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                       STRATEGIC DENTAL MANAGEMENT
                          Contractual Agreement

This Contract (the "Agreement") is made between Strategic Dental
Management, with its principal place of business at 1525 N. 67th Street,
Mesa, AZ 85205 and SofTouch Dental Care, LLC ("Client") with its
principal place of business at 1496 N. Higley Road, Suite 104, Gilbert,
AZ 85234

WHEREAS, the Client deems it useful and in the best interest of the
Client to have the benefit of Strategic Dental Management's services
and experience; and

WHEREAS, Strategic Dental Management has indicated its willingness to
provide its services and experiences as business management providers
and advisors on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the parties hereby
agree as follows:

1. TERM AND PURPOSE

Client agrees to hire Strategic Dental Management as an independent
contractor and Strategic Dental Management hereby accepts employment as
an independent contractor for a 24 (twenty-four) month term.  The
Agreement will commence on Jan 15, 2010 and will remain in effect for a
24 (twenty-four) month term.  The Agreement will automatically renew
for an additional 24 (twenty-four) months unless either the Client, or
Strategic Dental Management notifies the other in writing at least 60
days prior to the contract anniversary date of their decision to
terminate the Agreement.

2. DUTIES

A. STRATEGIC DENTAL MANAGEMENT:  Strategic Dental Management shall
provide regular on-site business and management services as they deem
necessary for the term of this agreement.  Strategic Dental Management
shall also provide regular telephone and email communications to
Client.  See Attachment 1 for a complete list of duties.

B. CLIENT:  Client agrees that, in order to achieve optimum results
from the services provided by Strategic Dental Management, he will
assist with the procedures, training, and management information
provided by Strategic Dental Management.  Client agrees to abide by all
reasonable and necessary suggestions, activities, and improvements
suggested by Strategic Dental Management during the term of this
agreement.

3. COMPENSATION

During the term of this agreement, Client shall pay to Strategic Dental
Management, $100 per hour which is due on the last day of each month.

4. TERMINATION





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The parties hereby agree that this Agreement may be terminated by
either party without cause following 30 days notice during the first 3
(three) months of this Agreement.  Client shall be required to pay
Strategic Dental Management within 15 days of the end of the month
following the termination of this Agreement.  Strategic Dental
Management shall be compensated for partial months on a pro-rated
basis.

5. MODIFICATION

Any modification of this Agreement or additional obligation assumed by
either party in connection with this Agreement shall be binding only if
evidenced in writing signed by each party.

6. CHOICE OF LAW

It is the intention of the parties to this Agreement that this
Agreement and the performance under this Agreement, and all
arbitrations, suits and special proceedings under this Agreement, be
construed in accordance with and under and pursuant to the laws of the
State of Arizona and that, in any action, arbitration, special
proceeding or other proceeding that may be brought arising of, in
connection with, or by reason of this Agreement, the laws of the State
of Arizona shall be applicable and shall govern to the exclusion of the
law of any other forum.

7. COMPLETE AGREEMENT

This Agreement contains the complete agreement concerning the
arrangement between the parties.

8. INDEMNIFICATION

Client shall indemnify Strategic Dental Management against any and all
expenses, including amounts paid upon judgments, counsel fees,
environmental penalties and fines and amounts paid in settlement
(before or after suit is commenced), incurred by Strategic Dental
Management in connection with its defense or settlement of any claim,
action, suite or proceeding in which it is made a party or which may be
asserted against it by reason of the performance of its duties in this
Agreement except as detailed below.

9. INDEPENDENT CONTRACTOR

The parties expressly intend and agree that Strategic Dental Management
is acting as an independent contractor and not as an employee of
Client.  Strategic Dental Management understands and agrees that it
shall not be entitled to any of the rights and privileges established
for Client's employees (if any), including by not limited to the
following: retirement benefits, medical insurance coverage, disability
insurance coverage, severance pay benefits, paid vacation and sick pay,
overtime pay, or any of them.  Strategic Dental Management understands
and agrees that client will not pay or withhold from the compensation
paid to Strategic Dental Management pursuant to the Agreement any sums
customarily paid or withheld for or on behalf of employees for income
tax, unemployment insurance, social security, workers' compensation or

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any other withholding tax, insurance, or payment pursuant to any law or
governmental requirement, and all such payments as may be required by
law are the sole responsibility of Strategic Dental Management.  This
Agreement shall not be construed as a partnership agreement.

10. OWNERSHIP OF WORK PRODUCT

The parties hereby agree that Strategic Dental Management shall own and
retain right, title and interest in and to all inventions, discoveries,
improvements, ideas, formulas, systems and related documentation and
other works of authorship (herein referred to as "Intellectual
property"), whether or not patentable, copyrightable, or entitled to or
eligible for other forms of protection which before or during the term
of this Agreement, Strategic Dental Management may create, develop,
write or conceive.

11. ARBITRATION OF DISPUTES

Any controversy or claim arising out of or relating to this Agreement,
or the breach thereof, shall be settled by arbitration in accordance
with the rules of the American Arbitration Association venued in the
State of Arizona.  Judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof.

In witness whereof, each party to this Agreement has caused it to be
executed at each others place of business on the date indicated below.

CLIENT                         STRATEGIC DENTAL MANAGEMENT
/s/SofTouch Dental             /s/Brian Ray
------------------------       -------------------------
SofTouch Dental                Brian Ray
                               /s/John Lundgreen
                               -------------------------
                               John Lundgreen

1-15-2010                      1-15-2010
------------------------       -------------------------
Date                           Date



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Attachment 1

Accounting
1. Review books regularly
2. Monthly reconciling of books (in conjunction with accountant)
3. Print and analyze monthly reports
4. Payroll review
5. Set up electronic bill paying
6. Set up credit card payments for maximum rewards
7. Accounting analysis
  a. Reading and understanding a profit and loss report
8. Managing expenses
  a. Measuring overhead/expenses relative to industry standards
9. Review with Dr. all relative reports and practice standings on
monthly basis

Training
1. Team training and development
2. Role playing
3. Effective treatment planning/presentation
4. Telephone protocol
5. New patient protocol
6. Patient retention
7. Increase production
     a. Front office roles
     b. Back office roles
8. Personal motivators
9. Trust transfers
10. Better leveraging of hygiene visits for increased production
11. Intraoral camera techniques
12. Reducing cancellations

Human Resources
1. Staff recruitment and hiring
2. Performance evaluations
3. Promotions
4. Redundancy
5. Employee relations
6. Compensation, pensions, bonuses etc in conjunction with payroll
7. Addressing personal problems when necessary
8. Developing job descriptions
9. Developing a personnel policy manual

Technology
1. Computer system review
2. Update system as needed
3. Redundant backups
4. Leveraging available technology for greater efficiency
5. Website assistance

Measurements and benchmarks
1. Measuring effectiveness of treatment coordinator(s)
  a. Tracking actual treatment acceptance
2. Measuring success of hygienist
3. Effective recall systems



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4. Production per hour
5. Scheduling
6. Practice analysis

Cash Flow
1. Managing accounts receivables
2. Reducing AR collection times (current, 30, 60, 90, over 90)
3. Billing procedures
4. Maximizing insurance benefits
5. Effective insurance filing procedures
6. Negotiating higher fee schedules with insurance companies
7. Establishing financial policies that lead to greater case acceptance
  a. Increasing % of patients that prepay
  b. Financial arrangement script