ASSOCIATE DENTIST EMPLOYMENT AGREEMENT PARTIES: Super Dental Practice, PLLC New Dentist, DDS (Employee) RECITALS: A.

Employer is a Minnesota professional limited liability company duly organized under Minnesota law that provides professional dental services. B. Employer desires to hire Employee and Employee desires to enter the employment of Employer. C. The parties desire to set forth their understanding and agreement with respect to the terms of employment. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENTS: ARTICLE 1. TERM OF EMPLOYMENT 1.1 Term of Employment. Subject to Employee meeting all of the conditions set forth in Section 1.2, Employer employs Employee as a general dentist under this Agreement for an initial one (1) year term beginning on July 1, 2011 (the Commencement Date) subject to termination under Article 5. Unless so terminated under Article 7, Employee shall be employed under this Agreement for subsequent renewal terms of one (1) year each, subject to termination under Article 5. 1.2 Conditions. Prior to the Commencement Date and at all times during her employment, Employee shall: (i) have an unrestricted license to practice dentistry in the State of Minnesota; (ii) be credentialed by such third party payors that Employer has contracts with to (Employer)

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provide professional dental services to such payors enrollees; and (iii) have such other licenses and permits as may be reasonably necessary to provide the services described herein. ARTICLE 2. DUTIES 2.1 Duties. Employee shall devote all of Employee's professional time, attention, knowledge and skills solely and exclusively to the business and affairs of Employer. Employee shall perform such professional and other duties as may from time to time be prescribed by Employer. Employee agrees that Employee will at all times faithfully, industriously, and to the best of Employee's ability, experience and talents, perform all of the duties that may be required of Employee by Employer. 2.2 Full Time. Employee acknowledges that she is being employed to work on a fulltime basis. Unless otherwise determined by Employer, full-time means that Employee will provide professional services 36 hours per week, with 32 of those hours being chair-side with patients. As a part of her duties, Employee shall also provide such emergency call coverage at such times as may be established by Employer. 2.3 Direction. Employee shall be subject to the direction of Owner Dentist (Dr. Owner), acting on behalf of Employer, as to all matters relating to the performance of Employee's duties under this Agreement and as to the operation and management of the business and affairs of Employer. Employee agrees to comply with the standards and policies of Employer in every respect. Employer will conduct a review of Employees performance on or about the one-year anniversary of the Commencement Date, and at such other times as Employer determines. 2.4 Days Off. Employee may take off a total of fifteen (15) working days each calendar year (pro-rated for periods less than a full year) for purposes of vacation, illness or continuing education. No production credit will be given for such days for purposes of determining compensation under the compensation formula. Employee will provide such advance notice as may be required by Employer of her intent to take a working day off for such purpose (unless advance notice cannot be provided due to illness). The foregoing time off shall accrue at pro-rata rate for each month of completed employment. Unused days may not be carried over from one year to the next, nor shall unused days be paid in the event of termination of employment. 2.5 Fees and Other Payments. Employer shall be entitled to all of the profits and benefits arising from Employee's work, services and professional activities under this Agreement. Any checks or amounts received by Employee for services provided under this Agreement shall be promptly delivered and endorsed over to Employer, or handled in such other manner as Employer may direct. 2.6 Outside Activities. Unless permitted by Employer under such policies concerning outside activities as it may adopt from time to time, Employee shall not (i) provide services of the same or substantially similar nature that are being provided to Employer to or for any person, -2-

business, or practice, or (ii) engage in any activity competitive with Employers business or practice, either alone, as a partner, or as an officer, director, employee or shareholder of any other corporation. 2.7 Records and Files. All corporate records and files, including without limitation computer records, lists of patients and their addresses, and patient dental records, are proprietary to Employer and shall not be used by Employee except as permitted by Employer. Such records and files may not be removed from Employers premises. Employee agrees to comply with state and federal laws regarding confidential patient health information, and with such policies as Employer may adopt from time to time regarding the handling of patient records. ARTICLE 3. COMPENSATION 3.1 Compensation. Subject to the provisions for termination contained in Article 5, Employer shall pay Employee as compensation for services rendered during the term of employment the amount determined in the manner described in Exhibit A hereto. All payments of compensation are subject to withholding for applicable taxes. ARTICLE 4. PROFESSIONAL EXPENSES AN D BENEFITS 4.1 Malpractice Insurance. Employer shall obtain and keep in full force and effect during the term of Employee's employment, a policy of personal professional liability insurance providing coverage and protection for Employee and Employer on a claims made basis with limits of not less than $1,000,000/$3,000,000. Upon termination of the employment of Employee for any reason, Employee shall acquire at her expense malpractice "tail" insurance or otherwise continue such coverage so as to insure Employee and Employer for her prior acts and omissions as an employee of Employer. 4.2 No Benefits. Except as provided in this Article 4, Employee will not be provided any employee benefits. If Employee qualifies for any benefits under the terms of the particular plan or policy, the premiums and other costs or expenses of Employer in providing such benefits shall be offset from the compensation provided in Exhibit A. 4.3 Continuing Education Allowance. Employer shall reimburse Employee for up to $2,500 per calendar year (pro-rated for periods less than a full year) in business expenses to attend professional dental conferences, upon submission of appropriate receipts for such expenses. The unpaid portion of such allowance, if any, shall not carry over from one year to the next, nor be paid as compensation. 4.4 Health Insurance. Employer does not currently maintain a health insurance plan or policy. Until such time as Employer adopts such a plan or policy and Employee becomes eligible -3-

