(b) Stock Option Award. Upon execution of this Agreement, Executive shall be awardedstock options exercisable for the purchase of Fifty Thousand (50,000) common stock shares of theCompany for the closing sale price on the date of grant (or, if not available on that date, themost recently reported closing sale price) in accordance with the Graymark Healthcare, Inc. 2008Long-Term Incentive Plan (“Long-Term Incentive Plan”) (or a substitute or successor plan).(c) Benefits. During the Employment Period, Executive (and his spouse and/ordependents to the extent provided in the applicable plans and programs) will be entitled toparticipate in and be covered under all the welfare benefit plans or programs maintained by theCompany for the benefit of its senior executive officers pursuant to the terms of such plans andprograms including, without limitation, all medical, life, hospitalization, dental, disability,accidental death and dismemberment and travel accident insurance plans and programs. In addition,during the Employment Period, Executive will be eligible to participate in all pension, retirement,savings and other employee benefit plans and programs maintained from time to time by the Companyfor the benefit of its senior executive officers.(d) Vacation. Executive shall be entitled to at least twenty (20) business days ofpaid vacation for each calendar year during the Employment Period. Executive may use his vacationin a reasonable manner based upon the business needs of the Company. Unused vacation days willaccrue from year to year without limitation.(e) Fringe Benefits. During the Employment Period, the Company will provide Executivewith such other fringe benefits as commensurate with Executive’s position.(f) Reimbursement. Executive shall be entitled to reimbursement for all reasonableexpenses, including travel and entertainment, incurred by Executive in the performance of hisduties. Executive will maintain records and written receipt as required by the Company policy andreasonably requested by the Company to substantiate such expenses.4. Term. The initial term of Executive’s employment by the Company pursuant to thisAgreement shall commence on October 7, 2010 (the “Effective Date”) and terminate on September 30,2013 (the “Employment Period”); provided, however, that commencing on the one-year anniversary ofthe Effective Date and each annual anniversary of such date (the “Renewal Date”) the EmploymentPeriod shall be automatically extended so as to terminate three (3) years from such Renewal Date.If at least 120 days prior to the Renewal Date, the Company gives Executive notice that theEmployment Period will not be so extended, this Agreement will continue for the remainder of thethen current Employment Period and expire. The Employment Period may be sooner terminated underSection 5 of this Agreement.5. Termination. Executive’s employment under this Agreement may be terminated duringthe Employment Period under the following circumstances:(a) Death. Executive’s employment under this Agreement will terminate upon his death.
 
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(b) Disability. If, as a result of Executive’s incapacity due to physical or mentalillness, Executive is substantially unable to perform his duties under this Agreement (with orwithout reasonable accommodation, as defined under the Americans With Disabilities Act) for anentire period of six (6) consecutive months, and within thirty (30) days after a Notice ofTermination (as defined in Section 6(a)) is given after such six (6) month period, andExecutive does not return to the substantial performance of his duties on a full-time basis, theCompany has the right to terminate Executive’s employment under this Agreement for “Disability,”and such termination will not be a breach of this Agreement by the Company.(c) Cause. The Company has the right to terminate Executive’s employment for Cause,and such termination will not be a breach of this Agreement by the Company. “Cause” meanstermination of employment for one of the following reasons: (i) the conviction of Executive by afederal or state court of competent jurisdiction or a plea of guilty or no contest to a felonywhich relates to the Executive’s employment at the Company;; (ii) an act or acts of dishonestytaken by Executive and intended to result in substantial personal enrichment of Executive at theexpense of the Company or any affiliate; or (iii) Executive’s “willful” failure to follow a directlawful written order from the CEO, within the reasonable scope of Executive’s duties, which failureis not cured within thirty (30) days after receipt of written notice specifically identifying saidfailure. For purposes of this Subsection (c), no act or failure to act on Executive’s part shallbe deemed “willful” unless done or omitted to be done by Executive, not in good faith and withoutreasonable belief that Executive’s action or omission was in the best interest of the Company.(d) Good Reason. Executive may terminate his employment with the Company for “GoodReason.” For purposes of this Agreement, “Good Reason” shall mean the occurrence without thewritten consent of Executive, of one of the events set forth below:(1) a material diminution in the Executive’s authority, duties or responsibilities;(2) the reduction by the Company of Executive’s Base Salary or a reduction in stockoption awards below the minimum specified in Subsection 3(b);(3) any requirement that Executive relocate from his residence in Pembroke Pines,Florida; or(4) any other action or inaction that constitutes a material breach by the Company ofthis Agreement.The Executive must provide notice to the Company of the existence of one of the conditionsdescribed above within ninety (90) days of the Executive’s discovery of the existence of thecondition. The Company has a period of thirty (30) days after receipt of written notice from theExecutive to remedy the situation. If the Company fails to remedy the condition, the Executive mayterminate his employment for Good Reason by providing a Notice of Termination to the Company withinthirty (30) days of the expiration of the Company’s period to remedy the condition. Terminationfor Good Reason by the Executive will not be a breach of this Agreement and will entitle Executiveto the Compensation and benefits described in Section 7(a) hereof.
