  base  salary  accrued  but unpaid and any
     expense  reimbursement  for  expenses  incurred in the  performance  of the
     duties  described  herein  prior to the  termination  date.  A  "Change  of
     Control" shall be deemed to have occurred: (i) when in a single transaction
     or a series of transactions a change of stock ownership of the Company of a

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     nature  that would be  required  to be reported in response to Item 6(e) of
     Schedule 14A  promulgated  under the  Securities  Exchange Act of 1934,  as
     amended (the  "Exchange  Act"),  and any successor item of a similar nature
     has  occurred;  or (ii)  upon  the  acquisition  of  beneficial  ownership,
     directly  or  indirectly,  by any  person  (as such term is used in Section
     13(d) and 14(d)(2) of the Exchange Act of  securities  of the Company) in a
     single transaction or a series of transactions  representing 33% or more of
     the combined voting power of the Company's then outstanding securities;  or
     (iii) sale of  substantially  all of the assets of the  Company in a single
     transaction  or a series of  transactions;  or (iv)  removal by the Company
     from the  Position  identified  herein  without  Employee's  prior  written
     consent  ;  provided  that a Change in  Control  will not be deemed to have
     occurred  for  purposes of clauses (i) and (ii) hereof with  respect to any
     person meeting the requirements of Rule 13d-1(b)(1)  promulgated  under the
     Securities  Exchange  Act of 1934,  as amended.  The Company  shall pay the
     Termination  Payment to  Employee  upon  written  notice by  Employee.  The
     Termination  Payment  due under this  Section  will not be  affected by the
     manner in which Employee's employment is terminated and accordingly will be
     whether the Change of Control occur after termination of this Agreement and
     whether Employee's termination of employment is voluntary, involuntary, for
     cause, or without cause.

     SECTION 7. EFFECT OF TERMINATION ON OPTIONS. If Employee is terminated "for
cause"  under  Section  6(b) above,  then the effect of the  termination  of the
Employee's  employment  on such options  shall be determined by the terms of the
option plan under which the options are issued and the option agreement  related
to such  options,  except that  Employee  shall retain those  options  which are
already vested and shall have ninety (90) days to exercise those vested options.
Notwithstanding  anything to the contrary herein or in any option agreement,  in
the event of: (a) a Change of Control,  or (b) termination of this Agreement for
any reason (except if "for cause"),  then the Options issued and  outstanding to
Employee  shall  immediately  vest  (100%),  and the  Employee  may exercise his
options at any time during the original term of the option agreement (as defined
therein),  and such termination of this Agreement shall not cause termination or
expiration of the options.

     SECTION 8. CONFIDENTIAL  INFORMATION.  Employee recognizes and acknowledges
that  certain  assets  of the  Company  and its  affiliates,  including  without
limitation  information  regarding  customers,   pricing  policies,  methods  of
operation,  proprietary  computer programs,  sales,  products,  profits,  costs,
markets, key personnel, formulae, product applications, technical processes, and
trade secrets (herein called "Confidential  Information") are valuable,  special
and unique assets of the Company and its  affiliates.  Employee will not, during
or  after  the  term  of  his  employment,  disclose  any  of  the  Confidential
Information to any person, firm, corporation,  association,  or any other entity
for any reason or purpose whatsoever,  directly or indirectly,  except as may be
required   pursuant  to  his  employment   hereunder,   unless  and  until  such
Confidential  Information becomes publicly available other than as a consequence
of the breach by Employee of his confidentiality  obligations hereunder.  In the
Event of the  termination of his employment,  whether  voluntary or involuntary,
and whether by the Company or Employee, Employee will deliver to the Company all
documents and data pertaining to the Confidential  Information and will not take
with him any documents or data of any kind or any  reproductions (in whole or in
part) of any items relating to the Confidential Information.

