ORTHODONTIC CENTERS OF AMERICA INC /DE/
EX-10.5 EMPLOYMENT AGREEMENT - THOMAS J. SANDEMAN
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>3
<FILENAME>d04347exv10w5.txt
<DESCRIPTION>EX-10.5 EMPLOYMENT AGREEMENT - THOMAS J. SANDEMAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of
October 9, 2002 (the "Effective Date"), between THOMAS J. SANDEMAN, a resident
of the State of Louisiana (the "Employee"), and ORTHODONTIC CENTERS OF AMERICA,
INC., a Delaware corporation (the "Company").

                                   WITNESSETH:

         WHEREAS, the Employee desires to be employed by the Company, and the
Company desires to employ the Employee, on the terms, covenants and conditions
hereinafter set forth in this Agreement.

                                   AGREEMENT:

         NOW, THEREFORE, for the reasons set forth above, and in consideration
of the mutual promises and agreements herein set forth, the Company and the
Employee agree as follows:

1. Employment. Subject to the terms and conditions set forth in this Agreement,
the Company hereby employs and engages the Employee to hold the titles of Chief
Financial Officer, Treasurer and Assistant Secretary of the Company and perform
the duties of such positions as set forth in the Company's Bylaws and as
designated by the board of directors of the Company (the "Board of Directors")
and to perform such other duties and responsibilities and to hold such other
titles or positions with the Company and/or its subsidiaries as may be assigned
to him from time to time by the Board of Directors or the Chief Executive
Officer of the Company. The Employee hereby accepts such employment and agrees
to serve the Company as an officer and employee for the term of this Agreement.

2. Term of Employment. The term of this Agreement shall be for a period of three
(3) years commencing as of the date hereof, unless earlier terminated as
provided in Section 5 of this Agreement or extended upon such terms as may be
mutually agreed upon by the Company and the Employee and documented in a written
amendment hereto.

3. Devotion to Duties. The Employee agrees that during the period that he is
employed hereunder he shall devote his full business time and attention to the
business and affairs of the Company and shall use his best efforts to promote
the interests of the Company.

4. Compensation of Employee.

         4.1. Base Salary. During the term of this Agreement, the Company shall
pay to the Employee as compensation for the services to be performed by the
Employee a base salary of One Hundred Eighty Thousand Dollars ($180,000) per
year (the "Base Salary"). The Base Salary shall be payable in installments in
accordance with the Company's normal payroll practice, as such may exist from
time to time. The Base Salary may be reviewed and increased from time to time in
the discretion of the Compensation Committee of the Board of Directors.

         4.2.     Benefits.

         (a) Employee Benefit Plans. During the term he is employed hereunder,
the Employee shall be entitled to participate, on the same basis as other
members of senior management of the Company, in all regular employee benefit and
deferred compensation plans established by the Company and generally made
available from time to time to members of senior management of the Company,
including, without limitation, 401(k) and retirement plans, employee stock
purchase plans, savings and profit sharing plans, bonus plans, company
automobile or automobile allowance plans, health insurance plans and life
insurance plans, subject, in each case, to the applicable plan documents and
provisions, waiting periods, eligibility requirements and other qualifications
for participation.

<PAGE>


         (b) Transition To Company's Health Insurance. During the applicable
waiting period, if any, during the term hereof before the Employee is eligible
to participate in the Company's current health care insurance plan, the Company
will reimburse or pay the premiums for coverage of the Employee under his
existing health care insurance coverage.

         (c) Vacation. The Employee shall be entitled, during the period that he
is employed hereunder, to three weeks of paid vacation annually.

         (d) Disability Insurance. During the term of the Employee's employment
hereunder, the Company shall reimburse or pay the premiums (up to a maximum of
$2,000 per year) for a disability insurance policy covering the Employee. The
Employee and the Company will cooperate in seeking to obtain such policy as soon
as reasonably practicable. If, prior to the date on which such disability
insurance coverage becomes effective, the Employee's employment hereunder is
terminated for reason of illness or physical or mental incapacity pursuant to
Section 5.3 hereof, then, notwithstanding the provisions of Section 5.3, the
Employee shall continue to be paid his Base Salary (at the rate payable at the
time of such termination) through the then remaining term of this Agreement in
accordance with Section 4.1, in exchange for execution and delivery by the
Employee of a written general release of all of the Employee's claims against
the Company, its subsidiaries and affiliates; provided, however, that if the
Employee is employed by a subsequent company during such period, the severance
compensation payable to the Employee during such period shall be reduced by the
amount of compensation that the Employee is receiving from the subsequent
company.

