UNION DENTAL CORP 2004 STOCK OPTION PLAN

EXHIBIT 10.7

UNION DENTAL CORP

2004 STOCK OPTION PLAN

Approved by Board of Directors and Majority Stockholders on October 15, 2004

Union Dental Corp.

2004 Stock Option Plan

1. Section Purpose; Definitions.

1.1 Purpose. The purpose of the Union Dental Corp 2004 Stock Option Plan is to

enable the Company to offer to its employees, officers, directors and

consultants whose past, present and/or potential contributions to the Company

and its Subsidiaries have been, are or will be important to the success of the

Company, an opportunity to acquire a proprietary interest in the Company. The

various types of long-term incentive awards that may be provided under the Plan

will enable the Company to respond to changes in compensation practices, tax

laws, accounting regulations and the size and diversity of its businesses.

1.2 Definitions. For purposes of the Plan, the following terms shall be defined

as set forth below:

(a) "Agreement" means the agreement between the Company and the Holder setting

forth the terms and conditions of an award under the Plan.

(b) "Board" means the Board of Directors of the Company.

(c) "Code" means the Internal Revenue Code of 1986, as amended from time to

time.

(d) "Committee" means the Stock Option Committee of the Board or any other

committee of the Board that the Board may designate to administer the Plan or

any portion thereof. If no Committee is so designated, then all references in

this Plan to "Committee" shall mean the Board.

(e) "Common Stock" means the Common Stock of the Company, $.001 par value per

share.

(f) "Company" means Union Dental Corp., a corporation organized under the laws

of the State of Florida.

(g) "Deferred Stock" means Common Stock to be received, under an award made

pursuant to Section 8, below, at the end of a specified deferral period.

(h) "Disability" means physical or mental impairment as determined under

procedures established by the Committee for purposes of the Plan.

(i) "Effective Date" means the date set forth in Section 12.1, below.

(j) "Fair Market Value", unless otherwise required by any applicable provision

of the Code or any regulations issued thereunder, means, as of any given date:

(i) if the Common Stock is listed on a national securities exchange or

quoted on the Nasdaq National Market or Nasdaq SmallCap Market, the last sale

price of the Common Stock in the principal trading market for the Common Stock

on such date, as reported by the exchange or Nasdaq, as the case may be;

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(ii) if the Common Stock is not listed on a national securities exchange or

quoted on the Nasdaq National Market or Nasdaq SmallCap Market, but is traded in

the over-the-counter market, the closing bid price for the Common Stock on such

date, as reported by the OTC Bulletin Board or the National Quotation Bureau,

Incorporated or similar publisher of such quotations; and

(iii) if the fair market value of the Common Stock cannot be determined

pursuant to clause (i) or (ii) above, such price as the Committee shall

determine, in good faith.

(k) "Holder" means a person who has received an award under the Plan.

(l) "Incentive Stock Option" means any Stock Option intended to be and

designated as an "incentive stock option" within the meaning of Section 422 of

the Code.

(m) "Nonqualified Stock Option" means any Stock Option that is not an Incentive

Stock Option.

(n) "Normal Retirement" means retirement from active employment with the Company

or any Subsidiary on or after age 65.

(o) "Other Stock-Based Award" means an award under Section 9, below, that is

valued in whole or in part by reference to, or is otherwise based upon, Common

Stock.

(p) "Parent" means any present or future "parent corporation" of the Company, as

such term is defined in Section 424(e) of the Code.

(q) "Plan" means the Union Dental Corp. 2004 Stock Option Plan, as hereinafter

amended from time to time.

(r) "Repurchase Value" shall mean the Fair Market Value in the event the award

to be repurchased under Section 10.2 is comprised of shares of Common Stock and

the difference between Fair Market Value and the Exercise Price (if lower

thanFair Market Value) in the event the award is a Stock Option or Stock

Appreciation Right; in each case, multiplied by the number of shares subject to

the award.

(s) "Restricted Stock" means Common Stock, received under an award made pursuant

to Section 7, below, that is subject to restrictions under said Section 7.

(t) "SAR Value" means the excess of the Fair Market Value (on the exercise date)

over the exercise price that the participant would have otherwise had to pay to

exercise the related Stock Option, multiplied by the number of shares for which

the Stock Appreciation Right is exercised.

(u) "Stock Appreciation Right" means the right to receive from the Company, on

surrender of all or part of the related Stock Option, without a cash payment to

the Company, a number of shares of Common Stock equal to the SAR Value divided

by the Fair Market Value (on the exercise date).

(v) "Stock Option" or "Option" means any option to purchase shares of Common

Stock which is granted pursuant to the Plan.

(w)"Stock Reload Option" means any option granted under Section 5.3 of the Plan.

