Exhibit 10.9

                              EMPLOYMENT AGREEMENT

     Employment Agreement (the "Agreement"),  dated as hereinafter  indicated to
be  effective  on  November  12,  2000 (the  "Effective  Date"),  by and between
e-dentist.com,  Inc.,  a  Delaware  corporation  (the  "Company"),  and James M.
Powers, Jr. ("Employee").

     WHEREAS,  the  parties  hereto had  entered  into that  certain  Employment
Agreement,  dated  November 13, 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 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 President,  Chief Executive
Officer and  Chairman of the Board of the Company (the  "Position").  Employee's
duties and powers shall be those consistent with the office of President and the
Company's  Bylaws,  as established and amended from time to time by the Board of
Directors  (the  "Board").  Employee  agrees  to  devote  his full time and best
efforts to the  performance of his duties to the Company.  All of the Employee's
powers and authorities shall be subject to the reasonable  direction and control
of the Company's Board of Directors.  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 such 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"),  commencing on the date
hereof (the  "Commencement  Date").  Unless  earlier  terminated as provided for
herein, this Agreement shall automatically  extend 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.  Commencing  on January 1, 2001,  Employee  shall be
     entitled  to receive a base salary of  $225,000  per annum or as  increased
     from  time  to  time  by the  Board  of  Directors  of the  Company  or the
     Compensation   Committee   of  the   Board  of   Directors   ("Compensation
     Committee").

          (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 bonus  each year  during the term of this

                                  Page 1 of 18
<PAGE>
     Agreement 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 Compensation  Committee of the Board or
     the Board itself.

          In  addition,  during the term of this  Agreement,  Employee  shall be
     entitled to participate in and receive  benefits under any and all employee
     benefit  plans and  programs  which are from  time to time  generally  made
     available to the  executive  employees of the Company,  subject to approval
     and grant by the  appropriate  committee  of the Board of  Directors of the
     Company  with  respect to programs  calling for such  approvals  or grants.
     Additionally,  Employee  shall be  entitled  to medical  insurance,  dental
     insurance,  life  insurance  and  other  benefits  as  are  generally  made
     available to the executive employees of the Company.  Company has the right
     to  purchase  life  insurance  with a face value up to $5 Million  and with
     Company  as  owner  and   beneficiary.   Employee   shall  be  entitled  to
     reimbursement of any out of pocket costs associated with an annual physical
     exam  administered  by a physician  mutually  agreed  upon by Employee  and
     Company. Employee will provide to Company a comfort letter from a physician
     indicating  that Employee is physically  fit to perform the task and duties
     required herein. Employee shall be entitled to three (3) weeks vacation and
     such other days for personal use as reasonably determined by the Company.

     SECTION 5. EXPENSES;  AUTOMOBILE.  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
Company will reimburse Employee for all reasonable  expenses of types authorized
by the  Company  and  incurred  by  Employee  in the  performance  of his duties
hereunder.  Employee  will  comply with such budget  limitations,  approval  and
reporting  requirements  with  respect  to  such  expenses  as the  Company  may
establish from time to time.

     The Company shall provide Employee with a suitable  automobile for business
use,  or at the  Company's  option,  Company  shall  provide  Employee  with  an
automobile  allowance  and Company  shall pay all costs and expenses  reasonably
incurred by Employee in connection with the business use thereof;  provided that
the cost to Company for such automobile costs and expenses shall not exceed $750
per month.

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

                                  Page 2 of 18
<PAGE>
          (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
     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 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, Employee will not be entitled to any
     severance  pay 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. In the event of the termination of
     this Agreement  pursuant to this Section,  Employee will not be entitled to
     any severance 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  pay  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 provided for in this
     subsection  (other  than in the  foregoing  sentence)  in a lump sum amount
     concurrent with Employee's termination 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.

                                  Page 3 of 18
<PAGE>
          (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
     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 Board of
     Employee from the Position or title  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.  The Employee has been granted
options to purchase  shares of the Company's  Common Stock pursuant to the terms
of a Stock  Option  Agreement  the form of which is attached as Exhibit "B", and
may  continue  to be granted  such  options  from time to time.  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.  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" under
Section  6(b)),  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

                                  Page 4 of 18
<PAGE>
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
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):

                                  Page 5 of 18
<PAGE>
     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 M. Powers, Jr.
     6331 E. Vista Drive
     Paradise Valley, AZ  85253

          (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.

          (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.

                                  Page 6 of 18
<PAGE>
          (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.

     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. Judgment upon the
award  rendered by the  arbitrator(s)  may be entered in, and  enforced  by, any
court having jurisdiction thereof.

                                  Page 7 of 18
<PAGE>
     EXECUTED as of the date and year first written above.


                                        E-DENTIST.COM, INC.


                                        By: /s/ Charles Sanders
                                            ------------------------------------

                                            Its: Sr. VP, COO & CFO
                                                 -------------------------------


                                        EMPLOYEE:


                                        /s/ James Powers
                                        ----------------------------------------
                                        James M. Powers, Jr.

                                        Date: February 8, 2001
                                              ----------------------------------

                                  Page 8 of 18
<PAGE>
                                   Exhibit "A"

             Current Form of Management Incentive Compensation Plan

                                  Page 9 of 18
<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 18
<PAGE>
                                                 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 18
<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.

                                  Page 12 of 18
<PAGE>
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

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 18
<PAGE>
                                   Exhibit "B"

                         Form of Stock Option Agreement

                                  Page 14 of 18
<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.

                                  Page 15 of 18
<PAGE>
     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.

     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.

                                  Page 16 of 18
<PAGE>
          (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
     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 18
<PAGE>
     Executed as of the 28th day of September, 2000.


                                        E-DENTIST.COM, INC.


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


                                        ACKNOWLEDGED AND AGREED:
                                        THE OPTIONEE:


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


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

                                  Page 18 of 18