         (e) Professional Associations and Development. During the term of the
Employee's employment hereunder, the Company shall reimburse or pay the annual
dues for the Employee's membership in Financial Executives International and the
Association for Treasury Professionals, and the reasonable cost and expense of
continuing professional development for the Employee that is reasonably related
to the Employee's positions with the Company and is pre-approved by the Chief
Executive Officer of the Company.

         4.3. Stock Options. On each of the initial date of grant and, provided
that the Employee is employed by the Company hereunder as of such date, the
first and second anniversaries of the Effective Date, the Company shall grant to
the Employee under and subject to the terms and provisions of the Company's 1994
Incentive Stock Plan or a successor thereto (the "Plan") non-transferable
options to purchase 18,692 shares of the Company's common stock at an exercise
price per share equal to the closing price per share of the Company's common
stock reported on the New York Stock Exchange (or other applicable exchange or
market on which the Company's common stock is then primarily listed, quoted or
traded, or, if such common stock is not then listed, quoted or traded on any
exchange or market, such price per share as is determined by the Board of
Directors, in its discretion, to be the then fair market value of such common
stock), all as appropriately adjusted to reflect any intervening stock splits,
stock dividends, reverse stock splits or other recapitalizations of the
Company's common stock. Subject to the provisions of the Plan and the Employee's
continued employment with the Company as of such date, the options may be
exercised as to 25% of the total number of shares of common stock covered by
such options beginning on the second anniversary of the date of grant of such
options, and as to an additional 25% of such total number of shares of common
stock beginning on each of the third, fourth and fifth anniversaries of such
date of grant.

         4.4. Reimbursement of Expenses. During the term of the Employee's
employment hereunder, the Company shall reimburse the reasonable and necessary
expenses incurred by the Employee in connection with the performance of his
duties under this Agreement in accordance with the Company's expense
reimbursement policy, as such may change from time to time, and subject to
proper documentation of such expenses.

5. Termination of Employment.

         5.1. Termination for Cause. "Termination For Cause," as hereinafter
defined, may be effected by the Company at any time during the term of this
Agreement by written notification to the Employee, specifying the reason
therefor. Upon a Termination For Cause, the Company shall promptly pay to the
Employee all accrued salary, vested deferred compensation (other than pension,
retirement or profit sharing plan benefits, which will be paid in accordance
with the applicable plan), any benefits under any plans of the Company in which
the Employee is a participant to the full extent of the Employee's rights under
such plans, and reimbursement of any appropriate business expenses incurred by

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the Employee in connection with his duties hereunder in accordance with Section
4.4 hereof, all as earned through the date of such termination, but the Employee
shall not be paid any other compensation or reimbursement of any kind,
including, without limitation, severance compensation.

         "Termination For Cause" shall mean termination by the Company of the
Employee's employment hereunder and the term hereof by reason of the Employee's
(i) conviction of, or indictment or its procedural equivalent for, or a plea of
guilty or no contest with respect to, any felony or other crime for which
imprisonment is a possible punishment, (ii) willful dishonesty towards, fraud
upon, or deliberate injury or attempted injury to the Company or its
subsidiaries, or misappropriation or attempted misappropriation of any funds,
property or opportunities of the Company or its subsidiaries, or (iii) willful
material breach of this Agreement.

         5.2. Termination Other Than for Cause. Notwithstanding any other
provisions of this Agreement, the Company may effect a "Termination Other Than
For Cause," as hereinafter defined, at any time upon giving written notice to
the Employee of such termination. Upon any Termination Other Than for Cause, the
Employee shall promptly be paid all accrued salary, vested deferred compensation
(other than pension, retirement or profit sharing plan benefits, which will be
paid in accordance with the applicable plan), any benefits under any plans of
the Company in which the Employee is a participant to the full extent of the
Employee's rights under such plans, and reimbursement of any appropriate
business expenses incurred by the Employee in connection with his duties
hereunder in accordance with Section 4.4 hereof, all as earned through the date
of such termination, plus the severance compensation provided in the following
paragraph, but no other compensation or reimbursement of any kind.