(x) "Subsidiary" means any present or future "subsidiary corporation" of the

Company, as such term is defined in Section 424(f) of the Code.

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2. Section Administration.

2.1 Committee Membership. The Plan shall be administered by the Board or a

Committee. Committee members shall serve for such term as the Board may in each

case determine, and shall be subject to removal at any time by the Board. The

Committee members, to the extent possible and deemed to be appropriate by the

Board, shall be "non-employee directors" as defined in Rule 16b-3 promulgated

under the Securities Exchange Act of 1934, as amended ("Exchange Act"), and

"outside directors" within the meaning of Section 162(m) of the Code.

2.2 Powers of Committee. The Committee shall have full authority to award,

pursuant to the terms of the Plan: (i) Stock Options, (ii) Stock Appreciation

Rights, (iii) Restricted Stock, (iv) Deferred Stock, (v) Stock Reload Options

and/or (vi) Other Stock-Based Awards. For purposes of illustration and not of

limitation, the Committee shall have the authority (subject to the express

provisions of this Plan):

(a) to select the officers, employees, directors and consultants of the Company

or any Subsidiary to whom Stock Options, Stock Appreciation Rights, Restricted

Stock, Deferred Stock, Reload Stock Options and/or Other Stock-Based Awards may

from time to time be awarded hereunder.

(b) to determine the terms and conditions, not inconsistent with the terms of

the Plan, of any award granted hereunder (including, but not limited to, number

of shares, share exercise price or types of consideration paid upon exercise of

such options, such as other securities of the Company or other property, any

restrictions or limitations, and any vesting, exchange, surrender, cancellation,

acceleration, termination, exercise or forfeiture provisions, as the Committee

shall determine);

(c) to determine any specified performance goals or such other factors or

criteria which need to be attained for the vesting of an award granted

hereunder; (d) to determine the terms and conditions under which awards granted

hereunder are to operate on a tandem basis and/or in conjunction with or apart

from other equity awarded under this Plan and cash awards made by the Company or

any Subsidiary outside of this Plan;

(e) to permit a Holder to elect to defer a payment under the Plan under such

rules and procedures as the Committee may establish, including the crediting of

interest on deferred amounts denominated in cash and of dividend equivalents on

deferred amounts denominated in Common Stock;

(f) to determine the extent and circumstances under which Common Stock and other

amounts payable with respect to an award hereunder shall be deferred that may be

either automatic or at the election of the Holder; and

(g) to substitute (i) new Stock Options for previously granted Stock Options,

which previously granted Stock Options have higher option exercise prices and/or

contain other less favorable terms, and (ii) new awards of any other type for

previously granted awards of the same type, which previously granted awards are

upon less favorable terms.

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2.3 Interpretation of Plan.

(a) Committee Authority. Subject to Section 11, below, the Committee shall have

the authority to adopt, alter and repeal such administrative rules, guidelines

and practices governing the Plan as it shall, from time to time, deem advisable,

to interpret the terms and provisions of the Plan and any award issued under the

Plan (and to determine the form and substance of all Agreements relating

thereto), and to otherwise supervise the administration of the Plan. Subject to

Section 11, below, all decisions made by the Committee pursuant to the

provisions of the Plan shall be made in the Committee's sole discretion and

shall be final and binding upon all persons, including the Company, its

Subsidiaries and Holders.

(b) Incentive Stock Options. Anything in the Plan to the contrary

notwithstanding, no term or provision of the Plan relating to Incentive Stock

Options (including but limited to Stock Reload Options or Stock Appreciation

rights granted in conjunction with an Incentive Stock Option) or any Agreement

providing for Incentive Stock Options shall be interpreted, amended or altered,

nor shall any discretion or authority granted under the Plan be so exercised, so

as to disqualify the Plan under Section 422 of the Code, or, without the consent

of the Holder(s) affected, to disqualify any Incentive Stock Option under such

Section 422.

3. Section Stock Subject to Plan.

3.1 Number of Shares. The total number of shares of Common Stock reserved and

available for issuance under the Plan shall be 5,000,000 shares. Shares of

Common Stock under the Plan may consist, in whole or in part, of authorized and

unissued shares or treasury shares. If any shares of Common Stock that have been

granted pursuant to a Stock Option cease to be subject to a Stock Option, or if

any shares of Common Stock that are subject to any Stock Appreciation Right,

Restricted Stock, Deferred Stock award, Reload Stock Option or Other Stock-Based

Award granted hereunder are forfeited or any such award otherwise terminates

without a payment being made to the Holder in the form of Common Stock, such

shares shall again be available for distribution in connection with future

grants and awards under the Plan. If a Holder pays the exercise price of a Stock

Option by surrendering any previously owned shares and/or arranges to have the

appropriate number of shares otherwise issuable upon exercise withheld to cover

the withholding tax liability associated with the Stock Option exercise, then

the number of shares available under the Plan shall be increased by the lesser

of (i) the number of such surrendered shares and shares used to pay taxes; and

(ii) the number of shares purchased under such Stock Option.

