E-DENTIST COM INC
GLENN J. BONAGURA EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>8
<FILENAME>ex10-12.txt
<DESCRIPTION>GLENN J. BONAGURA EMPLOYMENT AGREEMENT
<TEXT>

                                                                   Exhibit 10.12

                              EMPLOYMENT AGREEMENT

     Employment   Agreement  (the   "Agreement"),   dated  to  be  effective  as
hereinafter  provided,  by and between  Pentegra Dental Group,  Inc., a Delaware
corporation (the "Company"), and Glenn J. Bonagura ("Employee").

     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 is employed in  accordance  with the terms and
conditions of this Agreement.  Employee will have the duties associated with the
title and position of Sr. Vice President - Sales and Marketing,  with such other
duties or titles as 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  performance  of his duties to  Employer.  Employee  will not seek or obtain
employment with or by any other employer while this Agreement remains in effect,
provided  however that Employee may seek  employment  during the ninety (90) day
period prior to the  expiration of the Term or any renewal  thereof.  All of the
Employee's  powers and authorities shall be subject to the direction and control
of the Company's President.

     SECTION 3. TERM. Unless earlier terminated as provided for herein, the term
of this  Agreement  shall be the one (1) year period  beginning on July 16, 2000
(the  "Commencement  Date") and ending on the first  annual  anniversary  of the
Commencement Date (the "Term").

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

     (a)  During the Term of this Agreement and until terminated, Employee shall
          receive  monthly  compensation  equal to the greater of: (i)  Fourteen
          Thousand  Five Hundred  Eighty Three and 33/100  Dollars  ($14,583.33)
          (the "Base Salary")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.

     (b)  Beginning with the  Commencement  Date,  Employee shall be eligible to
          receive a cash bonus of up to One Hundred  Thousand and 00/100 Dollars
          ($100,000.00)  (the "Bonus").  One half (1/2) of the Employee's  Bonus
          will not be based upon any  performance  criteria  and will be paid in
          two  installments,   the  first  installment  on  the  six  (6)  month
          anniversary of the Commencement Date and the second installment on the
          annual  anniversary of the Commencement Date. The other one half (1/2)
          of the  Employee's  Bonus  will be  conditioned  upon  certain  annual
          targets and performance  criteria established from time to time by the
          Company's President.

     (c)  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
          employees of a like position. Specifically Company will be responsible
          for payment of the total premium costs  associated with the Employee's
          medical  and  dental  insurance,  (not  including  deductibles  and/or
          co-payments)  covering  the  Employee  and the  Employee's  spouse and

                                   Page 1 of 7
<PAGE>
          children.  The effective date of medical and dental insurance coverage
          shall be the first (1st) of the month following the Commencement Date.
          Employee will be entitled to compensated  absences in accordance  with
          the Company's policies and procedures which are available to employees
          of a like  position.  Specifically  Employee shall be entitled to (15)
          days of vacation and fourteen (14) days of other compensated absences,
          (like sick leave and  personal  day  benefits),  with the  accrual and
          credit of such  compensated  absences  always in  accordance  with the
          Company's  policies and procedures as determined  from time to time by
          the Company's President.

     SECTION 5. EXPENSES.  It is acknowledged  by the parties that Employee,  in
connection  with the services to be performed by Employee  pursuant to the terms
of this Agreement, may 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 Out of Pocket
Expenses incurred by Employee in the performance of Employee's duties.  Employee
will comply with such budget limitations and approval and reporting requirements
with  respect to any Out of Pocket  Expenses as the Company may  establish  from
time to time.  In  addition  to  reimbursement  of Out of Pocket  Expenses,  the
Company  will  provide  to  Employee  an auto  allowance  for use of  Employee's
automobile  in an amount equal to six hundred and 00/100  dollars  ($600.00) per
month.

     SECTION 6. TERMINATION BY COMPANY FOR CAUSE. The Company may terminate this
Agreement for cause if Employee:  (a) willfully fails to perform his duties with
the Company or materially  breaches any provision of this Agreement  (other than
any such failure  resulting from incapacity due to physical or mental  illness);
(b) willfully  engages in misconduct which is injurious to the Company;  or, (c)
is  convicted  of a felony or  charged  with a crime  involving,  theft,  fraud,
dishonesty  or moral  turpitude  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. The Company will provide notice of termination in
writing (or provided  orally  confirmed in writing  within  fourteen (14) days),
specifying  the  reasons  for  termination  as well as the date  upon  which the
termination is to become effective (the "Termination Date"). In the event of the
termination of this Agreement  pursuant to this Section,  then Employee will not
be entitled to any Bonus,  Severance or any other consideration,  except for any
portion of the Base Salary accrued but unpaid from the last monthly payment date
to the Termination  Date,  together with any Out of Pocket Expenses incurred but
unpaid prior to the Termination Date.

