EXHIBIT 10.1

                                LICENSE AGREEMENT


         THIS AGREEMENT, entered into this fourth day of February, 1997, by and
between Dr. Martin Nedderman and John Bedard, both California residents
(hereinafter "Licensors") and Dental Resources, Inc., a Minnesota Corporation
(hereinafter "Licensee").

         WHEREAS, Licensors own all fights and title in and to the Total Flex
Denture device and any patents to be applied for and the invention claimed and
disclosed therein and referred to in such patent as Total Flex Denture, and, all
know how, technical information and drawings, associated goodwill, marketing and
trade business information, contract fights, and all other rights, properties
and privileges associated with such device.

         WHEREAS, Licensors and Licensees have agreed to own all right, title,
and interest in and to the trade name to such device jointly.

         WHEREAS, Licensors are willing to exclusively license in all regions of
the world its rights in the Total Flex Denture device to the Licensee on the
terms contained herein.

         WHEREAS, Licensee desires to organize a marketing program to execute
and create a market and demand for these devices, and is accordingly interested
in producing and selling the Total Flex Denture device under this exclusive
license during at least the term provided for in this agreement.

         NOW THEREFORE, for valuable consideration and upon the mutual promises
and covenants contained herein, the parties to this License Agreement agree as
follows:

         1.       The products licensed in this Agreement include all products
                  and devices manufactured, sold or used by the Licensee that
                  are associated with such Total Flex Denture device and the
                  licensed know how covered by this Agreement includes all
                  factual knowledge, technological information, trade secrets,
                  drawings, sketches, and other data related to the manufacture,
                  marketing, installation, fitting, and the use of Total Flex
                  Denture device, whether presently in the possession, or
                  subsequently coming into the possession, or developed by
                  Licensors, during the term of this Agreement.

         2.       The "license royalty" to be paid under this Agreement is a fee
                  paid to the Licensors (or their successors in interest) by the
                  Licensee for each unit of the licensed products that the
                  Licensors have the fight to manufacture, use and sell under
                  the terms of this Agreement. For purposes of determining the
                  license royalty, each "year" shall be measured in respect to
                  the annual date on which this Agreement is effective.

         3.       License Grant - For a three-year term commencing on the date
                  of this Agreement, the Licensors hereby grant to the Licensee
                  an exclusive license to produce, use and sell the products
                  covered by this License Agreement, and all patents and know
                  how pertaining thereto, throughout all regions of the world.

         4.       Cooperation of Licensors - Licensors agree to cooperate fully
                  and to use their best efforts, including referring current
                  distribution or other marketing contacts of Licensors to
                  Licensee, and in providing any reasonable assistance to
                  Licensee in solving any technical problems arising in
                  connection with the production, use and installation of the
                  Licensed Products. Licensors will also assist Licensee as
                  necessary with certain training sessions to be agreed to by
                  the parties hereto as the need arises, provided that Licensee
                  shall pay Licensors for any out-of-pocket expenses incurred by
                  them incident to assisting with such training or assisting
                  with solving technical problems.

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         5.       Royalties - Licensee shall make the following royalty payments
                  to Licensors consisting of:

                  i)       A cash license royalty per unit or device of Licensed
                           Product sold or used by Licensee which shall be equal
                           to seven percent (7%) (The royalty of seven percent
                           (7%) will be negotiable for the period of six months
                           to determine market conditions from the date of this
                           first contract.) of Licensee's wholesale price to
                           customers purchasing such devices from Licensee,
                           which base price shall be flexible and mutually
                           agreed upon by the parties hereto for the purpose of
                           determining such royalty payments due hereunder. Such
                           cash royalty payments shall be made to Licensors by
                           Licensee within ten (10) days of the end of each
                           quarter. Licensee shall not be required to pay cash
                           royalties on free sample devices used in promotions
                           or for damaged or defective products.

                  BUSINESS RECORDS: Licensee hereby agrees to keep business
                  records showing the manufacture and sale or other disposition
                  of the Licensed Products in sufficient detail to enable the
                  License Royalty to be accurately and fairly determined, and
                  further agrees to permit its books and records to be examined
                  from time to time, during normal business hours and with
                  reasonable notice, to the extent necessary for Licensors to
                  verify that Licensee is complying with the requirements and
                  obligations of this Agreement. If material omissions or errors
                  are discovered incident to any such verification examinations,
                  Licensee shall be responsible for all costs of such
                  examinations by Licensors or their accounting representative.
                  At a minimum, such business records shall show all customer
                  names and addresses purchasing Licensed Products from
                  Licensee, and the amount of the Licensed Products purchased by
                  them from Licensee. Any business record knowledge acquired by
                  Licensors, or business operational information pertaining to
                  Licensee, shall be treated by Licensors on a strictly
                  confidential basis and not disclosed to any other party
                  without the permission of Licensee.

