Exhibit 10.17


                              EMPLOYMENT AGREEMENT


     THIS AGREEMENT is made the 1st day of October,  1997,  between COMPUTER AGE
DENTIST,  INC., a California corporation (the "Employer") and Daniel L. Richmond
(the "Employee").

                                    RECITALS


I. The Employee has, for a substantial  period of time, been instrumental in the
success of the Employer;

     A. The  Employer  has  completed  a  change  of  control  so that it is now
wholly-owned by Medical Dynamics, Inc.;

     B. The Employer desires to continue Employee's employment as an employee to
perform  services  for  the  Employer  similar  to  the  services  the  Employee
previously performed for it prior to the recent change of control; and

     C. Employee desires to continue in the employ of Employer, and both parties
desire to formalize this relationship.

     NOW, THEREFORE,  in consideration of the mutual covenants contained in this
Agreement, the Employer and Employee hereby agree as follows:

                                    ARTICLE 1
                               TERM OF EMPLOYMENT

     1.1 Employment. The Employer agrees to employ the Employee and the Employee
agrees to continue to be employed by the Employer upon the terms and  conditions
hereinafter set forth.

     1.2 Term. The employment of the Employee by the Employer as provided herein
shall commence on the date hereof,  and shall end five years thereafter,  unless
sooner  terminated by mutual  agreement or in accordance  with the provisions of
Article 4.

     On the  expiration  of the  term  hereof  and on  each  anniversary  of the
termination  thereafter,   the  term  of  the  Employee's  employment  shall  be
automatically  extended one additional year unless, prior to 60 days before such
anniversary,  the  Employer or the  Employee  shall have  delivered to the other
written notice that the term of the Employee's  employment hereunder will not be
extended.

     1.3 Office and Support.  Employee shall be provided access to an office and
support staff,  including but not limited to secretarial  services.  This office
and support  staff will equal or exceed that  available  to the  Employee at the
commencement of this agreement.

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     1.4  Place of  Business.  The  Employee  will have his  principal  place of
business in Los Angeles County, California.

                                    ARTICLE 2
                             DUTIES OF THE EMPLOYEE

     2.1  Duties.  The  Employee  shall  be  employed  with  the  title of Chief
Executive Officer,  and shall be subject to the general direction and control of
the Board of Directors of the Employer.  Employee  shall have such authority and
responsibilities as are customarily performed by a person holding such position,
and  consistent  with the authority and  responsibility  heretofore  held by the
Employee.

     2.2  Extent of  Duties.  Employee  shall  devote  substantially  full time,
attention  and  energies to the  business of the  Employer.  Employee  shall not
engage in any  business  or render  services to others  outside the  business of
Employer.  This  provision  shall not preclude the Employee from making  passive
investments in any entity. For the purposes of the preceding sentence,  the term
"passive  investments"  mean any  investment  in an entity which  results in the
Employee owning 5% or less of the equity interest in such entity,  and where the
Employee is not an officer,  director,  manager,  partner, or affiliate (as that
term is defined in 17 C.F.R.  ss.230.405) of such entity.  Nothing  contained in
this Agreement shall prevent Employee from continuing his ownership  interest in
DDS4U or  providing  services  to DDS4U so long as such  services do not prevent
Employee from devoting  substantially  full time,  attention and energies to the
business of Employer.

                                    ARTICLE 3
                          COMPENSATION OF THE EMPLOYEE

     3.1  Compensation.  (a) As  compensation  for services  rendered under this
Agreement,  the  Employee  shall  receive a salary of (i)  $105,000  per  annum,
subject to such raises and bonuses as may be determined to be appropriate by the
Board of Directors of the Employer. (b) Employee's salary shall be paid in equal
semi-monthly  installments in accordance with Employer's normal  practices.  (c)
The salary provided in this subsection  shall in no way be deemed  exclusive and
shall not prevent  Employee  from  participating  in any other  compensation  or
benefit plan of Employer.

     3.2  Benefits.  Employee  shall be entitled to paid  vacation  and all paid
holidays as are customarily extended to other employees,  provided that Employee
shall use best efforts to schedule such vacation time so as not to substantially
interfere  with  the  Employer's   business.   Employee  shall  be  entitled  to
participate in all of Employer's  employee benefit plans and employee  benefits,
including any  insurance,  hospital or other plans and benefits which now may be
in effect or which may hereafter be adopted,  it being  understood that Employee
shall  have the same  rights and  privileges  to  participate  in such plans and
benefits as any other employee during the term of this Agreement.  Participation
in any benefit  plans shall be in addition to the  compensation  provided for in
Sections 3.1. The Employer will provide the Employee with a car allowance  equal
to $500 per month.

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     3.3 Expenses.  Employee shall be entitled to prompt  reimbursement  for all
reasonable and allocable expenses incurred by Employee in the performance of his
duties  hereunder.  Employee  shall provide  Employer  with proper  receipts and
substantiation for such expenses. Employer shall advance reasonable estimates of
such expenses upon request of Employee.