     SECTION 9.  NONCOMPETITION.  Until one year after termination of Employee's
employment  with the Company for any reason,  whether  voluntary or involuntary,
Employee will not: (i) engage directly or indirectly, alone or as a shareholder,
partner,  officer,  director,  employee  or  consultant  of any  other  business
organization, in any business activities which are directly competitive with the
Company and which were either conducted by the Company at the time of Employee's
termination or "Proposed to be Conducted" (as defined  herein) by the Company at
the time of such  termination (the  "Designated  Industry");  (ii) divert to any

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competitor  of the Company in the  Designated  Industry any customer of Employee
or, (iii)  solicit or encourage  any officer,  employee,  or  consultant  of the
Company to leave its  employ for  employment  by or with any  competitor  of the
Company  in  the  Designated  Industry.  The  parties  hereto  acknowledge  that
Employee's non-competition obligations hereunder will not preclude Employee from
(i) owning less than 5% of the common stock of any publicly  traded  corporation
conducting  business activities in the Designated Industry or (ii) serving as an
officer,  director,  stockholder  or  employee  of  an  entity  engaged  in  the
healthcare  industry whose business operations are not competitive with those of
the  Company.  "Proposed  to be  Conducted,"  as used  herein,  shall mean those
business  activities  which are the subject of a formal,  written  business plan
approved by the Board of Directors prior to termination of Employee's employment
and which the Company takes material action to implement within 12 months of the
termination of Employee's employment.  Employee will continue to be bound by the
provisions of this Section 9 until their  expiration and will not be entitled to
any  compensation  from the Company  with  respect  thereto.  If at any time the
provisions of this Section 9 are determined to be invalid or  unenforceable,  by
reason of being vague or unreasonable as to area, duration or scope of activity,
this Section 9 will be considered  divisible and will become and be  immediately
amended to only such area, duration,  scope of activity as will be determined to
be reasonable  and  enforceable  by the court or other body having  jurisdiction
over the matter;  and Employee  agrees that this Section 9 as so amended will be
valid and binding as though any invalid or unenforceable  provision had not been
included herein.

     SECTION 10. GENERAL.

          (a) NOTICES. All notices and other communications hereunder will be in
     writing  or by written  telecommunication,  and will be deemed to have been
     duly given if delivered  personally or if mailed by certified mail,  return
     receipt requested or by written telecommunication,  to the relevant address
     set forth below,  or to such other  address as the recipient of such notice
     or  communication  will  have  specified  to  the  other  party  hereto  in
     accordance with this Section 10(a):

     If to the Company, to:                     With a copy to:

     e-dentist.com, Inc.                        Jackson Walker, L.L.P.
     2999 N. 44th Street, Suite 650             901 Main Street, Suite 6000
     Phoenix, Arizona 85018                     Dallas, Texas 75202
     Attn: CHIEF EXECUTIVE OFFICER              Attn: James S. Ryan, III
     Fax No.: (602) 952-0544                    Fax No. (214) 953-5822

     If to Employee, to:
     James Dunn Jr.
     6902 East Evans
     Scottsdale, AZ  85254

          (b)  WITHHOLDING AND OFFSET.  All payments  required to be made by the
     Company under this Agreement to Employee will be subject to the withholding
     of such amounts, if any, relating to federal,  state and local taxes as may
     be  required  by law. No payment  under this  Agreement  will be subject to
     offset or  reduction  attributable  to any amount  Employee  may owe to the
     Company or any other person.

          (c) EQUITABLE  REMEDIES.  Each of the parties hereto  acknowledges and
     agrees that upon any breach by Employee of his obligations under any of the
     Sections 8 and 9 hereof,  the Company will have no adequate  remedy at law,
     and  accordingly  will  be  entitled  to  specific  performance  and  other
     appropriate injunctive and equitable relief.

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          (d)  SEVERABILITY.  If any  provision of this  Agreement is held to be
     illegal,  invalid or unenforceable,  such provision will be fully severable
     and this  Agreement  will be  construed  and  enforced as if such  illegal,
     invalid or unenforceable  provision never comprised a part hereof;  and the
     remaining  provisions  hereof will remain in full force and effect and will
     not be affected by the illegal,  invalid or  unenforceable  provision or by
     its severance herefrom.  Furthermore,  in lieu of such illegal,  invalid or
     unenforceable provision,  there will be added automatically as part of this
     Agreement a provision as similar in its terms to such  illegal,  invalid or
     unenforceable  provision  as  may  be  possible  and be  legal,  valid  and
     enforceable.  Any and all covenants and  obligations of either party hereto
     which by their terms or by reasonable  implication are to be performed,  in
     whole or in part,  after the termination of this  Agreement,  shall survive
     such  termination,  including  specifically  the obligations  arising under
     Sections: 6, 7, 8 and 9.