         In the event that the Employee's employment is terminated in a
Termination Other Than for Cause, the Employee shall be paid as severance
compensation, in exchange for execution and delivery by the Employee of a
written general release of all of the Employee's claims against the Company, its
subsidiaries and affiliates, his Base Salary, at the rate payable at the time of
such termination, for a period of six (6) months following the date of such
termination in accordance with Section 4.1; provided, however, that if the
Employee is employed by a subsequent company during such period, the severance
compensation payable to the Employee during such period shall be reduced by the
amount of compensation that the Employee is receiving from the subsequent
company.

         "Termination Other Than for Cause" shall mean termination by the
Company of the Employee's employment hereunder and the term hereof other than a
Termination For Cause.

         5.3. Termination by Reason of Disability. If, during the term of this
Agreement, the Employee, in the reasonable judgment of the Board of Directors or
the Chief Executive Officer of the Company, has failed to perform his duties
under this Agreement on account of illness or physical or mental incapacity, and
such illness or incapacity continues for a period of more than six (6)
consecutive months, the Company shall have the right to terminate the Employee's
employment hereunder and the term hereof by written notification to the
Employee. Upon such termination the Employee shall promptly be paid all accrued
salary, vested deferred compensation (other than pension, retirement or profit
sharing plan benefits, which will be paid in accordance with applicable plan),
any benefits under any plans of the Company in which the Employee is a
participant to the full extent of the Employee's rights under such plans and
reimbursement of any appropriate business expenses incurred by the Employee in
connection with his duties hereunder in accordance with Section 4.4 hereof, all
through the date of such termination, but the Employee shall not be paid any
other compensation or reimbursement of any kind, including, without limitation,
severance compensation (except as provided in Section 4.2(d) prior to the
effective date of the disability insurance coverage referenced therein).

         5.4. Death. In the event of the Employee's death during the term of
this Agreement, the Employee's employment hereunder and the term hereof shall be
deemed to have terminated immediately thereon and the Company shall pay to his
estate or such beneficiaries as the Employee may from time to time designate all
accrued salary, vested deferred compensation (other than pension, retirement or
profit sharing plan benefits, which will be paid in accordance with the
applicable plan), any benefits under any plans of the Company in which the
Employee is a participant to the full extent of Employee's rights under such
plans and reimbursement of any appropriate business expenses incurred by the
Employee in connection with his duties hereunder in accordance with Section 4.4
hereof, all through the date of such termination, and the Company shall continue
to provide health insurance coverage to the Employee's then spouse for a period
of two years following Employee's death on a basis comparable to that provided
to such spouse as of the date


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of the Employee's death, or remit or reimburse such spouse for COBRA or other
premium payments to maintain such health insurance coverage (or comparable
health insurance coverage) during such two year period. The Employee's estate
shall not be paid any other compensation or reimbursement of any kind,
including, without limitation, severance compensation.

         5.5. Voluntary Termination. The Employee may terminate his employment
hereunder and the term hereof at any time by giving the Company written notice
of such termination at least ninety (90) days in advance thereof. In the event
of such termination, the Company shall promptly pay all accrued salary, vested
deferred compensation (other than pension, retirement or profit sharing plan
benefits, which will be paid in accordance with the applicable plan), any
benefits under any plans of the Company in which the Employee is a participant
to the full extent of the Employee's rights under such plans and reimbursement
of any appropriate business expenses incurred by the Employee in connection with
his duties hereunder in accordance with Section 4.4 hereof, all through the date
of such termination, but no other compensation or reimbursement of any kind,
including, without limitation, severance compensation.

6. Obligations Contingent on Performance. The obligations of the Company under
this Agreement, including its obligation to pay the compensation provided for
herein, shall be contingent upon the Employee's performance of his obligations
under this Agreement.

7. Confidentiality. The Employee agrees to hold in strict confidence all
information concerning any matters affecting or relating to the Company and its
subsidiaries and their respective businesses and affiliated practices and
practitioners, including, without limiting the generality of the foregoing,
their manner of operation, plans, protocols, processes, computer programs,
client and customer lists, financial and marketing information and analyses, or
other data, without regard to whether all of the foregoing matters are or will
be deemed confidential or material. The Employee agrees that he will not,
directly or indirectly, use any such information other than for the benefit of
the Company and its subsidiaries in connection with his employment hereunder or
disclose or communicate any of such information in any manner whatsoever other
than to the directors, officers, employees, agents and representatives of the
Company and its subsidiaries who need to know such information, who shall be
informed by the Employee of the confidential nature of such information and
directed by the Employee to treat such information confidentially. Upon the
Company's request, the Employee shall return all information and documentation
furnished to or obtained by him related to the Company and its subsidiaries and
their respective businesses and affiliated practices and practitioners.