for coverage thereunder, Employer will reimburse Employee for up to $250 per month for her health insurance premiums, upon submission of appropriate receipts for such expenses. 4.5 Equipment and Office Space. Employer shall furnish Employee with such instruments, equipment, medicines, office space, office help and such other items relating to her employment as are determined useful and necessary by Employer. ARTICLE 5. TERMINATION 5.1 Events of Termination. The employment of Employee shall terminate as follows: A. B. C. By mutual written agreement of the parties. Upon the death of Employee. Either party may terminate Employees employment during the initial or any renewal term upon not less than 60 days written notice, with or without cause. During the period following such notice, and until the termination date, Employee shall provide such services and duties as Employer may direct, and cooperate with efforts to transfer patients to other employees of Employer. Employer may, in its discretion, terminate Employees employment with less than 60 days notice and pay Employee as severance pay an amount equal to what Employer reasonably determines Employee would have received as compensation had Employee continued to perform services for the balance of such 60-day notice period. Either party may elect to terminate Employees employment at the end of the initial term or any renewal term in Section 1.1, by providing not less than 60 days written notice of non-renewal, for any reason or no reason. Upon the insolvency or bankruptcy of Employer. By Employer at the discretion of the Board of Directors, immediately and without prior notice, upon the occurrence of any one of the events. (1) (2) The revocation or suspension of Employee's license to practice dentistry in the State of Minnesota. The placement of any penalty, condition or limitation on Employee's license or ability to practice dentistry in the State of Minnesota, as a result of action taken by the Board of Dentistry or other applicable licensing authority. -4-

D.

E. F. following

(3) (4)

The conviction of Employee of any crime punishable as a felony or of any crime involving moral turpitude. For cause, which shall include, but not be limited to, Employee's failure or refusal to perform the usual and customary duties of employment or to comply with the terms of this Agreement, Employee's failure or refusal to comply with the policies, directions, standards and regulations established from time to time by Employer, conduct by Employee that is detrimental to Employer's business reputation, Employee's dishonesty in dealing with Employer or its patients, customers or employees.

None of the foregoing grounds for immediate termination shall restrict Employer's ability to terminate Employee's employment under other provisions of this Agreement. G. By Employer, at its discretion, upon ten (10) days' written notice in the event of the dissolution of Employer or the merger, consolidation or sale of all or substantially all of the assets of Employer with another organization. Upon the occurrence of a disability of Employee. For purposes hereof disability shall mean any condition, physical or mental, which results in Employees inability to fulfill a substantial portion of her professional duties and responsibilities under this Agreement where such inability is expected to continue for a period of 90 days or more. The determination of Employer, after consulting with a physician acceptable to Employer, as to the existence of a disability hereunder shall be binding on Employee. Nothing herein shall limit the right of either party to terminate this Agreement under one of the other paragraphs of this Article 5. ARTICLE 6. COVENANT NOT TO COMPETE AND NONSOLICITATION AGREEMENT 6.1 Covenant Not to Compete. In the event Employees employment terminates for any reason under Sections 5.1A, C, D, F, G or H, whether by action of Employer or Employee or both, Employee shall not engage, directly or indirectly, in the practice of dentistry within seven (7) miles of Employers dental office where Employee provided patient services prior to termination, for a period of two (2) years following the date of termination. 6.2 Nonsolicitation Agreement. Employee further agrees that during the term of her employment and for a period of two (2) years following the date her employment terminates with Employer for any reason under Sections 5.1A, C, D, F, G or H, whether by action of Employer or -5-

H.

Employee or both, Employee shall not solicit or assist in the solicitation, either directly or indirectly, of any individual who is or has been a patient of the Employer prior to or on the date of termination. In addition, Employee shall not hire or solicit or assist in the hiring or solicitation, either directly or indirectly, of any individuals who were employed by Employer prior to or on the date of termination. 6.3 Remedies. Employee agrees that the provisions of this Article 6 are of a special, unique and extraordinary character and that any damages to the Employer as a result of any violation of the provisions of this Article could not be adequately compensated by monetary damages. Employee further acknowledges that in the event of any violations of the provisions of this Article 6, Employer, in addition to any other rights and remedies available to it, shall be entitled to specific performance and injunctive relief restraining Employee from committing or continuing any such violation of this Article, without the need for posting any bond. In addition, in the event Employer takes action to enforce the provisions of this Article 6, Employer shall be entitled to reasonable attorney fees and court costs. 6.4 Acknowledgements. Employee and Employer acknowledge that the geographic and durational restrictions set forth above have been carefully considered and negotiated between the parties hereto. Specifically, Employee understands and acknowledges that a substantial number of Employers patients to whom Employee will be rendering professional services, and with whom Employee will be developing a professional relationship during the term of this Agreement, reside within seven (7) miles of Employers office. The Employer and Employee also agree that if Employees employment terminates, Employer would spend a considerable amount of time and expense attracting another qualified dentist to serve its patients residing in such area. In light of these understandings and the other consideration provided herein, Employee and Employer agree that the provisions of this Article 6 are reasonable, and will not unduly restrict Employees ability to find employment in the event of termination. 6.5 Severability. Employer and Employee further agree that if any provision of this Article is held in a final judgment or determination in any court of law or administrative agency of competent jurisdiction to be overbroad or otherwise unenforceable in any respect, such provision shall be deemed to be amended, and shall be binding upon Employee to the maximum extent deemed reasonable and enforceable by such court or administrative agency. 6.6 Consideration. Employee agrees that he has received adequate consideration in exchange for this Article 6. 6.7 Survival. This Article 6 shall survive Employees termination of employment, and remain in full force and effect.