          (e) WAIVERS. No delay or omission by either party hereto in exercising
     any right,  power or privilege  hereunder will impair such right,  power or
     privilege, nor will any single or partial exercise of any such right, power
     or privilege  preclude any further  exercise thereof or the exercise of any
     other right, power or privilege.

          (f)   COUNTERPARTS.   This  Agreement  may  be  executed  in  multiple
     counterparts,  each of which will be deemed an  original,  and all of which
     together will constitute one and the same instrument.

          (g) CAPTIONS.  The captions in this  Agreement are for  convenience of
     reference  only and will not limit or otherwise  affect any of the terms or
     provisions hereof.

          (h)  REFERENCE  TO  AGREEMENT.  Use of the words  "herein,"  "hereof,"
     "hereto " and the like in this Agreement  refer to this Agreement only as a
     whole and not to any particular  subsection or provision of this Agreement,
     unless otherwise noted.

          (i) BINDING  AGREEMENT.  This Agreement will be binding upon and inure
     to the  benefit of the  parties  and will be  enforceable  by the  personal
     representatives and heirs of Employee and the successors of the Company. If
     Employee  dies while any amounts  would still be payable to him  hereunder,
     such  amounts  will be paid to  Employee's  estate.  This  Agreement is not
     otherwise assignable by Employee.

          (j) ENTIRE  AGREEMENT.  Except as provided  in the  benefit  plans and
     programs   referenced   herein,   this   Agreement   contains   the  entire
     understanding   of  the  parties,   supersedes  all  prior  agreements  and
     understandings relating to the subject matter hereof and may not be amended
     except  by a written  instrument  hereafter  signed by each of the  parties
     hereto.

          (k) GOVERNING LAW. This Agreement and the  performance  hereof will be
     construed and governed in accordance with the laws of the State of Arizona,
     without regard to its choice of law  principles.  Any  modification of this
     Agreement  shall be  effective  only if it is in writing  and signed by the
     parties hereto.

          (l)  ATTORNEY'S  FEES. If legal action is commenced by either party to
     enforce or defend its rights under this Agreement,  the prevailing party in
     such  action  shall  be  entitled  to  recover  its  costs  and  reasonable
     attorneys'  fees in addition to any other relief  granted.  If either party

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     commences legal action or arbitration to enforce or defend its rights under
     this  Agreement,  the prevailing  party in such action shall be entitled to
     recover its costs,  including travel, lodging and meals for itself, counsel
     and  witnesses,  actual  witness  fees paid and legal fees  actually  paid,
     including  costs of  associating  local  counsel with regular  counsel,  if
     actually paid.

     SECTION 11. BINDING ARBITRATION. Any controversy or claim arising out of or
relating to this Agreement,  or breach thereof,  shall be settled exclusively by
arbitration in Phoenix,  Arizona, in accordance with the Commercial  Arbitration
Rules of the American Arbitration  Association then in effect. A sole arbitrator
shall  conduct  Arbitration  and he or she shall  render his or her award within
forty five (45) days of  appointment.  Judgment  upon the award  rendered by the
arbitrator  may be entered in, and enforced  by, any court  having  jurisdiction
thereof.  The award of the  arbitrator  may grant any  relief  available  to the
parties in law or in equity;  and the award may contain a provision  for payment
of costs and attorney's fees to the prevailing party, if any.

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     EXECUTED as of the date and year first written above.


                                        E-DENTIST.COM, INC.


                                        By: /s/ James Powers
                                            ------------------------------------

                                            Its: President
                                                 -------------------------------


                                        EMPLOYEE:


                                        /s/ James Dunn Jr.
                                        ----------------------------------------
                                        James Dunn Jr.

