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                                                                    Exhibit 10.5

                       AMENDMENT TO EMPLOYMENT AGREEMENT

       THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment"), is made and entered
into as of the 12th day of February, 1999, by and between First Commonwealth,
Inc., a Delaware corporation (the "Company"), and Scott B. Sanders, an
individual resident of the State of Illinois ("Employee").

                              W I T N E S S E T H:
                              - - - - - - - - - - 
                                        
       WHEREAS, the Company and Employee are parties to an Employment Agreement
dated May 25, 1995 (the "Employment Agreement"); and

       WHEREAS, the Company and Employee desire to amend such Employment
Agreement on the terms and subject to the conditions contained herein;

       NOW, THEREFORE, in consideration of the mutual promises and agreements
contained in this Amendment, the receipt and sufficiency of which is
acknowledged by the parties, the parties agree as follows:

       1.   Paragraph 4 of Section 2 of the Agreement is hereby amended to read
in its entirety as follows:

       "4.  Termination Without Cause.  This Agreement may be terminated by the
  Company without "good cause," provided that, in such event, the Company shall
  continue to pay the Employee his or her then current base salary for a period
  of twelve (12) months following such termination as if the Employee were
  continuing his/her duties and shall continue employee benefits then in
  existence for a period of six (6) months following such termination."

       2.   As of the date hereof, the amount of the Base Salary in Paragraph 1
of Section 3 is hereby amended to read "$119,999.88."

       3.   The first sentence of Paragraph 5 of Section 2 is hereby amended and
restated in its entirety as follows:

       "Employee may terminate this Agreement upon sixty (60) days written
  notice to Company."

       4.   Paragraph 3 of Section 4 is hereby amended and restated in its
entirety to read as follows:

       "3.  Restrictive covenants.  Employee recognizes that the Company's
  entering into this Agreement is induced primarily because of the covenants and
  assurances made by 
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  the Employee, that Employee's covenant not to compete is necessary to insure
  the continuation of the business of the Company and its Affiliates, and that
  irreparable harm and damage will be done to the Company and its Affiliates in
  the event that Employee competes with the Company or its Affiliates within the
  geographic area and the time periods described below. Therefore, Employee
  agrees as follows:

       a.  During the term of this Agreement, Employee will not directly or
  indirectly own, manage, operate, control, participate in the management or
  control of, be employed by, lend his or her name to, or maintain or continue
  any financial interest whatsoever in any business or enterprise having to do
  with the provision, distribution, marketing, promotion, or advertising of any
  services or products similar to those offered by the Company within the United
  States or its territories and possessions.

       b.  For a period of twelve (12) months after the termination of this
  Agreement, Employee will not directly or indirectly own, manage, operate,
  control, participate in the management or control of, be employed by, lend his
  or her name to, or maintain or continue any financial interest whatsoever in
  any business or enterprise of the type and character engaged in and
  competitive with that of the Company or any of its Affiliates within any
  jurisdiction or marketing area in which the Company or any Affiliate is doing
  business or is qualified to do business.

       c.  For a period of one year after the termination of this Agreement, for
  any reason, Employee shall not persuade or attempt to persuade any employee of
  the Company or its Affiliates, to leave the Company's or such Affiliate's
  employ, or to become employed by any person, firm or corporation other than
  the Company or such Affiliate.

       d.  For a period of one year after the termination of this Agreement,
  Employee shall not persuade or attempt to persuade any client or participating
  dentist providers to hire or affiliate with another company.

       e.  For a period of one year after the termination of this Agreement,
  Employee shall not solicit for himself or herself or any person, firm or
  corporation other than the Company or any of its Affiliates the business of
  any company or dental provider which is a customer, client of, or party to a
  contract with the Company or any of its Affiliates.

       f.  These restrictions against competition are considered by the parties
  to be reasonable for the purposes of protecting the business of the Company.
  It is the desire and intent of the parties to this Agreement that the
  provisions of this Section 5.3 shall be enforced to the fullest extent
  permissible under the laws and public policies applied in each jurisdiction in
  which enforcement is sought.  If any particular provision or portion of this
  Section 5.3 shall be adjudicated to be invalid or unenforceable, this Section
  shall be deemed amended to extend only over the maximum period of time, range
  of activities, or geographic area as to which it may be enforceable, such
  amendment to apply only with respect to the operation of such Section in the
  particular jurisdiction in which such adjudication is made.
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       4.  Remedies.  The parties recognize that the performance of the
  obligations under Sections 5.1, 5.2 and 5.3 by the Employee are special,
  unique and extraordinary in character, and that in the event of the breach by
  the Employee of the terms and conditions of Section 5.1, 5.2 and/or 5.3 to be
  performed, the Company shall be entitled, if it so elects, to institute and
  prosecute proceedings in any court of competent jurisdiction, either in law or
  in equity, to obtain damages for any breach of Section 5.1, 5.2 and/or 5.3 to
  enforce the specific performance thereof by such Employee or to enjoin such
  Employee from performing services for such other person, firm or corporation."

       4.   Except as specifically provided in this Amendment to the Agreement,
this Amendment shall not by implication or otherwise alter, modify, amend or in
any such way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Agreement, all of which are ratified and affirmed in
all respects and shall continue in full force and effect.  In the event of any
conflict between the terms of this Amendment and the Agreement, the terms of
this Amendment shall govern.

       IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Agreement to be duly executed, all as of the date and year first above written.

                       FIRST COMMONWEALTH, INC.

                       By: /s/ David W. Mulligan
                           ---------------------
                           Name: David W. Mulligan
                           Title: President



                       EMPLOYEE

                       By: /s/ Scott B. Sanders
                           --------------------
                           Name: Scott B. Sanders