3.2 Adjustment Upon Changes in Capitalization, Etc. In the event of any merger,

reorganization, consolidation, dividend (other than a cash dividend) payable on

shares of Common Stock, stock split, reverse stock split, combination or

exchange of shares, or other extraordinary or unusual event occurring after the

grant of an award which results in a change in the shares of Common Stock of the

Company as a whole, the Committee shall determine, in its sole discretion,

whether such change equitably requires an adjustment in the terms of any award

or the aggregate number of shares reserved for issuance under the Plan. Any such

adjustments will be made by the Committee, whose determination will be final,

binding and conclusive.

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4. Section Eligibility.

Awards may be made or granted to employees, officers, directors and

consultants who are deemed to have rendered or to be able to render significant

services to the Company or its Subsidiaries and who are deemed to have

contributed or to have the potential to contribute to the success of the

Company. No Incentive Stock Option shall be granted to any person who is not an

employee of the Company or a Subsidiary at the time of grant.

5. Section Stock Options.

5.1 Grant and Exercise. Stock Options granted under the Plan may be of two

types: (i) Incentive Stock Options and (ii) Nonqualified Stock Options. Any

Stock Option granted under the Plan shall contain such terms, not inconsistent

with this Plan, or with respect to Incentive Stock Options, not inconsistent

with the Plan and the Code, as the Committee may from time to time approve. The

Committee shall have the authority to grant Incentive Stock Options or

Non-Qualified Stock Options, or both types of Stock Options which may be granted

alone or in addition to other awards granted under the Plan. To the extent that

any Stock Option intended to qualify as an Incentive Stock Option does not so

qualify, it shall constitute a separate Nonqualified Stock Option.

5.2 Terms and Conditions. Stock Options granted under the Plan shall be subject

to the following terms and conditions:

(a) Option Term. The term of each Stock Option shall be fixed by the Committee;

provided, however, that an Incentive Stock Option may be granted only within the

ten-year period commencing from the Effective Date and may only be exercised

within ten years of the date of grant (or five years in the case of an Incentive

Stock Option granted to an optionee who, at the time of grant, owns Common Stock

possessing more than 10% of the total combined voting power of all classes of

stock of the Company ("10% Stockholder").

(b) Exercise Price. The exercise price per share of Common Stock purchasable

under a Stock Option shall be determined by the Committee at the time of grant

and may be less than 100% of the Fair Market Value on the day of grant;

provided, however, that the exercise price of an Incentive Stock Option granted

to a 10% Stockholder shall not be less than 110% of the Fair Market Value on the

date of grant.

(c) Exercisability. Stock Options shall be exercisable at such time or times and

subject to such terms and conditions as shall be determined by the Committee and

as set forth in Section 10, below. If the Committee provides, in its discretion,

that any Stock Option is exercisable only in installments, i.e., that it vests

over time, the Committee may waive such installment exercise provisions at any

time at or after the time of grant in whole or in part, based upon such factors

as the Committee shall determine.

(d) Method of Exercise. Subject to whatever installment, exercise and waiting

period provisions are applicable in a particular case, Stock Options may be

exercised in whole or in part at any time during the term of the Option, by

giving written notice of exercise to the Company specifying the number of shares

of Common Stock to be purchased. Such notice shall be accompanied by payment in

full of the purchase price, which shall be in cash or, if provided in the

Agreement, either in shares of Common Stock (including Restricted Stock and

other contingent awards under this Plan) or partly in cash and partly in such

Common Stock, or such other means which the Committee determines are consistent

with the Plan's purpose and applicable law. Cash payments shall be made by wire

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transfer, certified or bank check or personal check, in each case payable to the

order of the Company; provided, however, that the Company shall not be required

to deliver certificates for shares of Common Stock with respect to which an

Option is exercised until the Company has confirmed the receipt of good and

available funds in payment of the purchase price thereof. Payments in the form

of Common Stock shall be valued at the Fair Market Value on the date prior to

the date of exercise. Such payments shall be made by delivery of stock

certificates in negotiable form that are effective to transfer good and valid

title thereto to the Company, free of any liens or encumbrances. Subject to the

terms of the Agreement, the Committee may, in its sole discretion, at the

request of the Holder, deliver upon the exercise of a Nonqualified Stock Option

a combination of shares of Deferred Stock and Common Stock; provided that,

notwithstanding the provisions of Section 8 of the Plan, such Deferred Stock

shall be fully vested and not subject to forfeiture. A Holder shall have none of

the rights of a Stockholder with respect to the s