Exhibit 10.2
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                        DENTAL PATIENT CARE AMERICA, INC.

                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT ("Agreement"), dated the 1st day of July, 2003, by
and among DENTAL PATIENT CARE AMERICA, 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:

         1. 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rescinded and made null, void, and of no effect whatsoever.

         2. 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.

         3. 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.

         4. 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.

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         5. 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 or Waived Compensation. The Company and Employee have
         by agreement waived or deferred the payment of substantial compensation
         owed to  Employee  during  the  period  April  1998 to the date of this
         Agreement.  The parties hereby  acknowledge that such amounts that were
         deferred  remain due and payable to Employee.  Employee and the Company
         may agree to waive or defer  some or all  compensation  due under  this
         Agreement,   with  deferrals   running  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.

         6. 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 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.

         7. 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


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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.

         8.  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.

         9.  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.

         10.  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;

              (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.

         11. 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;

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         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.

         12. 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:

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

         Company           Dental Patient Care America, 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

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         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.

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

DENTAL PATIENT CARE AMERICA, INC.           EMPLOYEE:



By: /s/ Michael Silva                       /s/ Marlon R. Berrett
    -------------------                     ---------------------
Its: Chief Executive Officer                Marlon R. Berrett


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