                                    ARTICLE 4
                            TERMINATION OF EMPLOYMENT

   4.1 Termination. The Employee's employment hereunder may be terminated only
under the following  circumstances.  In each case, a Notice of  Termination  (as
defined  in  Section  4.2,  below)  must be  delivered  in  accordance  with the
requirements of Section 4.2.

          4.1.1 Death. The Employee's  engagement hereunder shall terminate upon
his death.

          4.1.2  Disability.   The  Employee's   engagement   hereunder  may  be
terminated  if, as a result of the  Employee's  incapacity  due to  physical  or
mental  illness,  the Employee  shall be unable to fully and timely  perform his
duties  hereunder.  If Employer and Employee  cannot agree,  then the Employee's
disability  shall be determined by a physician or as a result of the  Employee's
inability to work substantially full time for six months in any period of twelve
consecutive months.

          4.1.3 For Cause.  Either party may terminate  this Agreement for cause
at  any  time,  upon  notice  to  the  non-terminating  party  and a  reasonable
opportunity  (but not  more  than 15 days)  for that  party to cure the  "cause"
resulting in the termination of this Agreement.  Termination for cause shall not
preclude the non-breaching party from recovering damages, if any, which the non-
breaching party may be entitled to recover from the breaching party.

          4.1.4  Employee may terminate this Agreement for cause (a) if Employee
is not  re-elected  to the Board of Directors of Employer or (b) if the Board of
Directors of Employer is increased in number, otherwise than as the result of an
increase  approved by a vote of a majority of the Board of Directors.  In either
such event,  the Employee shall be entitled to all  compensation  payable to the
Employee  under  Section  3.1  hereof  (or any  increase  thereof)  for the term
remaining under this Agreement.

     4.2 Notice of  Termination.  Any  termination of the Employee's  engagement
hereunder  (other than  termination due to the death of the Employee as provided
in Section 4.1.1 above) shall be communicated  by the  terminating  party to the
other party by written Notice of Termination.  For purposes of this Agreement, a
"Notice of  Termination"  shall mean a notice which shall  indicate the specific
termination  provision  in this  Agreement  relied  upon and shall set forth the
facts and  circumstances  claimed to provide  the basis for  termination  of the
Employee's  engagement  under the provision so indicated.  Except in the case of
termination for Cause,  the Notice of Termination  must provide not less than 60
days' notice of termination.


                                    ARTICLE 5
                         NON-DISCLOSURE AND COMPETITION

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     5.1 Non-Disclosure.

          5.1.1 The Employee  recognizes and acknowledges  that the information,
properties,  prospects,  and business of the Employer and any other trade secret
or other secret or confidential  information relating to the Employer's business
as they  may  exist  from  time to time  (collectively  referred  to  herein  as
"Confidential  Information")  are  valuable,  special  and unique  assets of the
Employer's  business.  The term  "Confidential  Information"  does  not  include
information  known, or which becomes known, to the public unless such disclosure
to the public is the result, directly or indirectly, of actions by the Employee.
Therefore,  the  Employee  will (during the term of this  Agreement  and for two
years following its termination):

               (i) Hold in strictest  confidence  and not  disclose,  reproduce,
publish or use in any manner,  without the express authorization of the Board of
Directors of the Employer,  any Confidential  Information relating to any aspect
of the Employer's business,  except as such disclosure or use may be required in
connection with the Employer's services provided under this Agreement.

               (ii) Upon request and, in any event, upon termination of the term
hereof,  the Employee will deliver to the  Employer,  and not keep or deliver to
anyone else,  any and all  Confidential  Information  and all notes,  memoranda,
documents  and,  in general,  any and all  material  relating to the  Employer's
business.

The restrictions  contained in this Section 5.1.1 shall not apply in the case of
disclosures required to be made pursuant to law or pursuant to a lawful subpoena
or other legal process.

          5.1.2 In the event of a breach or threatened breach by the Employee of
the  provisions  of this  Section  5.1,  the  Employer  shall be  entitled  to a
restraining order or an injunction (i) restraining the Employee from disclosing,
in whole or in part, any Confidential Information or from rendering any services
to any  person,  firm,  corporation,  association  or other  entity to whom such
Confidential  Information,  in  whole  or in  part,  has  been  disclosed  or is
threatened to be disclosed;  and/or (ii) requiring that the Employee  deliver to
the Employer all Confidential Information,  documents,  notes, memoranda and any
and all discoveries or other material upon  termination of the Consulting  Term.
Nothing  herein shall be construed as  prohibiting  the Employer  from  pursuing
other remedies  available to the Employer for such breach or threatened  breach,
including the recovery of damages from the Employee.