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ARTICLE 7. CONSIDERATION OF OWNERSHIP 7.1 Consideration. Between 24 and 36 months of employment with Employer, Employer will determine whether to proceed with the process of having Employee become a partowner of the dental practice. If Employer determines to proceed, and Employee also agrees to proceed with the process of becoming an owner, the parties will select a mutually agreeable accountant or dental consultant assisting with other buy-in issues (i.e., compensation formula and buy-in terms) to value the dental practice according to the methodology set forth in Exhibit B and propose a compensation formula for Employee and Dr. Owner. The dollar amounts and compensation formula shown in Exhibit B are examples only; the actual dollar amounts will be determined at the time of the buy-in. Once the valuation is complete, Employer will set forth the terms of the buy-in in a written buy-in document, along with other applicable ownership agreements for both Employee and Dr. Owner. Employee will become an owner only upon execution of the final written buy-in document and other applicable ownership agreements by Employer, Employee and Dr. Owner. Notwithstanding the foregoing, nothing in this Article 7 or elsewhere in this Agreement limits the right of either Employer or Employee to terminate Employees employment under Article 5 or decide not to proceed with Employee becoming an owner, and neither Employer or Employee represent in this Agreement or elsewhere that Employee will become an owner. In the event that either Employee or Employer decides not to proceed with Employee becoming an owner, this Agreement shall remain in full force and effect, subject to the right of either party to terminate employment as described in Article 5. ARTICLE 8. MISCELLANEOUS 8.1 No Assignment. Employee shall not assign or transfer any rights granted or obligations assumed hereunder. Employer may assign this Agreement upon written notice to Employee to any affiliate of or successor to Employer. 8.2 Headings. The headings of the section of this Agreement have been inserted for convenience only and do not constitute a part of this Agreement. 8.3 Construction. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 8.4 Minnesota. Governing Law. This Agreement shall be governed by the laws of the State of

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8.5 Entire Agreement; Amendments. This Agreement contains the entire understanding of the parties hereto regarding the subject matter hereof, and shall terminate and supersede all prior agreements and understandings between the parties regarding any such subject matter. This Agreement may be amended, supplemental or otherwise modified only by written agreement executed by both of the parties hereto. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. Super Dental Practice, PLLC By Its Chief Manager Date EMPLOYER New Dentist, DDS

Date EMPLOYEE

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Exhibit A Compensation Employees compensation will be determined by Employer under the following formula: 1. Determine Employees Net Professional Production (gross charges generated by Employees own professional services less an amount determined by Employer for discounts, collection experience and other such adjustments) 2. 3. 4. For example: $600 - 30 $570 x 35% $199 - 30 $169 Gross Fees Billed for crown Subtraction for adjustments Net Professional Production Times 35% Sub-Total Subtract 50% of lab (lab is $60 x 50% = $30) Gross Amount (before subtractions for payroll and income tax withholding, and before any reductions for draws, base salary or bonuses previously paid during the year) Multiply Net Professional Production by 35% Subtract from the net amount 50% of lab expenses Subtract any draws, base salary or bonuses paid

During Employees first year of employment, Employee shall receive a guaranteed base salary of $5000 per month. The foregoing formula will therefore be applied to determine if Employee will receive a bonus in excess of her guaranteed monthly base salary. After the first year of employment, Employee will receive a monthly draw, as reasonably determined by Employer, as an advance against the amount payable under the foregoing formula. In the event Employee has received compensation in excess of the foregoing, Employee shall promptly repay such amount to Employer. In the event of termination of employment, a final computation of compensation will be prepared based on Employees Net Professional Production and lab fees through the date of termination. No other compensation shall be paid. Employee shall have no right to receive payment for any portion of the accounts receivable arising from his professional services or collections received following termination of employment. -9-

Exhibit B Valuation Method

CAPITALIZED EARNINGS Average annual net production-(from above) Less: Average operating expenses 60% Professional labor (38% of net Dr.prod after lab) Equipment contribution Excess Earnings Capitalization Rate $825,00 0 (495,00 0) (210,00 0) (5,000) $115,00 0 20% (5 times) $575,0 00 16% (6.25 times) $718,7 50

Total value

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