     SECTION 7. TERMINATION OTHER THAN FOR CAUSE. This Agreement shall terminate
upon the happening of any of the following  events:  (a) death of Employee (with
the  "Termination  Date" being  Employee's  date of death);  (b) the physical or
mental  disability of Employee which prevents a return to the performance of his
duties for a period of ninety (90) days (with the  "Termination  Date" being the
date that Employee is determined to be disabled;  or, (c) Employee  gives notice
of his intention to terminate this Agreement  either in writing,  (or orally and
then  confirmed  in  writing  within  three  (3) days of the  date of such  oral
notice),  specifying the reasons for  termination as well as the date upon which
the termination is to become  effective (the  "Termination  Date");  or, (d) the
Company  gives notice of its  intention to terminate  this  Agreement  either in
writing,  (or orally and then  confirmed in writing within three (3) days of the
date of such oral notice), specifying the reasons for termination as well as the
date upon which the termination is to become effective (the "Termination Date").
In the event of the termination of this Agreement, the Company will pay Employee
the portion of his Base Salary accrued but unpaid from the last monthly  payment
date to the  Termination  Date, and any Out of Pocket  Expenses  incurred in the
performance of his duties hereunder prior to the Termination Date, but shall not
be responsible  for the payment of any accrued but unpaid Bonus. In the event of
the  termination of this Agreement by the Company  pursuant to Subsection (d) of
this Section  (termination  without  cause by Company),  and only in that event,
then  the  Company  will  additionally  pay  Employee,  as  Employee's  sole and
exclusive remedy in connection with such termination,  liquidated damages in the

                                   Page 2 of 7
<PAGE>
form of  severance  pay (the  "Severance  Pay") as  follows:  (a) if before  the
expiration  of the six (6) months  from the  Commencement  date,  then an amount
equal to  Employee's  monthly  base  salary in effect  on the  Termination  Date
multiplied by three (3) months; or (b) if after the expiration of six (6) months
from the  Commencement  date,  then an amount equal to  Employee's  monthly base
salary  in  effect  on  the  Termination  Date  multiplied  by six  (6)  months.
Additionally and notwithstanding  the foregoing,  if the acquisition between the
Company and Dexpo.com,  Inc. ("Dexpo") does not close with the Company and Dexpo
terminating their Letter of  Understanding,  then either Company or Employee may
terminate  this  Agreement  and the Company will pay Employee the portion of his
Base  Salary  accrued  but  unpaid  from the last  monthly  payment  date to the
Termination  Date, and any Out of Pocket Expenses incurred in the performance of
his duties hereunder prior to the Termination Date, but shall not be responsible
for the payment of any accrued but unpaid Bonus. The Company will be entitled to
offset or mitigate  the amount due under this  subsection  by any amounts due to
the Company from the Employee.

     SECTION 8. STOCK  OPTIONS.  Employee  will  receive  the right to  purchase
100,000  shares of  Pentegra's  common  stock  (the  "Stock  Options"),  with an
exercise price of $1.00 per share. Company will provide an Employee Stock Option
Agreement  and  Incentive  Stock  Option  Agreement  contemporaneously  with the
execution of this  Agreement.  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.  Specifically  however  the  Stock  Option  Agreement  will  contain  a
provision  which  provides  vesting of ten percent (10%) of the options each six
(6) month period  beginning  with the  Commencement  Date. One half of the total
options  will be  issued  as  "non-qualified  stock  options"  and  one  half as
"employee incentive stock options." The stock option agreement of Employee shall
provide that  Employee upon  termination  of this  Agreement  shall retain those
options  which are vested  and shall have  ninety  (90) days to  exercise  those
vested options or such option shall expire.

     SECTION 9. REPRESENTATIONS AND COVENANTS.

     (a)  COVENANT NOT TO SOLICIT:  Employee covenants,  warrants and represents
          that during the Term of this Agreement and for the one (1) year period
          beginning with the Termination Date, that Employee (either personally,
          or through any individual,  association,  partnership,  corporation or
          other  entity)  shall not:  (i)  solicit,  induce or attempt to induce
          directly or indirectly any dental practice affiliated with the Company
          (a "Practice)  for the purpose of having that Practice  cease or alter
          its relationship with the Company; (ii) solicit,  induce or attempt to
          induce  directly  or  indirectly  any  employee  of the Company or any
          employee of a Practice for the purpose of having that  employee  cease
          their employment with the Company or a Practice.