     5.2  Non-Competition.  The Employee and the Employer  acknowledge  that the
Employee's  anticipated  contribution  to the Employer  will be important to the
Employer's  success.  Therefore,  and in further  consideration of the change of
control described in Recital B, above, during the term of this Agreement and for
two years  thereafter,  the  Employee  shall not  engage in any  business  which
competes with the specific lines of business of the Employer.  This agreement is
limited in geographical scope to any geographical region where the Employer has,
since the date  hereof  through the term of this  Agreement,  had  customers  or
substantial  negotiations  with customers.  The parties agree that breach of the
non-competition  agreement  is  likely  to  result  in  irreparable  harm to the
Employer,  and therefore the Employer is entitled to enforce the non-competition
agreement in any court of law or equity by seeking a temporary restraining order
or injunction.  A "passive  investment" by the Employee (as that term is defined
in Section  2.2  hereof)  will not be  considered  an act in  violation  of this
Section 5.2.

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     5.3 Compliance With Law. The parties  acknowledge  that the  non-disclosure
and the  non-competition  provisions  above are  intended to be  interpreted  in
accordance with the laws of the state of California to provide protection to the
Employer and its  business.  If any  agreement  contained in either  covenant is
found to be  unenforceable,  such  provisions  shall be modified by any court to
provide the Employer with the maximum protection consistent with its purposes.

                                    ARTICLE 6
                               GENERAL PROVISIONS

     6.1  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of California.

     6.2 Attorneys' Fees. In the event of any dispute under this Agreement,  the
prevailing party shall be entitled to recover its attorneys' fees and costs from
the other party to the extent so ordered by a court of competent jurisdiction.

     6.3 Assignment of Inventions. The Employee will from time-to-time hereafter
as requested by the Employer assign all of his right, title, and interest in and
to any inventions, enhancements,  improvements, applications, theories, patents,
patent  applications,  and other  tangible and  intangible  property  (including
intellectual  property)  conceived or developed by the Employee pursuant to this
Agreement  ("Developments")  to the Employer.  Such  assignment will be free and
clear of all liens, royalties or other encumbrances.  When used herein, the term
"Developments"  includes  any and all  inventions,  enhancements,  improvements,
applications,  theories,  patents,  patent applications,  and other tangible and
intangible property (including  intellectual property) conceived or developed by
the Employee during the term of this Agreement.

     6.4  Entire  Agreement.   This  Agreement  supersedes  any  and  all  other
agreements,  whether oral or in writing, between the parties with respect to the
employment  of the  Employee  by the  Employer.  Each  party  to this  Agreement
acknowledges  that no  representations,  inducements,  promises,  or agreements,
orally or otherwise,  have been made by either party, or anyone acting on behalf
of any party,  that are not embodied in this  Agreement,  and that no agreement,
statement, or promise not contained in this Agreement shall be valid or binding.

     6.5 Successors. This Agreement, all terms and conditions hereunder, and all
remedies arising herefrom, shall inure to the benefit of and be binding upon the
Employer and any  successor in interest to the  Employer.  Except as provided in
the preceding sentence, the rights and obligations of the parties hereto may not
be assigned or transferred by either party without the prior written  consent of
the other party.

     6.6 Notices. For purposes of this Agreement, notices, demands and all other
communications  provided for in this Agreement  shall be in writing and shall be
deemed to have been duly given when delivered, either personally or by facsimile
transmission with receipt confirmed, or mailed by United States registered mail,
return receipt requested, postage prepaid, addressed as follows:

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     If to the Employer:

     Computer Age Dentist, Inc.
     99 Inverness Drive East
     Englewood, CO 80111
     telephone: (303) 790-2990
     fax: (303) 799-1378

     If to the Employee:

     2525 Ocean Park Boulevard
     Suite 100
     Santa Monica, CA 90405
     telephone: 310-392-9177
     fax: 310-392-6198

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

     6.7 Severability and Reasonableness.  If any provision of this Agreement is
prohibited by or is unlawful or  unenforceable  under any  applicable law of any
jurisdiction,  as to such  jurisdiction,  such provision shall be ineffective to
the extent of such prohibition  without  invalidating  the remaining  provisions
hereof.  If any  provision in this  Agreement is found to be  unreasonable  by a
court of competent  jurisdiction,  then the provision  shall be modified by such
court to make the provision reasonable.

     6.8 Section  Headings.  The section headings used in this Agreement are for
convenience  only and shall not  affect  the  construction  of any terms of this
Agreement.

     6.9 Survival of  Obligations.  Termination of this Agreement for any reason
shall not relieve  Employer or  Employee of any  obligation  accruing or arising
prior to such termination.

     6.10 Amendments. This Agreement may be amended only by written agreement of
both Employer and Employee.

     6.11  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall constitute an original but all of which, when
taken together, shall constitute only one legal instrument. This Agreement shall
become  effective  when  copies  hereof,  when  taken  together,  shall bear the
signatures of both parties hereto.  It shall not be necessary in making proof of
this Agreement to produce or account for more than one such counterpart.

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<PAGE>


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


                                               "EMPLOYER"
                                               COMPUTER AGE DENTIST, INC., a
                                               ---------------------------------
                                               California corporation


                                               By
                                                 -------------------------------
                                                 President



                                               "EMPLOYEE"


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

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