2007 STOCK OPTION PLAN

DENTAL PATIENT CARE AMERICA, INC.

2007 STOCK OPTION PLAN

1. Purpose; Effectiveness of the Plan.

(a) The purpose of this Plan is to advance the interests of the Company and its shareholders by helping the Company obtain and retain the services of employees, officers, consultants, independent contractors and directors, upon whose judgment, initiative and efforts the Company is substantially dependent, and to provide those persons with further incentives to advance the interests of the Company.

(b) This Plan will become effective on the date of its adoption by the Board. This Plan will remain in effect until it is terminated by the Board under Section 9 hereof or until the ten year anniversary of Board approval of the Plan, whichever is earlier, except that no option will be granted after the tenth anniversary of the date of this Plan’s adoption by the Board and no option granted hereunder shall expire by reason of the termination of the Plan. This Plan will be governed by, and construed in accordance with, the laws of the State of Utah.

2. Certain Definitions. Unless the context otherwise requires, the following defined terms (together with other capitalized terms defined elsewhere in this Plan) will govern the construction of this Plan, and of any stock option agreements entered into pursuant to this Plan:

(a) “1933 Act” means the Federal Securities Act of 1933, as amended;

(b) “Board” means the Board of Directors of the Company;

(c) “Code” means the Internal Revenue Code of 1986, as amended (references herein to Sections of the Code are intended to refer to Sections of the Code as enacted at the time of this Plan’s adoption by the Board and as subsequently amended, or to any substantially similar successor provisions of the Code resulting from recodification, renumbering or otherwise);

(d) “Company” means Dental Patient Care America, Inc., a Utah corporation;

(f) “Disability” has the same meaning as “permanent and total disability,” as defined in Section 22(e)(3) of the Code;

(g) “Eligible Participants” means persons who, at a particular time, are employees, officers, consultants (but only if such consultant is a natural person who provides bona fide services to the Company which services are not in connection with a capital raising transaction and who does not directly or indirectly promote the Company’s stock), or directors of the Company or its subsidiaries;

(h) “Fair Market Value” means, with respect to the Stock and as of the date an ISO is granted hereunder, the market price per share of such Stock determined by the Board, consistent with the requirements of Section 422 of the Code and to the extent consistent therewith, as follows:

(i) If the Stock was traded on a stock exchange on the date in question, when the Fair Market Value will be equal to the closing price reported by the applicable composite-transactions report for the day preceding such date;

(ii) If the Stock was traded over-the-counter on the date in question and was classified as a national market issue, then the Fair Market Value will be equal to the last-transaction price quoted by the NASDAQ system for the day preceding such date;

(iii) If the Stock was traded over-the-counter on the date in question but was not classified as a national market issue, then the Fair Market Value will be equal to the average of the last reported representative bid and asked prices quoted by the NASDAQ system for the day preceding such date; and

(iv) If none of the foregoing provisions is applicable, then the Fair Market Value will be determined by the Board in good faith on such basis as it deems appropriate.

(j) “Just Cause Termination” means a termination by the Company of an Optionee’s employment by and/or service to the Company (or if the Optionee is a director, removal of the Optionee from the Board by action of the shareholders or, if permitted by applicable law and the bylaws of the Company, the other directors), in connection with the good faith determination of the Company’s board of directors (or of the Company’s shareholders if the Optionee is a director and the removal of the Options from the Board is by action of the shareholders, but in either case excluding the vote of the Optionee if he or she is a director or a shareholder) that the Optionee has engaged in any acts involving dishonesty or moral turpitude. For purposes of this definition, the “Company” will also include a subsidiary of Dental Patient Care America, Inc. if the Optionee is acting as an employee, officer, consultant, independent contractor and/or director of such subsidiary;

(k) “NSO” means any option granted under this Plan whether designated by the Board as a “non-qualified stock option,” a “non-statutory stock option” or otherwise, other than an option designated by the Board as an ISO, or any option so designated but which, for any reason, fails to qualify as an ISO pursuant to Section 422 of the Code and the rules and regulations thereunder;

(l) “Option” means an option granted pursuant to this Plan entitling the option holder to acquire shares of Stock issued by the Company pursuant to the valid exercise of the option;

(m) “Option Agreement” means an agreement between the Company and an Optionee, in form and substance satisfactory to the Board in its sole discretion, consistent with this Plan;

(n) “Option Price” with respect to any particular Option means the exercise price at which the Optionee may acquire each share of the Option Stock called for under such Option;

(o) “Option Stock” means Stock issued or issuable by the Company pursuant to the valid exercise of an Option;

(p) “Optionee” means an Eligible Participant to whom Options are granted hereunder, and any transferee thereof pursuant to a Transfer authorized under this Plan;

(q) “Plan” means this 2007 Stock Option Plan of the Company;

(r) “QDRO” has the same meaning as “qualified domestic relations order” as defined in Section 414(p) of the Code;

(s) “Stock” means shares of the Company’s common stock, par value $.001 per share;

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(t) “subsidiary” has the same meaning as “Subsidiary Corporation” as defined in Section 424(f) of the Code; and

(u) “Transfer,” with respect to Option Stock, includes, without limitation, a voluntary or involuntary sale, assignment, transfer, conveyance, pledge, hypothecation, encumbrance, disposal, loan, gift, attachment or levy of such Option Stock.

3. Eligibility. The Company may grant Options under this Plan only to persons who are Eligible Participants as of the time of such grant. Subject to the provisions of Sections 4(c), 5 and 6 hereof, there is no limitation on the number of Options that may be granted to an Eligible Participant.

4. Administration.

(b) Authority and Discretion of Board. The Board will have full and final authority in its discretion, at any time and from time to time, subject only to the express terms, conditions and other provisions of the Company’s Articles of Incorporation, Bylaws and this Plan, and the specific limitations on such discretion set forth herein:

(c) Designation of Options. Except as otherwise provided herein, the Board will designate any Option granted hereunder either as an ISO or as an NSO. To the extent that the Fair Market Value (determined at the time the Option is granted) of Stock with respect to which all ISOs are exercisable for the first time by any individual during any calendar year (pursuant to this Plan and all other plans of the Company and/or its subsidiaries) exceeds $100,000, such option will be treated as an NSO. Notwithstanding the general eligibility provisions of Section 3 hereof, the Board may grant ISOs only to persons who are employees of the Company and/or its subsidiaries.

(d) Option Agreements. Options will be deemed granted hereunder only upon the execution and delivery of an Option Agreement by the Optionee and a duly authorized officer of the Company. Options will not be deemed granted hereunder merely upon the authorization of such grant by the Board.

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5. Shares Reserved for Options.

(a) Option Pool. The aggregate number of shares of Option Stock that may be issued pursuant to the exercise of Options granted under this Plan will not exceed 14,000,000 shares of Stock (the “Option Pool”), provided that such number will be increased by the number of shares of Option Stock that the Company subsequently may reacquire through repurchase or otherwise. Shares of Option Stock that would have been issuable pursuant to Options, but that are no longer issuable because all or part of those Options have terminated or expired, will be deemed not to have been issued for purposes of computing the number of shares of Option Stock remaining in the Option Pool and available for issuance.

(b) Adjustments Upon Changes in Stock. In the event of any change in the outstanding Stock of the Company as a result of a stock split, r