     (b)  COVENANT NOT-TO-COMPETE.  Employee covenants,  warrants and represents
          that during the Term of this Agreement and for the two (2) year period
          beginning with the Termination Date, that Employee (either personally,
          or through any individual,  association,  partnership,  corporation or
          other  entity)  shall not: (i) engage  directly or  indirectly  in any
          business  activities  which relate to the acquisition or management of
          dental  practices  (the  "Designated  Industry");  (ii)  divert to any
          competitor  of the Company in the  Designated  Industry any  potential
          dentist  affiliate  or potential  employee of the  Company;  or, (iii)
          accept  employment by any company which is a competitor of the Company
          in the  Designated  Industry.  The  parties  hereto  acknowledge  that
          Employee's  non-competition  obligations  hereunder  will not preclude
          Employee  from owning less than 5% of the common stock of any publicly
          traded corporation  conducting  business  activities in the Designated
          Industry. Employee will continue to be bound by the provisions of this
          Section  until  their  expiration  and  will  not be  entitled  to any
          compensation from the Company with respect thereto. If at any time the

                                   Page 3 of 7
<PAGE>
          provisions   of  this  Section  are   determined   to  be  invalid  or
          unenforceable,  by reason of being vague or  unreasonable  as to area,
          duration  or  scope  of  activity,  this  Section  will be  considered
          divisible  and will  become  and be  immediately  amended to only such
          area,  duration  and scope of  activity  as will be  determined  to be
          reasonable  and   enforceable  by  the  court  or  other  body  having
          jurisdiction  over the matter.  Employee agrees that the restrictions,
          time period and geographic  scope contained in these  restrictions are
          reasonable,  valid and binding.  Employee  acknowledges and recognizes
          that enforcement of these convents will not interfere with his ability
          to pursue a proper livelihood. Employee recognizes and agrees that the
          enforcement of this Agreement is necessary to ensure the  preservation
          and continuity of the business and goodwill of the Company.

     (c)  COVENANT  OF  CONFIDENTIALITY.  Employee  recognizes  the  proprietary
          interest  of  any  confidential  and  proprietary  information  of the
          Company (or its successor,  assigns and affiliated  dental  practices)
          (together  the  "Employer   Group").   The  term  "  Confidential  and
          Proprietary   Information"   means   all  trade   secrets   and  other
          confidential   and/or   proprietary   information   of  the  Employer,
          including,  without  limitation,  information  derived  from  reports,
          investigations, research, work in progress, codes, marketing and sales
          programs,  financial  projections,  cost summaries,  pricing  formula,
          contracts analyses, financial information,  projections,  confidential
          filings with any state or federal agency,  and all other  confidential
          concepts,  methods of doing business,  ideas, materials or information
          prepared  or  performed  for,  by or on behalf of the  Company  by its
          employees,   officers,   directors,   agents,   representatives,    or
          consultants.  Employee  acknowledges  and  agrees  that  any  and  all
          Confidential and Proprietary Information  communicated to, learned of,
          developed  or  otherwise  acquired by him during the Term shall be the
          property of the Company. Employee further acknowledges and understands
          that his disclosure of any  Confidential  and Proprietary  Information
          will result in irreparable injury and damage to the Company.  Employee
          acknowledges  and agrees  that the  Company is entitled to prevent the
          disclosure  of  Confidential  and  Proprietary  Information.  Employee
          agrees  at all  times  during  the  Term  and  thereafter  to  hold in
          strictest   confidence   and  not  to   disclose  to  any  person  any
          Confidential and Proprietary Information,  other than in the course of
          performing his duties hereunder and with the consent of Company, which
          consent  shall  not  unreasonably  be  withheld,  in  accordance  with
          Company's policies and regulations,  as established from time to time,
          for  the  protection  of  Company's   Confidential   and   Proprietary
          Information.  The term "Confidential and Proprietary Information" does
          not include,  and there shall be no obligation  hereunder with respect
          to (i) information that is obvious,  or that may readily be determined
          by any  person  reasonably  knowledgeable  in the  industry  in  which
          Company operates by diligent review and examination of public sources,
          or that  becomes  generally  available  to the public  other than as a
          result  of  a   disclosure   by   Employee   or  any  agent  or  other
          representative  thereof,  and (ii)  office  practices  and  procedures
          applicable  to  Company's  business.   Employee  shall  not  have  any
          obligation   hereunder  to  keep  confidential  any  Confidential  and
          Proprietary  Information  to the extent  disclosure  of any thereof is
          required  by law,  or  determined  in good  faith  by  Employee  to be
          necessary or appropriate to comply with any legal or regulatory order,
          regulation  or  requirement;  provided,  however,  that  in the  event
          disclosure is required by law,  Employee  shall  provide  Company with
          reasonable  notice of such  requirement  so that  Company  may seek an
          appropriate  protective  order.  Upon  termination of employment,  all
          tangible evidence of such  confidential or proprietary  information in
          the possession of Employee shall be returned to Company,  and Employee
          shall not make or retain any copies or  excerpts  thereof  except that
          Employee may retain copies of all materials  that may be of a personal
          nature to Employee.