                                        Date: February 16, 2001
                                              ----------------------------------

                                  Page 8 of 19
<PAGE>
                                   Exhibit "A"

             Current Form of Management Incentive Compensation Plan

             [The remainder of this page intentionally left blank.]

                                  Page 9 of 19
<PAGE>
                               E-DENTIST.COM, INC.
                     MANAGEMENT INCENTIVE COMPENSATION PLAN

The e-dentist.com,  Inc.  ("e-dentist")  Management Incentive  Compensation Plan
(the  "Plan") is  designed  to offer  incentive  compensation  to key  employees
("Associates")  by rewarding the  achievement of corporate  goals,  specifically
measured  individual  goals that are  consistent  with and  support  the overall
corporate  goals.  The  Management  Incentive  Compensation  Plan will create an
environment  which will focus key  Associates on the  achievement of objectives.
Since cooperation between departments and Associates will be required to achieve
corporate   objectives  which  will  represent  a  significant  portion  of  the
Compensation  Plan,  the Plan should help foster  improved  teamwork  and a more
cohesive   management  team.  The  Company  reserves  the  right  to  revise  or
discontinue  the Plan at any time. Key Associates (as  hereinafter  defined) who
may be  eligible  to  participate  in the  plan  shall be  selected  at the sole
discretion of the Company.

                               PURPOSE OF THE PLAN

The E-dentist  Management  Incentive  Compensation Plan (the "Plan") is designed
to:

     >>   Provide an incentive program to achieve overall  corporate  objectives
          and to enhance shareholder value
     >>   Reward those individuals who significantly impact corporate results
     >>   Encourage increased teamwork among all disciplines within the Company
     >>   Incorporate an incentive program in E-dentist's  overall  compensation
          program to help attract and retain key Associates

                                 PLAN GOVERNANCE

The  Plan  will be  governed  by the  Compensation  Committee  of the  Board  of
Directors.  The President and CEO will be responsible for  administration of the
Plan. The Compensation Committee will be responsible for approving any incentive
awards to the President and CEO.

                      CORPORATE AND INDIVIDUAL PERFORMANCE

Prior to the  beginning of the Plan year,  the President and CEO will present to
the Board a list of overall corporate  objectives for the coming year, which are
subject to approval by the Board. All participants in the Plan will then develop
a list of key individual  objectives  which will be approved by the  responsible
Vice President and by the President and CEO.

The Plan will  call for  incentive  awards  based on the  achievement  of annual
corporate and individual objectives that have been approved as indicated above.

The relative weight between  corporate and individual  performance  factors will
vary based on levels  within the  organization.  The  weighing  will be reviewed
annually and be adjusted as necessary or appropriate.  The weighing for the year
2000 will be as follows:

                                  Page 10 of 19
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                                                  CORPORATE           INDIVIDUAL
                                                  ---------           ----------
President and CEO                                   100%

Senior Vice Presidents/Officers                      75%                  25%

Vice Presidents/Directors &
  Corporate Controller                               50%                  50%

Practice Administrators/Managers/
  Practice Advisors/Practice
  Consultants (employed)                             50%                  50%

                            TARGET AWARDS MULTIPLIER

Incentive  awards will be determined by applying an "achievement  multiplier" to
the  base  salary  of  Associates  in  the  Plan.  The  following  target  award
multipliers will be used in implementing the Plan:

POSITION                                                 TARGET AWARD MULTIPLIER
--------                                                 -----------------------
President and CEO                                                  35%

Senior Vice Presidents/Officers                                    25%

Vice Presidents/Directors &
  Corporate Controller                                             15%

Practice Administrators/Managers/
  Practice Advisors/Practice
  Consultants (employed)                                           10%

The target award  multiplier  will be used to establish the target cash award at
the  beginning of each year.  The target award  multiplier  will be equal to the
actual award  multiplier  used at year-end in  situations  where  corporate  and
individual objectives have been met for the year.

                                  Page 11 of 19
<PAGE>
                             PERFORMANCE MEASUREMENT

The following scale will be used to determine the actual award  multiplier based
upon  measurement of corporate and  individual  performance  versus  objectives.
Separate payment multipliers will be established for both the individual and the
corporate  components  of  each  award.  The  same  payment  multiplier  for the
corporate  component  of each  participant's  annual award shall be used for all
Plan participants in any given year.

