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                                                                    EXHIBIT 10.1



                            NON-COMPETITION AGREEMENT

         This Non-Competition Agreement (the "Agreement") is entered into as of
December 31, 2001 by and among Midwest Dental, Inc., a Minnesota corporation
(the "Buyer"), Midwest Dental Management, Inc., a Wisconsin corporation ("MD
Management"), Midwest Dental Care, Mondovi, Inc., a Wisconsin corporation ("MD
Mondovi"), Midwest Dental Care, Sheboygan, Inc., a Wisconsin corporation ("MD
Sheboygan", Midwest Dental Plan, Ltd., a Wisconsin corporation ("MD Plan") and
Monarch Dental Corporation, a Delaware corporation (the "Seller").

                                   BACKGROUND

         A. The Buyer has agreed to purchase all of the issued and outstanding
capital stock of MD Management, MD Mondovi, and MD Sheboygan from the Seller
pursuant to the Stock Purchase Agreement dated December 31, 2001 (the "Stock
Purchase Agreement"), by and among the Buyer, the Seller, MD Management, MD
Mondovi, and MD Sheboygan.

         B. MD Management owns 79% of the issued and outstanding capital stock
of MD Plan. MD Management, MD Mondovi, MD Sheboygan and MD Plan are referred to
in this Agreement collectively as the "Acquired Companies."

         C. It is a condition to the obligations of the Buyer to consummate the
transactions contemplated by the Stock Purchase Agreement that the Seller enter
into this Agreement and provide the Buyer Group (as defined below) the
assurances set forth in this Agreement.

         NOW THEREFORE, in consideration of the foregoing and other mutual
covenants and obligations hereinafter set forth, the Buyer and the Seller agree
as follows:

1.       Defined Terms. The following terms will have the meanings indicated for
         all purposes of this Agreement:

         (a)      "Business" means the business of providing dental services
                  (including, without limitation, periodontic and orthodontic
                  services), managing dental practices, operating dental
                  laboratories, and providing any other dental related services
                  offered by the Acquired Companies at any time during the
                  one-year period immediately preceding the date hereof.

         (b)      "Buyer Group" means the Buyer and the Acquired Companies.

         (c)      "Restrictive Period" means the period commencing on the date
                  hereof and ending on the seventh anniversary of the date
                  hereof.


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         (d)      "Territory" means the States of Wisconsin and Minnesota
                  (excluding Hennepin County, Minnesota).

2.       Non-Competition. During the Restrictive Period, the Seller will not
         directly or indirectly engage in the Business in the Territory,
         including, without limitation, as a stockholder, general partner,
         limited partner, manager, member, consultant, agent or joint venturer
         in any other business. Notwithstanding the foregoing, this Section 2
         will not be binding upon or enforceable against any successor to, or
         future acquiror of, the Seller if such successor or future acquiror of
         the Seller conducts the Business in the Territory prior to its
         acquisition of the Seller.

3.       Non-Solicitation.

         (a)      During the Restrictive Period, the Seller will not directly or
                  indirectly solicit any customer of the Acquired Companies for
                  the purpose of providing or services for or on behalf of such
                  customer which are competitive with the Business in the
                  Territory, or in any way cause such customer to discontinue or
                  reduce its business relationship with the Acquired Companies.

         (b)      During the Restrictive Period, the Seller will not directly or
                  indirectly (i) interfere with the contractual relations
                  between any member of the Buyer Group and any of its employees
                  employed in the Territory; or (ii) employ or cause to be
                  employed in any capacity or retain or cause to be retained as
                  a consultant any person who was employed as an officer or
                  dentist by any Acquired Company during the twelve (12) month
                  period ending on the date hereof.

         (c)      Notwithstanding the foregoing, this Section 3 will not be
                  binding upon or enforceable against any successor to, or
                  future acquiror of, the Seller if such successor or future
                  acquiror of the Seller conducts the Business in the Territory
                  prior to its acquisition of the Seller.

4.       Confidential Information. All knowledge and information not already
         available to the public which the Seller has acquired with respect to
         private or confidential matters of the Acquired Companies (such as
         those concerning sales, costs, profits, organizations, customer lists,
         pricing methods, etc.) will be regarded by the Seller as strictly
         confidential and will not be disclosed to any person, corporation or
         firm. All of the foregoing knowledge and information are collectively
         termed "Confidential Information." The Seller's obligations under this
         paragraph will not apply to any information which (i) is or becomes
         known to the general public under circumstances involving no breach by
         the Seller of the terms of this paragraph, (ii) is approved for release
         by written authorization of the Buyer's Board of Directors, or (iii)
         the Seller is obligated by law, rule, regulation or order to disclose.

