Exhibit 10.2

                            DENTAL COOPERATIVE, INC.

                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT ("Agreement"), dated the 1st day of July, 2003, by
and among DENTAL COOPERATIVE, INC. ("Company"), a Utah corporation with
principal offices at 2825 E. Cottonwood Parkway, Suite 500, Salt Lake City, UT
84121, and MARLON R. BERRETT ("Employee").

                                    RECITALS

         WHEREAS, the Company desires to continue to employ the Employee and the
Employee desires to continue to be employed by the Company; and

         WHEREAS, the Company and the Employee wish to enter into this Agreement
to replace the existing employment agreement and to reform their relationship on
the terms and conditions set forth herein.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein contained, the parties hereto
agree as follows:

         13.      Other Prior Agreements. Any and all agreements existing
                  between Employee and the Company, whether for employment or
                  otherwise, are hereby rescinded and made null, void, and of no
                  effect whatsoever.

         14.      Employment. The Company hereby employs the Employee in the
                  capacity or capacities for the Company and with the duties as
                  set forth in this Agreement. The Employee hereby accepts such
                  employment on the terms and conditions contained herein. The
                  Employee represents and warrants that neither the execution of
                  this Agreement nor the performance of the duties and
                  obligations hereunder will violate any agreement to which the
                  Employee is a party or by which the Employee is bound.

         15.      Term of Employment. Employment under this Agreement shall
                  continue the employment relationship begun at 5:00 PM on April
                  1, 1998, which has proceeded to the date hereof uninterrupted.
                  This Agreement shall continue from the Effective Date for a
                  period of 5 years or until otherwise terminated as provided
                  herein.

                  (a)      Termination for Cause. The Company may terminate the
                           Employee's employment at any time for cause.

                  (b)      Termination by Employee. The Employee may terminate
                           the employment at any time by giving the Company
                           written notice of such termination at least 30 days
                           prior to the date on which termination shall take
                           effect, which effective date shall be specified in
                           such written notice.

                  (c)      Termination by Death. If the Employee dies, the
                           employment hereunder shall be deemed to cease as of
                           the date of death, and the Company shall promptly pay
                           to the Employee's surviving spouse and/or children
                           any and all compensation due together with any
                           accrued equity in Company.

         16.      Place of Performance. In connection with the employment by the
                  Company, the Employee shall be based at the Company's
                  principal offices which, as of the date of this Agreement, are
                  located in Salt Lake City, Utah.

<PAGE>

         17.      Compensation.

                  (a)      Base Compensation. As compensation for services
                           hereunder, the Company will pay to the Employee
                           annual compensation of One Hundred Eighty Thousand
                           dollars ($180,000) payable in substantially equal
                           installments made twice each month. Compensation
                           pursuant to this subparagraph may be increased from
                           time to time.

                  (b)      Bonuses. Employee shall receive bonuses and stock
                           option awards in accordance with the compensation
                           formula set forth in Exhibit A attached hereto and by
                           this reference incorporated herein as though fully
                           included in the body of this Agreement.

                  (c)      Expenses. During the term of the employment
                           hereunder, the Company will pay or reimburse Employee
                           for all reasonable travel, subsistence and other
                           business expenses incurred by the Employee in
                           connection with the services performed hereunder. The
                           Employee shall account to the Company for such
                           expenses in accordance with Company policy.

                  (d)      Employee Benefit Programs. The Employee shall be
                           entitled to participate in all employee benefit
                           programs which the Company may provide or make
                           available to the Employee or to salaried employees of
                           the Company generally, whether in effect on the date
                           of execution of this Agreement or established
                           thereafter, including life insurance, healthcare
                           insurance or other benefits, long-term disability
                           insurance, and profit sharing. All such benefits
                           shall be available to the Employee during the
                           employment pursuant to the terms of this Agreement.

                  (e)      Vacations. The Employee shall be entitled to
                           twenty-five (25) days paid vacation in each calendar
                           year. The Employee shall also be entitled to all paid
                           holidays given to the salaried employees of the
                           Company generally.

                  (f)      Deferred Compensation. The Company and Employee have
                           by agreement deferred the payment of substantial
                           compensation owed to Employee during the period April
                           1998 to the date of this Agreement. The parties
                           hereby acknowledge such amounts as due and payable to
                           Employee. Employee and the Company may agree to defer
                           some or all compensation due under this Agreement to
                           a date either agreed or necessitated by funds
                           available to the Company.