     Performance Category                                       Award Multiplier
     --------------------                                       ----------------
1.   Performance for the year met or exceeded objectives or
     was excellent in view of prevailing conditions                   100%

2.   Performance generally met the year's objectives or was
     very acceptable in view of prevailing conditions                  75%

3.   Performance for the year met some but not all objectives          25%

4.   Performance for the year was not acceptable in view of
     prevailing conditions                                              0%

                              CALCULATION OF AWARD

Example I shows a sample cash award  calculation  under the Plan. First, a total
target award is  calculated by  multiplying  the  Associates  base salary by the
target  award  multiplier.  This  dollar  figure  is then  divided  between  its
corporate component and its individual component based on the performance factor
mix for that specific  position.  This calculation  establishes  specific dollar
target awards for the  performance  period for both the individual and corporate
components of the award.

At the end of the performance period, corporate and individual award multipliers
will be established  using the criteria  described  above.  The corporate  award
multiplier,  which  is  based  on  overall  corporate  performance,  is  used to
calculate actual corporate performance awards for all Plan participants. This is
done by multiplying the target  corporate award  established for each individual
at the beginning of the performance  period by the actual award multiplier.  The
individual  award  multiplier,  which is based  on an  individual's  performance
against  objectives,  is used in the same way to calculate the actual individual
performance award.

EXAMPLE 1:  CASH AWARD CALCULATION

     Position                                Vice President
     Base salary                             $100,000
     Year 2000 target award multiplier       15%
     Year 2000 target award                  $15,000
     Target award components (based on performance factor mix)
       Target award based on Corporate performance (50%)         7,500
       Target award based on Individual performance (50%)        7,500

                                  Page 12 of 19
<PAGE>
ACTUAL YEAR 2000 CASH AWARD CALCULATION:

Assumed payment multipliers based on assessment of Corporate and Individual
performance:

     Corporate multiplier 75% - performance generally met year's objectives
     Individual multiplier 100% - performance generally exceeded objectives

Year 2000 Cash Award:
     Corporate component      $5,625    ($7,500 X 75%)
     Individual component     $7,500    ($7,500 X 100%)

     Total 2000 Cash Award    $13,125

                              PAYMENT OF THE AWARD

Annual  performance  reviews will be completed by May 15th and payment of Awards
will be made after receipt of the Company's  audited  financial  statements  and
after  review  and  approval  by the  President  and CEO  and  the  Compensation
Committee of the Board of Directors.

                                  Page 13 of 19
<PAGE>
                                   Exhibit "B"

                         Form of Stock Option Agreement

             [The remainder of this page intentionally left blank.]

                                  Page 14 of 19
<PAGE>
                               E-DENTIST.COM, INC.
                        INCENTIVE STOCK OPTION AGREEMENT

     This Incentive  Stock Option  Agreement (the  "Agreement")  is entered into
between  e-dentist.com,   Inc.   ("e-dentist"),   a  Delaware  corporation  (the
"Company"),    and    __________________________(the     "Optionee")    as    of
______________________  (the "Effective  Date").  In consideration of the mutual
promises and covenants made herein, the parties hereby agree as follows:

     1. GRANT OF OPTION.  Under the terms and  conditions of the Company's  1997
Stock  Compensation  Plan,  as  amended  (the  "Plan"),  the  terms of which are
incorporated  herein by reference,  the Company grants to the Optionee an option
(the  "Option")  to  purchase  from  the  Company  all or any part of a total of
____________  (________)  shares of the Company's  Common Stock, par value $.001
per share,  at an exercise price of  _______________  ($________) per share (the
"Purchase Price").  The Option is granted as of  _________________________  (the
"Date of Grant").

     2. CHARACTER OF OPTION.  [The Option is an "incentive  stock option" within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").]  [Delete  Prior and Insert  Language for  Non-Qualified  Option:  This
Option is a non-qualified  stock option and is therefore not an "incentive stock
option" within the meaning of Section 422 of the Internal  Revenue Code of 1986,
as amended (the "Code").]