5.       Remedies. The Seller acknowledges that the restrictions set forth in
         paragraphs 1, 2 and 3 are reasonably necessary to protect the
         legitimate business interests of the Buyer Group. It is understood that
         if the Seller violates its obligations under paragraphs 1, 2 or 3
         hereof,


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         the Buyer Group will suffer irreparable harm for which a recovery of
         money damages would be an incomplete and inadequate remedy. It is
         therefore agreed that the Buyer Group, in addition to any remedies at
         law, will be entitled, as a matter of right, in any court of competent
         jurisdiction, to a preliminary injunction restraining the Seller
         pending litigation, as well as a permanent injunction upon final
         determination thereof, from violating this Agreement, and the Seller
         waives the requirements that the Buyer Group provide any bond as a
         condition precedent to obtaining such relief.

6.       Severability. The parties intend that the covenants and agreements
         contained in this Agreement will be deemed to be a series of separate
         covenants and agreements, one for each and every state of the United
         States included in the Territory. If, in any judicial proceeding, a
         court refuses to enforce any of the separate covenants deemed included
         in such action, then such unenforceable covenants will be deemed
         eliminated from the provisions of this Agreement for the purpose of
         such proceeding to the extent necessary to permit the remaining
         covenants to be enforced in such proceeding. Further, in the event that
         any provision is held to be overbroad as written, such provision shall
         be deemed amended to narrow its application to the extent necessary to
         make the provision enforceable according to applicable law and enforced
         as amended.

7.       Binding Effect. The covenants and agreements of paragraphs 1, 2 and 3
         will not be terminated by the voluntary dissolution of any or all
         members of the Buyer Group (or any parent, subsidiary or successor
         thereto) or merger whereby any or all members of the Buyer Group (or
         any parent, subsidiary or successor thereto) is not the surviving or
         resulting corporation, or any transfer of substantially all the assets
         of any or all members of the Buyer Group, unless no transferee or
         successor continues to carry on the Business. In the event of any such
         merger or consolidation or transfer of assets, the provisions of this
         Agreement will inure to the benefit of and be binding upon the
         surviving or resulting corporation or the corporation to which such
         assets are transferred.

8.       Entire Agreement. From and after the date of this Agreement the terms
         and provisions of this Agreement constitute the entire agreement
         between the parties and this Agreement supersedes any previous oral or
         written communications, representations or agreements with respect to
         the subject matter hereof.

9.       Waiver and Interpretation. The waiver by either party of a breach of
         any provision of this agreement by the other party shall not operate or
         be construed as a waiver of any subsequent breach by the breaching
         party. No waiver shall be valid unless in writing and signed by the
         party providing such waiver.

10.      Applicable Law. All questions pertaining to the validity, construction,
         execution and performance of this agreement shall be construed and
         governed in accordance with Minnesota law without regard to conflict of
         law principles of any jurisdiction.

11.      Notice. Any notice required or desired to be given under this Agreement
         will be deemed given if it complies with the notice requirements set
         forth in the Stock Purchase Agreement.




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12.      Counterparts. This Agreement may be executed in one or more
         counterparts, and will become effective when one or more counterparts
         have been signed by each of the parties.


                                     *******


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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first set forth above.

THE BUYER GROUP:                             THE SELLER:

MIDWEST DENTAL, INC.                         MONARCH DENTAL CORPORATION


By:  /s/ Jeffrey W. Moos, DDS                By:  /s/ Lisa K. Peterson
     ------------------------                     --------------------
   Its: President                               Its:  Chief Financial and
        --------------------                          Administrative Officer
                                                      --------------------------
MIDWEST DENTAL MANAGEMENT, INC.


By:  /s/ Jeffrey W. Moos, DDS
     --------------------------
   Its:
        -----------------------


MIDWEST DENTAL CARE,
MONDOVI, INC.


By:  /s/ Jeffrey W. Moos, DDS
     --------------------------
   Its:
        -----------------------


MIDWEST DENTAL CARE,
SHEBOYGAN, INC.


By:  /s/ Jeffrey W. Moos, DDS
     --------------------------
   Its:
        -----------------------


MIDWEST DENTAL PLAN, LTD.


By:  /s/ Jeffrey W. Moos, DDS
     --------------------------
   Its:
        -----------------------




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