                  (g)      Pre-Organization Costs. Employee has paid costs and
                           expenses associated with the organization of the
                           Company, which amounts have not yet been paid. As
                           soon as practicable, the Company shall honor the
                           presentation of a statement and receipts claiming
                           reimbursement for these costs and expenses.

         18.      Title and Job Responsibilities; Directors and Officers
                  Insurance Coverage The Employee shall be employed as the
                  PRESIDENT AND CHIEF OPERATING OFFICER of the Company and shall
                  have those duties and responsibilities legally associated with

<PAGE>

                  that title as well as those additional responsibilities
                  assigned by the Chief Executive Officer of the Company.
                  Moreover, Employee agrees to cast his shares and to accept the
                  casting of other shares to elect him a Director of the
                  Company. To the extent practicable, the Company shall put in
                  place and maintain reasonable levels of Directors and
                  Officers' Liability Insurance and shall provide full
                  application and coverage of the same for Employee.

         19.      Extent of Services; Restrictive Covenant. The Employee will
                  devote such business time, attention and energy to the
                  business of the Company as he deems necessary to fulfill his
                  duties, and shall not, during the term of his employment with
                  the Company, engage in any business or activity in the United
                  States of America or elsewhere which is competitive to the
                  business or other interests of the Company. The term "business
                  of the Company" shall include any venture or project commenced
                  by the Company prior to the termination of the Employee's
                  employment. If any court determines that the duration or
                  geographical limit of any restriction contained in this
                  paragraph is unenforceable, it is the intention of the parties
                  that the restrictive covenant set forth herein shall not
                  thereby be terminated but shall be deemed amended to the
                  extent required to render it valid and enforceable, such
                  amendment to apply only with respect to the operation of this
                  paragraph in the jurisdiction of the court that has made the
                  adjudication. THE COMPANY ACKNOWLEDGES THAT EMPLOYEE HAS OTHER
                  BUSINESS INTERESTS AND RESPONSIBILITIES OUTSIDE OF THE
                  COMPANY, AND THESE OUTSIDE INTERESTS SHALL NOT BE A CAUSE FOR
                  TERMINATION OF EMPLOYMENT UNLESS EMPLOYEE VIOLATES HIS DUTY OF
                  LOYALTY TO THE COMPANY IN CONNECTION WITH ACTIVITIES ENGAGED
                  IN OUTSIDE OF THE COMPANY.

         20.      Non-disclosure. Except as the Company may otherwise consent in
                  writing, the Employee shall not disclose or make any use of,
                  at any time either during or subsequent to the Employee's
                  employment by the Company, any confidential information,
                  knowledge or data of the Company which the Employee may
                  produce or obtain during the course of the employment unless
                  and until that information legitimately shall become public
                  knowledge.

         21.      Injunctive Relief. The parties recognize that the services to
                  be rendered under this Agreement by the Employee are of
                  special, unique and extraordinary character, and agree that in
                  the event of the violation or prospective violation by either
                  party of the terms and conditions hereof, the other party
                  shall be entitled to institute and prosecute proceedings in
                  any court of competent jurisdiction and venue, to enjoin such
                  violation or of the continuance thereof without the necessity
                  of proving actual damages and to obtain damages if any
                  violation has occurred. The remedies herein provided for shall
                  be in addition to and not in lieu of any other remedies
                  available to such party under law.

         22.      Default. An event of default under the terms of this Agreement
                  shall include but not be limited to the following:

                  On the part of the Employee:

                  (a)      Malfeasance of office or breach of any fiduciary duty
                           to the Company or its shareholders;

<PAGE>

                  (b)      Any act constituting felony criminal conduct under
                           state or federal law;

                  On the part of the Company:

                  (c)      Failure to make payments to the Employee as required
                           by this Agreement.

                  (d)      Failure to maintain Employee in the position provided
                           herein and with the status and good will normally
                           accorded to that position.

         23.      Remedies. In the event of breach or default hereunder, the
                  Employee and the Company are granted but not limited to the
                  remedies set forth in this paragraph.