     3. TERM.  The Option will expire on the day prior to the tenth  anniversary
of the Date of Grant,  or such  earlier  date as may be  provided in (i) Section
1.16 of the Plan regarding Employee (as defined in the Plan) termination or (ii)
Section 11 below.

     4. VESTING.  Subject to the  provisions of Section 1.12 and Section 1.16 of
the Plan, the Option may be exercised according to the following schedule:

     [Example Only:  Beginning on  _____________,  _____ percent  (_____%) shall
     vest on the first day of each  month,  from  month to  month,  until  fully
     vested.]

     The  unexercised  portion of the Option from one period may be carried over
to a subsequent period or periods, and the right of the Optionee to exercise the
Option as to such  unexercised  portion shall continue for the entire term. Upon
exercise the actual number of shares  purchased  shall be rounded to the nearest
whole share.

     5.  PROCEDURE  FOR  EXERCISE.  Exercise of the Option or a portion  thereof
shall be effected by the giving of written notice to the Company by the Optionee
in  accordance  with Section 1.13 of the Plan and payment of the Purchase  Price
for the shares to be acquired pursuant to the exercise.

     6. PAYMENT OF PURCHASE PRICE.  Payment of the Purchase Price for any shares
purchased  pursuant to the Option shall be in accordance  with the provisions of
Section 1.11(b) of the Plan.

     7. TRANSFER OF OPTIONS.  This option is not assignable or  transferable  by
the Optionee  otherwise than by will or the laws of descent and distribution and
during the lifetime of the Optionee may only by exercised by the Optionee or his
legally authorized representative.

                                  Page 15 of 19
<PAGE>
     8.  ACCEPTANCE  OF THE PLAN.  The Option is  granted  subject to all of the
applicable  terms and  provisions of the Plan, and such terms and provisions are
incorporated by reference  herein.  The Optionee hereby accepts and agrees to be
bound by all the terms and conditions of the Plan.

     9.  AMENDMENT.  This  Agreement  may be amended by an instrument in writing
signed by both the Company and the Optionee.

     10.  MISCELLANEOUS.  This  Agreement  will be  construed  and  enforced  in
accordance  with the laws of the State of Arizona  and will be binding  upon and
inure to the benefit of any successor or assign of the Company and any executor,
administrator, trustee, guarantor or other legal representative of the Optionee.

     11.  RIGHTS OF OPTIONEE UPON  TERMINATION  OF  EMPLOYMENT.  In the event an
Optionee  ceases  to  serve as an  Employee  by  reason  of  death,  retirement,
permanent disability,  termination for cause, or resignation by the Optionee (as
hereinafter defined), then the Options may be exercised as follows:

          (a) DEATH. If the Optionee dies while serving as an Employee or within
     three (3) months  after  ceasing to become an  Employee,  the Option  shall
     become fully vested and  exercisable  during the period  beginning with the
     date of the  Employee's  death and ending  twelve (12)  months  thereafter,
     unless by its terms it expires sooner.  During such period,  the Option may
     be fully exercised,  to the extent that it remains  unexercised on the date
     of death, by the Optionee's personal  representative or by the distributees
     to whom the Optionee's rights under the Option shall pass by will or by the
     laws of descent and distribution.

          (b)  RETIREMENT.  If the Optionee  ceases to serve as an Employee as a
     result of retirement,  then (i) the Company's  Compensation Committee shall
     have the  ability to  accelerate  the  vesting of the  Option,  in its sole
     discretion,  or (ii)  the  Option  shall  be  exercisable  (to  the  extent
     exercisable  and vested on the effective date of such Retirement or, if the
     vesting of such  Option  has been  accelerated,  to the extent  exercisable
     following such  acceleration)  at any time during the period beginning with
     the  effective   date  of  the  retirement  and  ending  three  (3)  months
     thereafter, unless by its terms it expires sooner.

          (c)  DISABILITY.  If the Optionee  ceases to serve as an Employee as a
     result of permanent  disability  (as defined in the Plan or the  Employee's
     employment agreement), the Option shall become fully vested and exercisable
     during the period  beginning  with the date  Employee is  determined  to be
     permanently  disabled and ending twelve (12) months  thereafter,  unless by
     its terms it expires sooner.

