EMPLOYMENT AGREEMENT

                This Employment Agreement (Agreement) is entered into effective as of the 1st day of June, 2002 (the Effective Date), by and between American Medical Technologies, Inc., a Delaware corporation (ADT) and Roger W. Dartt (Employee).

                NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, and in consideration of the employment of the Employee, and further, in consideration of the compensation contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.             Term.     ADT hereby agrees to employ Employee for a term commencing on the Effective Date and ending at 6:00 PM, CST, May 31, 2004, unless earlier terminated as provided in this Agreement. The term of this Agreement may only be extended by the mutual written agreement of the parties hereto.

2.             Duties.   Employee shall serve as the President and Chief Executive Officer of ADT.  He shall assume such duties as the By Laws of ADT (as in effect as of the Effective Date) provide or as the Board of Directors of ADT may from time to time prescribe pursuant to such By Laws.  The duties of Employee shall be those as are generally consistent with the duties of a President and Chief Executive Officer of a dental/medical development, manufacturing and sales company of such size as ADT, including such positions with and duties for ADT subsidiaries as may be assigned from time to time.  The responsibilities of the President and CEO shall include competent executive management, corporate turnaround ability consistent with the standards of the Turnaround Management Association and the ability to use reasonable efforts to attract and raise equity capital on terms acceptable to the company.  Employee agrees to devote substantially all his time, attention, and best efforts to the performance of his duties hereunder.

3.             Compensation.     ADT shall compensate Employee for the services rendered under this Agreement as follows:

a.     Base Salary.    An annual base salary (Base Salary) determined by the Board of Directors or its compensation committee in its discretion and consistent with its practices for executives of ADT, but not less than $250,000 per year (less applicable withholdings), payable in accordance with the customary payroll practices of ADT for compensation of its executives (currently bi-weekly).  If Employees base salary is increased at any time, it shall not thereafter be decreased during the term of this Agreement, unless such decrease is the result of a general reduction affecting the base salaries of substantially all other executives of ADT.

b.     Stock Bonus.   150,000 shares of common stock contingent and to be issued upon receipt by ADT of outside capital investment in the amount of not less than $3.5 million by no later than December 31, 2002.

c.     Cash Bonus.    A cash bonus of up to 25% of Employees Base Salary for the fiscal year ending June 30, 2003, based upon an Executive Incentive Compensation Program to be developed and approved by the compensation committee and the Board of Directors.

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Thereafter, an annual bonus will be granted for each succeeding July 1 June 30 fiscal year remaining on the Term, based upon achieving performance objectives established by the compensation committee of the Board of Directors of ADT.

d.     Stock Options.

                (i)  On the Effective Date, Employee shall be awarded stock options under ADTs Long-Term Incentive Plan (LTIP) to purchase 250,000 shares of ADT common stock with an exercise price equal to $0.33 per share on the Effective Date.  These options are intended to be Incentive Stock Options, as defined in the LTIP.  The options shall vest at the rate of 31,250 shares every three months after the Effective Date.  In order to provide for this grant, ADT shall seek approval from its shareholders for an increase in the shares available for issuance under its LTIP so that a sufficient number of shares will be available under the LTIP for this grant.  If the increase is not approved, the grant of these options will be void.  In the event of a Change of Control, as defined in Section 6 below, occurring after the receipt of such shareholder approval, all options granted pursuant to this Section 3(d)(i) shall immediately vest and become exercisable.

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