 
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(e) Without Cause. The Company has the right to terminate Executive’s employmentunder this Agreement without Cause by providing Executive with a Notice of Termination, subject tothe obligations set forth in Section 7(a) hereof.(f) Voluntary Termination. Executive may voluntarily terminate employment with theCompany at any time, and if such termination is not for Good Reason, then Executive shall only beentitled to compensation and benefits as described in Section 7(b) hereof.6. Termination Procedure.(a) Notice of Termination. Any termination of Executive’s employment by the Companyor by Executive during the Employment Period (other than termination pursuant to Section5(a)) will be communicated by written Notice of Termination to the other party in accordancewith Section 11. For purposes of this Agreement, a “Notice of Termination” means a writtennotice which indicates the specific termination provision in this Agreement relied upon and setsforth in reasonable detail the facts and circumstances claimed to provide a basis for terminationof Executive’s employment.(b) Date of Termination. “Date of Termination” shall mean (i) if Executive’semployment is terminated by his death, the date of his death, (ii) if Executive’s employment isterminated due to Disability pursuant to Section 5(b), thirty (30) days after Notice ofTermination (provided that Executive has not returned to the substantial performance of his dutieson a full-time basis during such thirty (30) day period), (iii) if Executive’s employment isterminated for Good Reason pursuant to Section 5(d), the date on which a Notice ofTermination provided in accordance with such Section is given or any later date (within thirty(30) days after the giving of such Notice of Termination) set forth in such Notice of Termination,or (iv) if Executive’s employment is terminated for any other reason, the date on which a Notice ofTermination is given or any later date (within thirty (30) days after the giving of such Notice ofTermination) set forth in such Notice of Termination.7. Compensation Upon Termination or During Disability. In the event of Executive’sDisability or termination of his employment under this Agreement during the Employment Period, theCompany will provide Executive with the payments and benefits set forth below.(a) Termination by Company Without Cause or by Executive for Good Reason. IfExecutive’s employment is terminated by the Company without Cause or by Executive for Good Reason:(i) the Company will pay to Executive within thirty (30) days of the Date of Termination in asingle lump sum payment (A) his earned but unpaid Base Salary and accrued vacation pay through theDate of Termination and (B) an amount equal to his then Base Salary less all applicable federal andstate payroll tax withholdings (if any);
 
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(ii) the Company will maintain in full force and effect, for the continued benefit ofExecutive (and his spouse and/or his dependents, as applicable) for a period of eighteen (18)months following the Date of Termination, the medical, hospitalization, and dental programs inwhich Executive (and his spouse and/or his dependents, as applicable)participated immediately prior to the Date of Termination, at the level in effect and uponsubstantially the same terms and conditions (including, without limitation, contributions requiredby Executive for such benefits) as existed immediately prior to the Date of Termination; provided,if Executive (or his spouse) is eligible for Medicare or a similar type of governmental medicalbenefit, such benefit shall be the primary provider before Company medical benefits are provided.However, if Executive becomes reemployed with another employer and is eligible to receive medical,hospitalization and dental benefits under another employer-provided plan, the medical,hospitalization and dental benefits described herein shall be secondary to those provided undersuch other plan during the applicable period;(iii) the Company will reimburse Executive, pursuant to the Company’s policy, for reasonablebusiness expenses incurred, but not paid, prior to the Date of Termination;(iv) Executive will be entitled to any other rights, compensation and/or benefits as may bedue to Executive following such termination to which he is otherwise entitled in accordance withthe terms and provisions of any plans or programs of the Company; and(v) all unvested stock options issued to Executive pursuant to the Long-Term Incentive Planshall vest immediately prior to the Date of Termination and be exercisable by Executive for one (1)year after the Termination Date.Provided however, no payment under this Section 7(a) shall be due or payable to Executiveafter the Termination Date in the event that Executive shall assert or claim that any part of thisAgreement (including but not limited to Sections 9, 10, or 12) is invalid or unenforceable,in whole or in part.