                  (a)      Upon default by the Company, Employee shall have the
                           following remedies:

                           1.       Specific performance of the terms and
                                    obligations of the Agreement;

                           2.       Acceleration of all compensation owing
                                    Employee through the full five year term of
                                    the Agreement, including projected bonuses.
                                    These payments are unsubordinated to any
                                    other obligation of the Company;

                           3.       Removal and/or a revocation of any and all
                                    restrictions on trading selling, or
                                    liquidating any stock, stock options and/or
                                    warrants of the Company, whatsoever, issued
                                    or owing to Employee;

                           4.       Revocation of the obligations and duties of
                                    the Employee set forth under the terms of
                                    this Agreement including but not limited to
                                    any duties, whatsoever, to refrain from
                                    competing with the Company's business.

                  (b)      Upon default by the Employee, the Company shall have
                           the following remedies:

                           4.       All loans made by the Company to the
                                    Employee, including the loan described in
                                    paragraph 5 (c) hereof, shall be immediately
                                    due and payable to the Company;

                           5.       All compensation to the Employee shall be
                                    immediately terminated and any right of
                                    Employee to future compensation under this
                                    Agreement shall be extinguished;

                           6.       All stock options, and warrants issued to or
                                    owing the Employee shal1 be immediately
                                    forfeited and returned to the Company.

         24.      General Provisions.

                  (a)      Notices. For purposes of this Agreement, notices and
                           all other communications provided for in this
                           Agreement shall be in writing and shall be deemed to
                           have been duly given when delivered or mailed by
                           United States registered or certified mail, return
                           receipt requested, postage prepaid, addressed to the
                           respective parties at the address set forth as
                           follows:

<PAGE>

                           Employee     Marlon R. Berrett
                                        1304 N Hwy 89
                                        Kaysville, Utah   84037

                           Company      Dental Cooperative, Inc.
                                        2825 E. Cottonwood Parkway, Suite 500
                                        Salt Lake City, UT  84121

                  (b)      Waiver of Breach. The waiver by the Company of a
                           breach of any provision of this Agreement by the
                           Employee shall not operate or be construed as a
                           waiver of any subsequent breach by the Employee.

                  (c)      Assignment. This Agreement is binding on the parties
                           hereto, their heirs, successors and assigns, and may
                           not be assigned by the Employee.

                  (d)      Controlling Law. This Agreement is entered into and
                           shall be construed in accordance with the laws of the
                           State of Utah.

                  (e)      Arbitration. Any controversy or claim arising out of
                           or relating to this Agreement, or any breach hereof,
                           shall be settled by a board of arbitrators in
                           accordance with the rules of the American Arbitration
                           Association then in effect in the State of Utah, and
                           judgment upon any award rendered by the arbitrator(s)
                           may be entered into any court having jurisdiction
                           thereof; provided, however, that the Company shall be
                           entitled to seek injunctive relief as provided in
                           Section 7 hereof. The board of arbitrators shall
                           consist of one arbitrator to be appointed by the
                           Company, one by the Employee, and one by the two
                           arbitrators so chosen. The arbitration shall be held
                           in Salt Lake City, Utah, or such other place as may
                           be agreed upon at the time by the Employee and the
                           Company. The cost of arbitration shall be borne among
                           the parties to the arbitration as determined by the
                           arbitrator(s).

                  (f)      Withholding. Anything in this Agreement to the
                           contrary notwithstanding, all payments required to be
                           made by the Company hereunder to the Employee or on
                           his behalf shall be subject to the withholding of
                           such amounts relating to taxes as the Company may
                           reasonably determine it should withhold pursuant to
                           any applicable law or regulation. In lieu of
                           withholding such amounts, in whole or in part, the
                           Company may, in its sole discretion, accept other
                           provisions for payment of taxes and withholdings as
                           required by law, provided it is satisfied that all
                           requirements of law affecting its responsibilities to
                           withhold have been satisfied.

                  (g)      Entire Agreement. This Employment Agreement contains
                           the entire understanding of the parties with respect
                           to the subject matter hereof and supersedes all other
                           agreements between the Employee and the Company,
                           whether written or oral.

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.



DENTAL COOPERATIVE, INC.                       EMPLOYEE:


By:
   --------------------------------------      --------------------------------
Its: Chief Executive Officer                    Marlon R. Berrett