**Exhibit 10.16**

**STANDSTILL AGREEMENT**

As of January 16,2007, Discus Holdings, Spectrum Dental, Inc. and Westside Packaging (collectively“Discus”), on the one hand, and American Medical Technologies, Inc. (“AMT”), onthe other hand (collectively the “Parties”), hereby agree that there arepending disputes between them concerning the existence and/or extent of anyperformance issues under their respective agreements between the Parties (the “Agreements”).  It is AMT’s position that the Agreements arein effect.  Discus shall not dispute thatAMT position at this time provided, however, that while the Parties agree thatthey have discussed potential resolution of the disputes, AMT acknowledges thatthey have not been resolved as of January 16, 2007 and Discus and AMT respectivelyreserves all rights, claims and/or defenses. To the extent that any grounds for termination now exist, and/or existedpreviously, and/or arise at any time in the future, Discus shall not beprejudiced in any manner in asserting such claims, should ongoing discussionsnot yield resolution of the dispute. Therefore, the Parties also agree to preserve all of their respectiverights, claims, causes of action, and/or defenses in law and at equity againsteach other to the same extent and to the same degree that such respectiverights, claims, causes of action, and/or defenses exist as of January 16,2007.  Without any prejudice to the same,they are entering into this Standstill Agreement.  Further, the Parties agree any party mayterminate this Standstill Agreement by providing the other side with ten (10)days’ written notice (sent by email or facsimile) to the Party (or Parties) andto their counsel listed below.  TheParties further agree that no Party shall commence any legal action against theother party prior to termination of the Standstill Agreement.

DATEDthis 1st day of February, 2007.
| DISCUS HOLDINGS                       |   | WESTSIDE PACKAGING                    |
|---------------------------------------|--------|---------------------------------------|
|                                  |   |                                  |
| /s/ Robert Hayman                     |   | /s/ Robert Hayman                     |
| (Designated Corporate Representative) |   | (Designated Corporate Representative) |
|                                  |   |                                  |
| Robert Hayman                         |   | Robert Hayman                         |
| PRINTED NAME                          |   | PRINTED NAME                          |
|                                  |   |                                  |
| AMERICAN MEDICAL                      |   | SPECTRUM DENTAL                       |
| TECHNOLOGIES, INC.                    |   |                                  |
|                                  |   |                                  |
| /s/ Judd D. Hoffman                   |   | /s/ Robert Hayman                     |
| Judd D. Hoffman, President/CEO        |   | (Designated Corporate Representative) |
|                                  |   |                                  |
| Judd D. Hoffman                       |   | Robert Hayman                         |
| PRINTED NAME                          |   | PRINTED NAME                          |
|                                  |   |                                  |
| Jackson Walker L.L.P.                 |   | LeBoeuf, Lamb                         |
|                                  |   |                                  |
| /s/ Lionel M. Schooler                |   | /s/ Vincent Davitt                    |
| Lionel M. Schooler                    |   | Vincent Davitt                        |
| Counsel for AMTI                      |   |                                  |
| (Texas State Board, 17803300)         |   |                                  |

 

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