(b) Termination by Company for Cause or by Executive Without Good Reason. IfExecutive’s employment is terminated by the Company for Cause or by Executive (other than for GoodReason):(i) the Company will pay Executive his earned but unpaid Base Salary and his accrued vacationpay (to the extent required by law or the Company’s vacation policy) through the Date ofTermination, within thirty (30) days of the Date of Termination;(ii) the Company will reimburse Executive, pursuant to the Company’s policy, for reasonablebusiness expenses incurred, but not paid, prior to the Date of Termination, unless such terminationresulted from a misappropriation of Company funds; and(iii) Executive will be entitled to any other rights, compensation and/or benefits as may bedue to Executive following termination to which he is otherwise entitled in accordance with theterms and provisions of any plans or programs of the Company.
 
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(c) Disability. During any period that Executive fails to perform his duties underthis Agreement as a result of incapacity due to physical or mental illness (“Disability Period”),Executive will continue to receive his full Base Salary set forth inSection 3(a) until his employment is terminated pursuant to Section 5(b). In the eventExecutive’s employment is terminated for Disability pursuant to Section 5(b):(i) the Company will (A) pay to Executive his earned but unpaid Base Salary and accruedvacation pay through the Date of Termination, within thirty (30) days of the Date of Termination,and (B) provide Executive with disability benefits pursuant to the terms of the Company’sdisability programs and/or practices, if any;(ii) the Company will reimburse Executive, pursuant to the Company’s policy, for reasonablebusiness expenses incurred, but not paid, prior to the Date of Termination; and(iii) Executive will be entitled to any other rights, compensation and/or benefits as may bedue to Executive following such termination to which he is otherwise entitled in accordance withthe terms and provisions of any plans or programs of the Company.(d) Death. If Executive’s employment is terminated by his death, the Company will payin a lump sum to Executive’s beneficiary, or personal or legal representatives or estate, as thecase may be, Executive’s earned but unpaid Base Salary as of the date of death, accrued vacationand unreimbursed business expenses and amounts due under any plans, programs or arrangements of theCompany through the Date of Termination.8. Confidential Information; Non-Solicitation.(a) Nondisclosure of Confidential Information. Executive acknowledges that it is thepolicy of the Company to maintain as secret and confidential (i) all valuable and uniqueinformation, (ii) other information heretofore or hereafter acquired by the Company, or anyaffiliated entity and deemed by it to be confidential, and (iii) information developed or used bythe Company or any affiliated entity relating to the business, operations, employees and customersof the Company or any affiliated entity including, but not limited to, any customer lists oremployee information (all such information described in clauses (i), (ii) and (iii) above, otherthan information which is known to the public or becomes known to the public through no fault ofExecutive, is hereinafter referred to as “Confidential Information”). The parties recognize thatthe services to be performed by Executive pursuant to this Agreement are special and unique andthat by reason of his employment by the Company after the date hereof, Executive has acquired andwill acquire Confidential Information. Executive recognizes that all such Confidential Informationis the property of the Company. Accordingly, at any time during or after the Employment Period,Executive shall not, except in the proper performance of his duties under this Agreement, directlyor indirectly, without the prior written consent of the Company, disclose to any Person other thanthe Company, whether or not such Person is a competitor of the Company, and shall use his bestefforts to prevent the publication or disclosure of any Confidential Information obtained by, orwhich has come to the knowledge of, Executive prior or subsequent to the date hereof.Notwithstanding the foregoing, Executive may disclose to other Persons, as part of his occupation,information with respect to the Company or any affiliated entity, which (i) is of a type generallynot considered by standards of the healthcare industry to be proprietary, or (ii) is otherwiseconsented to in writing by the Company.