         6.       Marketing - The Licensee will use its best efforts to
                  diligently promote and market the Licensed Products herein,
                  and Licensee shall not make any warranties, representations or
                  claims regarding the Licensed Products without the approval of
                  Licensors. Any governmental approval needed to market the
                  Licensed Products in any federal, state, or local governmental
                  area shall be obtained by Licensee at its expense. The
                  Licensee assumes all risks and liabilities arising out of any
                  warranty, guarantee, or other representation made by Licensee
                  in the marketing or promotion of the Licensed Products; and
                  Licensee will indemnify and hold harmless Licensors in respect
                  to any lawsuit, claim or proceeding arising out of any such
                  warranty, guarantee or representation of Licensee in the sale
                  or promotion of the Licensed Products, or arising out of the
                  use of the Licensed Product by anyone derived from sales
                  thereof made by Licensee.

                  Licensee will set aside and expend at least five thousand
                  dollars ($5,000.00) to develop and package the Licensed
                  Products for proper marketing by Licensee; and in addition,
                  Licensee will set aside and expend an additional ten thousand
                  dollars ($10,000.00) for marketing and distribution of the
                  Licensed Product during the first year hereof

         7.       Renewal - Licensors hereby agree to renew the royalty payments
                  due on sales of the Licensed Products after the end of the
                  three-year term of this agreement, with such renewal terms to
                  be mutually agreed upon by both parties hereto.

         8.       Transfer of Rights - All license rights under this Agreement
                  shall be binding upon any successor in interest of the
                  Licensors. The Licensee shall have no fight to sublicense or
                  assign the license fights hereunder without the express
                  written consent of the Licensor.

         9.       Termination - During the three-year term of this exclusive
                  license, the Licensee may terminate and release its license
                  fights hereunder only upon providing sixty (60) days advance
                  notice in writing to the Licensors. It is mutually understood
                  and agreed between the parties hereto that the failure of the
                  Licensee to comply with the terms of this Agreement shall give
                  the Licensors the

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                  fight to cancel this Agreement by giving Licensee thirty (30)
                  days notice in writing of such cancellation; provided,
                  however, that if within such thirty-day period Licensee shall
                  have corrected such contract default leading to the
                  cancellation by the Licensors, this Agreement shall remain in
                  full force and effect. Upon termination for default, Licensee
                  shall not be relieved of any prior obligations hereunder and
                  Licensee shall pay all royalty payments due at termination and
                  for any products sold by Licensee after termination. Licensors
                  have the fight to make a final inspection of business records
                  of Licensee upon such termination for the purpose of verifying
                  all royalties have been accounted for and paid by Licensee as
                  required by this Agreement.

         10.      Surplus Supplies - In the event Licensors enter into a license
                  agreement with a party other than the Licensee herein after
                  the expiration of the three-year term of this Agreement,
                  Licensors shall then purchase from the Licensee the molds,
                  equipment, surplus merchandise, promotional material and any
                  other item that has been purchased by the Licensee to promote,
                  manufacture or market the above device. The surplus supplies
                  shall be purchased at their original cost to Licensee.

         11.      General Matters -

                  a.       Notices: All notices provided for herein shall be
                           given in writing and hand delivered or sent by
                           certified mail, directed as follows:

                           To Licensors:  Dr. Martin Nedderman and John Bedard
                                          c/o A & M Dental Laboratories, Inc.
                                          425 South Santa Fe Street
                                          Santa Ana, California 92705-4196

                           To Licensee:   Dental Resources, Inc.
                                          c/o Doug Murphy 530 South River Street
                                          Delano, Minnesota 55328

                  b.       Parties in Interest: This Agreement shall inure to
                           the benefit of and bind the parties hereto, and their
                           respective successors and assigns as the case may be.

                  c.       Waiver: Any failure on the part of either party
                           hereto to comply with any of the obligations or
                           conditions of this Agreement may be waived in writing
                           by the other party.

                  d.       Governing Law: This Agreement shall be construed and
                           enforced in accordance with the laws of the State of
                           Minnesota.

                  e.       Severability: If any part of this Agreement is deemed
                           to be unenforceable for any reason, the balance of
                           the Agreement shall remain in full force and effect.

                  f.       Relationship of Parties: The relationship between the
                           parties hereto is strictly that of Licensors and
                           Licensee, and the Licensee shall have no fight to
                           bind or in any way obligate the Licensors in respect
                           to any contract or understanding with another party.

                  g.       Entire Agreement: This Agreement contains the entire
                           agreement between the parties hereto and supersedes
                           all previous understandings, negotiations and
                           commitments between the parties hereto in respect to
                           the subject matter of this Agreement; and this
                           Agreement may not be released, discharged, abandoned,
                           changed or modified in any manner except by a written
                           instrument duly executed by each party hereto.

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         IN WITNESS WHEREOF, the parties hereto have duly executed this License
Agreement as hereinafter appearing.


     /s/ Dr. Martin Nedderman                    /s/ Doug Murphy
-------------------------------------      -------------------------------------
Dr. Martin Nedderman                       Doug Murphy - President
Licensor                                   Licensee


     /s/ John Bedard
-------------------------------------
John Bedard
Licensor