         The above limitations on use and disclosure shall not apply to
information which the Employee can demonstrate: (a) was known to the Employee
before receipt thereof from the Company; (b) is learned by the Employee from a
third party entitled to disclose it; or (c) becomes generally known to the
public other than through or because of the Employee. The parties hereto
stipulate that all such information is material and confidential and gravely
affects the effective and successful conduct of the business of the Company and
the Company's goodwill, and that any breach of the terms of this Section 7 shall
be a material breach of this Agreement. The terms of this Section 7 shall remain
in effect during and following the term of this Agreement.

8. Use of Proprietary Information. The Employee recognizes that the Company
possesses a proprietary interest in all of the information described in Section
7 and has the exclusive right and privilege to use, protect by copyright, patent
or trademark, manufacture or otherwise exploit the processes, ideas and concepts
described therein to the exclusion of the Employee, except as otherwise agreed
between the Company and the Employee in writing. The Employee expressly agrees
that any products, inventions, discoveries or improvements made by the Employee,
his agents or affiliates, during the term of this Agreement, based on or arising
out of the information described in Section 7 shall be the property of and inure
to the exclusive benefit of the Company. The Employee further agrees that any
and all products, inventions, discoveries or improvements developed by the
Employee (whether or not able to be protected by copyright, patent or trademark)
during the course of his employment, or involving the use of the Company's time,
materials or other resources, shall be promptly disclosed to the Company and
shall become the exclusive property of the Company. The terms of this Section 8
shall remain in effect during and following the term of this Agreement.


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<PAGE>

9. Non-Competition Agreement.

         9.1. Non-Competition. The Employee agrees that, during the term of this
Agreement and for a period of two (2) years thereafter, he shall not, directly
or indirectly, own, manage, operate, control, be connected with as an officer,
employee, partner, consultant or otherwise, or otherwise engage or participate
in, except as an employee of the Company or its subsidiaries, any business,
enterprise or entity engaged in any activity connected with the orthodontic or
pediatric dental industries or any other activity or line of business
competitive with those in which the Company and/or its subsidiaries engage,
where such competing business, enterprise or entity is located or operating in,
or servicing in any way practices, clients or customers located in, those
parishes and counties in which the Company or any of its subsidiaries operate
during the term hereof. Notwithstanding the foregoing, the ownership by the
Employee of less than two percent (2%) of any class of the outstanding capital
stock of any corporation conducting a business competitive with the Company
which is regularly traded on a national securities exchange or in the
over-the-counter market shall not be a violation of the foregoing covenant. The
Employee hereby acknowledges and agrees that the provisions set forth in this
Subsection 9.1 constitute a reasonable restriction on his ability to compete
with the Company.

         9.2. Non-Solicitation. During the term of this Agreement and for a
period of two (2) years thereafter, the Employee shall not contact (except in
furtherance of his duties and responsibilities hereunder) or solicit, directly
or indirectly, any customer, client or affiliated practitioner or practice whose
identity the Employee obtained through association with the Company or its
subsidiaries, regardless of the geographical location of such customer, client,
affiliated practitioner or practice, nor shall the Employee, directly or
indirectly, entice or induce, or attempt to entice or induce, any employee of
the Company or its subsidiaries to leave such employment, nor shall the Employee
employ any such person in any business similar to or in competition with that of
the Company and its subsidiaries during the term of this Agreement and for a
period of two (2) years thereafter. The Employee hereby acknowledges and agrees
that the provisions set forth in this Subsection 9.2 constitute a reasonable
restriction on his ability to compete with the Company.

         9.3. Saving Provision. The parties hereto agree that, in the event a
court of competent jurisdiction shall determine that the geographical or
durational elements of these covenants are unenforceable, such determination
shall not render the entire covenant unenforceable. Rather, the excessive
aspects of the covenant shall be reduced to the threshold which is enforceable,
and the remaining aspects shall not be affected thereby. The parties hereto
stipulate that and that any breach of the terms of this Section 9 shall be a
material breach of this Agreement. The terms of this Section 9 shall remain in
effect during and following the term of this Agreement.