 
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(b) Non-Solicitation. Executive shall not, during the Employment Period or for twoyears following his Date of Termination (the “Covered Period”), either personally or by or throughhis agent or by letters, circulars or advertisements and whether for himself or on behalf of anyother person, directly or indirectly, seek to persuade any employee, contractor, customer, vendoror subcontractor of the Company, or any affiliated entity or any person who was an employee,contractor, customer, vendor or subcontractor of the Company or any affiliated entity during theCovered Period, to discontinue, breach or terminate his or her employment, contract, orrelationship with the Company, or such affiliated entity or to become employed or engaged in abusiness or activities likely to be competitive with the Company, or any affiliated entity.(c) Obligations of Executive Upon Termination. Upon termination of this Agreement forany reason, Executive shall return to the Company all documents and copies of documents in hispossession relating to any Confidential Information including, but not limited to, internal andexternal business forms, manuals, correspondence, notes and computer programs, and Executive shallnot make or retain any copy or extract of any of the foregoing. In addition, Executive shallresign from all positions held with the Company or any affiliated entities.(d) Remedies. Executive acknowledges and understands that Sections 8(a), 8(b) and8(c) and the other provisions of this Agreement are of a special and unique nature, the loss ofwhich cannot be adequately compensated for in damages by an action at law, and that the breach orthreatened breach of the provisions of this Agreement would cause the Company irreparable harm. Inthe event of a breach or threatened breach by Executive of the provisions of this Agreement, theCompany shall be entitled to an injunction restraining him from such breach. Nothing contained inthis Agreement shall be construed as prohibiting the Company from pursuing, or limiting theCompany’s ability to pursue, any other remedies available for any breach or threatened breach ofthis Agreement by Executive. The provision of this Agreement relating to arbitration of disputesshall not be applicable to the Company to the extent it seeks an injunction in any court torestrain Executive from violating Sections 8(a), 8(b) and 8(c) hereof.(e) Continuing Operation. Except as specifically provided in this Section 8,the termination of Executive’s employment or of this Agreement will have no effect on thecontinuing operation of this Section 8.(f) Additional Related Agreements. Executive agrees to sign and to abide by theprovisions of any additional agreements, policies or requirements of the Company related to thesubject of this Section 8 which are in writing and are developed by the Company in theordinary course of business, provided, however, that such agreements, policies or requirements donot expand the scope and/or limitations of Section 8.9. Condition. Executive agrees, if his employment is terminated under circumstancesentitling him to payments under Section 7(a) of this Agreement, as a condition precedent tothe right to receive the payments set forth under Section 7(a), he will execute a waiverand release, through which Executive releases the Company and its governing body, from any and allclaims which the Executive has or may have, in a form reasonably acceptable to the Company, otherthan as to the right to receive payments as provided in Section 7(a).