                                   Page 4 of 7
<PAGE>
     (d)  PROHIBITION ON DISPARAGING REMARKS.  Employee covenants,  warrants and
          represents that Employee shall not make disparaging, negative or other
          similar remarks  concerning the Company to any third party,  except to
          the extent that  Employee;  (i) is  required  to make such  remarks by
          applicable law or regulation or judicial or regulatory process or (ii)
          makes such remarks in or in connection  with any pending or threatened
          litigation  or  other  legal  proceeding.  Employee  agrees  that,  in
          addition to  monetary  damages,  the  Company  shall have the right to
          prevent any breach of this provision by means of injunctive relief.

     (e)  REFORMATION  AND  SURVIVAL.  In the  event  that  any  one or  more of
          provisions contained in this Section shall, for any reason, be held to
          be too broad as to duration,  geographical scope, activity or subject,
          such  provision  shall be  construed  as limiting  and  reducing it as
          determined  by  a  court  of  competent   jurisdiction  and  shall  be
          enforceable   to  the   extent   compatible   with   applicable   law.
          Notwithstanding  anything  to the  contrary  in  this  Agreement,  the
          covenants,  warranties and  representations  of Employee  contained in
          this Section, and the obligations arising therefrom, shall survive the
          termination of this Agreement and the Employee's employment under this
          Agreement  regardless of the reason for  termination.  The  covenants,
          warranties  and  representations  contained in this Section are hereby
          deemed to be independent of any other provision of this Agreement, and
          the  existence  of any claim or cause of action by  against ,  whether
          predicated  on this  Agreement or  otherwise,  shall not  constitute a
          defense to these representations, covenants and warranties.

     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):

     TO THE COMPANY AT:

     Pentegra Dental Group, Inc.
     2999 N. 44th Street, Suite 650
     Phoenix, Arizona 85018
     Fax (602) 952-0544
     Attn: CHIEF EXECUTIVE OFFICER

     TO EMPLOYEE AT:

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

          (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 or governmental  regulation or ruling ("Payroll  Taxes")
     and all other  normal  employee  deductions  made with respect to Company's
     employees  generally.  Any  payments  or  compensation  arising  under this
     Agreement will be subject to offset or reduction by any amount Employee may
     owe to the Company.

                                   Page 5 of 7
<PAGE>
          (c)  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.

          (d) 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.

          (e)   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.

          (f) 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.

          (g)  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.

          (h) 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.

          (i) 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.

          (j) 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.

          (k)  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
     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.

                                   Page 6 of 7
<PAGE>
     SECTION 11. DISPUTE RESOLUTION.

          (a) MEDIATION.  If any dispute arises between the parties which arises
     out of or relates to this  contract,  or the  breach  thereof,  and if such
     dispute cannot be settled by negotiation  between the parties,  the parties
     agree first to try to settle the dispute by  mediation  to be  conducted by
     one mediator as the parties may agree pursuant to the Commercial  Mediation
     Rules of the American Arbitration Association. If the parties are unable to
     agree upon a mediator,  the American Arbitration  Association will select a
     mediator  pursuant to its Commercial  Mediation  Rules.  Once a mediator is
     appointed,  he/she will be required to conclude  mediation  efforts  within
     forty-five (45) days of appointment.

          (b) BINDING ARBITRATION.  In the event that Mediation fails to resolve
     such dispute,  then the Parties  agree that such dispute  arising from this
     Agreement,  or the breach thereof,  shall be settled exclusively by binding
     arbitration  in  Phoenix,   Arizona,  in  accordance  with  the  Commercial
     Arbitration Rules of the American  Arbitration  Association then in effect.
     Judgment upon the award  rendered by the  arbitrator(s)  may be entered in,
     and enforced by, any court having jurisdiction thereof.

     EXECUTED by the  undersigned  parties as indicated below to be effective as
indicated above.

                                        EMPLOYER:
                                        PENTEGRA DENTAL GROUP, INC.


                                        By: /s/ James Powers
                                            ------------------------------------
                                            James M. Powers, Jr.,
                                            President

                                        Date: June 30, 2000
                                              ----------------------------------


                                        EMPLOYEE:
                                        Glenn J. Bonagura


                                        /s/ Glenn J. Bonagura
                                        ----------------------------------------
                                        Glenn J. Bonagura

                                        Date: June 30, 2000
                                              ----------------------------------

                                   Page 7 of 7
</TEXT>
</DOCUMENT>