10. Equitable Relief. The Employee acknowledges that the extent of damages to
the Company from a breach of Sections 7, 8 and 9 of this Agreement would not be
readily quantifiable or ascertainable, that monetary damages would be inadequate
to make the Company whole in case of such a breach, and that there is not and
would not be an adequate remedy at law for such a breach. Therefore, the
Employee specifically agrees that the Company is entitled to injunctive or other
equitable relief from a breach of Sections 7, 8 and 9 of this Agreement, waives
any requirement on the part of the Company of proving actual damages in
connection with obtaining any such injunctive or other equitable relief, waives
any requirement for securing or posting any bond in connection with obtaining
such injunctive or other equitable relief, without limiting the Company's rights
to any other remedies available in law or in equity, and hereby waives and
covenants not to assert against a prayer for such relief that there exists an
adequate remedy at law, in monetary damages or otherwise.

11.      Indemnification.

         11.1. Scope of Indemnification. The Company shall indemnify, and upon
request shall advance expenses to, in the manner and to the fullest extent
permitted by law, the Employee (or the estate of the Employee) if he was or is a
party to, or is threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that the Employee is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, other enterprise or employee
benefit plan, against any liability which may be asserted against the Employee
during the term of the Employee's employment hereunder or during the five years
immediately following the termination or expiration of the term of this
Agreement. To

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the fullest extent permitted by law, the indemnification and advances provided
for herein shall include expenses (including reasonable attorneys' fees),
judgments, penalties, fines and amounts paid in settlement. The indemnification
provided herein shall not be deemed to limit the right of the Company to
indemnify the Employee for any such expenses (including reasonable attorneys'
fees), judgments, fines and amounts paid in settlement to the fullest extent
permitted by law, both as to action in his official capacity and as to action in
another capacity while holding such office.

         Notwithstanding the foregoing, the Company shall not indemnify the
Employee as to any threatened, pending or completed action or suit by or in the
right of the Company to secure a judgment in its favor against the Employee with
respect to any claim, issue or matter as to which the Employee shall have been
adjudged to be liable to the Company, unless and only to the extent that, a
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, the Employee is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

         11.2. Right of Claimant to Enforce Rights. Any indemnification or
advancement of expenses required under this Section 11 shall be made promptly,
and in any event within thirty (30) days following the written request of the
Employee therefor. If a determination by the Company that the Employee is
entitled to indemnification pursuant to this Section 11 is required, and the
Company fails to respond within thirty (30) days following the giving of a
written request to the Company by the Employee for indemnity hereunder, the
Company shall be deemed to have approved such request. If the Company denies a
written request for indemnity or advancement of expenses, in whole or in part,
or if payment in full pursuant to such request is not made within thirty (30)
days as provided above, the right to indemnification and advancement of expenses
as granted by this Section 11 shall be enforceable by the Employee in any court
of competent jurisdiction. The Employee's costs and expenses incurred in
connection with successfully establishing the Employee's right to
indemnification, in whole or in part, in any such action or proceeding shall
also be indemnified by the Company. Neither the failure of the Company
(including the Board of Directors, independent legal counsel or the stockholders
of the Company) to have made a determination prior to the commencement of such
action that indemnification of the Employee is proper in the circumstances
because the Employee has met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor the fact that there has
been an actual determination by the Company (including the Board of Directors,
independent legal counsel or the stockholders of the Company) that the Employee
has not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the Employee has not met the applicable
standard of conduct.

         11.3. Non-Exclusivity of Rights. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Section 11 shall not be
deemed exclusive of any other rights to which the Employee may be entitled by
law, the Company's Restated Certificate of Incorporation or Bylaws, an agreement
with the Company, or a resolution of the Board of Directors or of the Company's
stockholders. Any repeal or modification of the provisions of this Section 11
shall be prospective only and shall not adversely affect any right or protection
set forth herein in favor of the Employee at the time of such repeal or
modification.

         11.4. Insurance. The Company may, in its discretion to the fullest
extent permitted by law, purchase and maintain insurance, at its expense, to
protect itself and the Employee against any liability asserted against the
Employee and incurred by Employee in any such capacity, or arising out of the
Employee's duties hereunder, whether or not the Company would have the power to
indemnify the Employee against such liability under the provisions of this
Section 11, the General Corporation Law of the State of Delaware or otherwise.