 
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10. Indemnification and Insurance. Executive shall be indemnified and held harmless bythe Company during the term of this Agreement and following any termination of this Agreement forany reason whatsoever in the same manner as would any other key management employee of the Companywith respect to acts or omissions occurring prior to (a) the termination of this Agreement or (b)the termination of employment of Executive. In addition, during the term of this Agreement and fora period of five years following the termination of this Agreement for any reason whatsoever,Executive shall be covered by a Company held liability insurance policy, with limits no less thanthose in force during the term of this Agreement, covering acts or omissions occurring prior to (i)the termination of this Agreement or (ii) the termination of employment of the Executive.11. Arbitration; Legal Fees and Expenses. The parties agree that Executive’semployment and this Agreement relate to interstate commerce, and that any disputes, claims orcontroversies between Executive and the Company which may arise out of or relate to Executive’semployment relationship or this Agreement shall be settled by arbitration. This agreement toarbitrate shall survive the termination of this Agreement. Any arbitration shall be in accordancewith the Rules of the American Arbitration Association and undertaken pursuant to the FederalArbitration Act. Arbitration will be held in Oklahoma City, Oklahoma unless the parties mutuallyagree on another location. The decision of the arbitrator(s) will be enforceable in any court ofcompetent jurisdiction. The parties agree that punitive, liquidated or indirect damages shall notbe awarded by the arbitrator(s) unless such damages would have been awarded by a court of competentjurisdiction. Nothing in this agreement to arbitrate, however, shall preclude the Company fromobtaining injunctive relief from a court of competent jurisdiction prohibiting any ongoing breachesby Executive of this Agreement including, without limitation, violations of Section 8. Ifany contest or dispute arises between the Company and Executive regarding any provision of thisAgreement, the arbitrator shall award to the prevailing party, the reasonable attorney fees, costsand expenses incurred by the prevailing party in connection with such contest or dispute.12. Notice. For the purposes of this Agreement, notices, demands and all othercommunications provided for in this Agreement shall be in writing and shall be deemed to have beenduly given when delivered either personally or by United States certified or registered mail,return receipt requested, postage prepaid, addressed as follows:If to Executive:At his last known addressevidenced on the Company’spayroll records.If to the Company:Graymark Healthcare, Inc.210 Park Avenue, Ste. 1350Oklahoma City, Oklahoma 73102or to such other address as any party may have furnished to the other in writing in accordance withthis Agreement, except that notices of change of address shall be effective only upon receipt.
 
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13. Assignment. Neither this Agreement nor any of the parties’ rights or obligationshereunder can be transferred or assigned without the prior written consent of the other party tothis Agreement, except that this Agreement shall be assignable to any successor in interest of theCompany or any successor in interest to substantially all of the assets of the Company.14. Withholding. All payments hereunder will be subject to any required withholdingof federal, state and local taxes pursuant to any applicable law or regulation.15. Miscellaneous. No provisions of this Agreement may be amended, modified, orwaived unless agreed to in writing and signed by Executive and by a duly authorized officer of theCompany. No waiver by either party of any breach by the other party of any condition or provisionof this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at thesame or at any prior or subsequent time. The respective rights and obligations of the partiesunder this Agreement shall survive Executive’s termination of employment and the termination ofthis Agreement to the extent necessary for the intended preservation of such rights andobligations. The validity, interpretation, construction and performance of this Agreement shall begoverned by the laws of the State of Oklahoma without regard to its conflicts of law principles.16. Validity. The invalidity or unenforceability of any provision or provisions ofthis Agreement will not affect the validity or enforceability of any other provision of thisAgreement, which will remain in full force and effect.17. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich will be deemed to be an original but all of which together will constitute one and the sameinstrument.18. Section Headings. The section headings in this Agreement are for convenience ofreference only, and they form no part of this Agreement and will not affect its interpretation.19. Entire Agreement. Except as provided elsewhere herein and except for the otherdocuments and agreements contemplated in accordance herewith, this Agreement sets forth the entireagreement of the parties with respect to its subject matter and supersedes all prior agreements,promises, covenants, arrangements, communications, representations or warranties, whether oral orwritten, by any officer, employee or representative of any party to this Agreement with respect tosuch subject matter.20. Further Assurances. The parties hereby agree, without further consideration, toexecute and deliver such other instruments or to take such other action as may reasonably berequired to effectuate the terms and provisions of this Agreement.* * * *
 
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IN WITNESS WHEREOF, the parties have executed this Agreement effective the date first abovewritten.      “COMPANY”