          (d)  CAUSE.  If the  Optionee  ceases to be  employed  by the  Company
     because the Optionee's  relationship  with the Company is terminated by the
     Company  for cause (as  defined in the  employment  agreement),  the Option
     shall be exercisable (to the extent exercisable and vested on the effective
     date of such termination) during the period beginning with the date of such
     termination and ending three (3) months thereafter,  unless by its term the
     Option  expires  earlier.  If any facts  that  would  constitute  Cause for
     termination of an Optionee are discovered after the Optionee's relationship
     with the Company has ended,  the Options may be  immediately  terminated by
     the Company's Compensation Committee.  Notwithstanding the foregoing, if an

                                  Page 16 of 19
<PAGE>
     Optionee is employed  pursuant to a written  employment  agreement with the
     Company,  the  Optionee's  relationship  with the  Company  shall be deemed
     terminated  for  Cause  for  the  purposes  of this  Agreement  only if the
     Optionee is considered under the circumstances to have been terminated "for
     cause" for purposes of such written  agreement or the Optionee  voluntarily
     ceases to be an employee in breach of such Optionee's  employment agreement
     with the Company.

          (e)  VOLUNTARY  BREACH.  If  the  Optionee  ceases  to be an  Employee
     voluntarily  by  resignation  or in  breach  of the  Optionee's  employment
     agreement,  the  Options  shall  automatically  expire  on the date of such
     termination of the employment relationship.

          (f)  WITHOUT  CAUSE.  If the  Optionee  is  terminated  as an Employee
     Without Cause,  the Option shall be exercisable (to the extent  exercisable
     and vested on the effective  date of such  termination)  at any time within
     three (3) months after the effective  date of such  termination,  unless by
     its term the Option  expires  earlier.  Without  Cause  shall be defined as
     termination for any reason other than for Cause.

                         [Signatures on following page.]

                                  Page 17 of 19
<PAGE>
     Executed as of the ________ day of _________________, 2001.


                                        E-DENTIST.COM, INC.


                                        By:
                                            ------------------------------------
                                            James M. Powers,
                                            President


                                        ACKNOWLEDGED AND AGREED:
                                        THE OPTIONEE:


                                        ----------------------------------------


                                        ----------------------------------------
                                        Optionee's Social Security Number

                                  Page 18 of 19
<PAGE>
                                   Exhibit "C"

                               RELOCATION EXPENSES

     Upon relocation to offices outside of the Phoenix,  Arizona area,  Employee
shall  be  entitled  to  receive  reimbursement  of all  reasonable  moving  and
relocation  expenses  associated with Employee's  relocation outside of Phoenix,
Arizona.  The term  "reasonable  moving and relocation  expenses" shall mean the
following:

     1. Expenses in the form of closing costs incurred by Employee in connection
with the purchase by Employee of a new principal residence in the new location;

     2.  Expenses  incurred by  Employee  for the packing and moving of personal
property and automobiles of Employee located in the present principal  residence
to the Employee's new residence;

     3. Expenses incurred by Employee for a period of up to three (3) months, as
housing reimbursement, if necessary, to provide temporary housing while Employee
locates and obtains permanent housing;

     4. Expenses  incurred by Employee for up to two (2) trips to the relocation
area for Employee and Employee's spouse in connection with Employee's efforts to
locate a new residence  (with those  expenses to be consistent  with  reasonable
travel and expenses related to Executive business travel);

     5. Expenses incurred in the  re-registration and re-licensing of Employee's
automobiles in the new jurisdiction; and,

     6.  Payments  of  subparagraphs  (1) - (5)  above  shall  be  paid  net  of
withholding  for taxes and  grossed  up in an amount  calculated  to negate  the
adverse  income  tax  consequences  to  Employee  of  the  reimbursement  of the
relocation expenses.

Provided however that the total expenses to be reimbursed by Company to Employee
as set forth in this exhibit shall not exceed the total sum of $40,000.

                                  Page 19 of 19
</TEXT>
</DOCUMENT>