         11.5. Saving Provision. If this Section 11 or any portion thereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify the Employee as to expenses (including
reasonable attorneys' fees), judgments, fines, penalties and amounts paid in
settlement with respect to any actual or threatened action, suit or proceeding,
whether civil, criminal, administrative, investigative or otherwise, to the
fullest extent permitted by any applicable portion of this Section 11 which
shall not have been invalidated, by the General Corporation Law of the State of
Delaware or by any other applicable law. This Section 11 shall survive the
termination or expiration of the term of this Agreement.


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12. Entire Agreement. This Agreement contains the complete agreement concerning
the employment arrangement between the parties and shall supersede all other
agreements or arrangements between the parties with regard to the subject matter
hereof.

13. Binding Agreement; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, legal
representatives, successors and permitted assigns. The obligations of the
Company under this Agreement shall not be terminated by reason of any
liquidation, dissolution, bankruptcy, cessation of business or similar event
relating to the Company. This Agreement shall not be terminated by reason of any
merger, consolidation or reorganization of the Company, but shall be binding
upon and inure to the benefit of the surviving or resulting entity. The rights,
benefits, duties and obligations of the Employee under this Agreement are
personal to him and may not be assigned.

14. Modification. No waiver or modification of this Agreement or of any
covenant, condition, or limitation herein contained shall be valid unless in
writing and duly executed by the party to be charged therewith and no evidence
of any waiver or modification shall be offered or received in evidence of any
proceeding, arbitration, or litigation between the parties hereto arising out of
or affecting this Agreement, or the rights or obligations of the parties
thereunder, unless such waiver or modification is in writing, duly executed as
aforesaid.

15. Severability. All agreements and covenants contained herein are severable,
and in the event any of them shall be held to be invalid or unenforceable by any
court of competent jurisdiction, this Agreement shall be interpreted as if such
invalid agreements or covenants were not contained herein.

16. Manner of Giving Notice. All notices, requests and demands to or upon the
respective parties hereto shall be sent by hand, certified mail, overnight
courier service, or facsimile (if within a reasonable time a permanent copy is
given by any of the other methods described above), in each case with all
applicable charges paid or otherwise provided for, addressed as follows, or to
such other address as may hereafter be designated in writing by the respective
parties hereto. If to the Company: Orthodontic Centers of America, Inc., 3850 N.
Causeway Boulevard, Suite 800, Metairie, Louisiana 70002, Facsimile: (504)
833-8832, Attention: Bartholomew F. Palmisano, Sr. If to the Employee: Thomas J.
Sandeman, 5041 Tartan Drive, Metairie, Louisiana 70003, Facsimile: (504)
779-0917. Such notices, requests and demands shall be deemed to have been given
or made on the date of delivery if delivered by hand or by facsimile and on the
next following date if sent by mail or by overnight courier service.

17. Remedies. In the event of a breach of this Agreement, the non-breaching
party shall be entitled to such legal and equitable relief as may be provided by
law, and shall further be entitled to recover all costs and expenses, including
reasonable attorneys' fees, incurred in enforcing the non-breaching party's
rights hereunder.

18. Headings. The headings have been inserted for convenience only and shall not
be deemed to limit or otherwise affect any of the provisions of this Agreement.

19. Choice of Law. It is the intention of the parties hereto that this Agreement
and the performance hereunder be construed in accordance with, under and
pursuant to the laws of the State of Louisiana without regard to the
jurisdiction in which any action or special proceeding may be instituted.

20. Counterparts. This Agreement may be executed in two counterparts, each of
which shall be deemed an original, and both of which together shall constitute
one and the same instrument.

21. Interpretation. The language in all parts of this Agreement shall be
construed, in all cases, according to its plain meaning, except where the
context of this Agreement expressly indicates otherwise, and the parties
acknowledge that each party has carefully reviewed this Agreement and that the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of this Agreement.

                            [SIGNATURE PAGE FOLLOWS.]


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         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first stated above.


                                  COMPANY:

                                  ORTHODONTIC CENTERS OF AMERICA, INC.


                                  By:  /s/ Bartholomew F. Palmisano, Sr.
                                       -----------------------------------------
                                       Bartholomew F. Palmisano, Sr.
                                       Chairman of the Board, President and
                                       Chief Executive Officer


                                  EMPLOYEE:


                                  /s/  Thomas J. Sandeman
                                  ----------------------------------------------
                                  Thomas J. Sandeman



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