Sample Business Contracts

Employment Agreement - BriteSmile Inc. and Kenneth A. Czaja

Employment Forms

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May 5, 2004

Kenneth A. Czaja
1141 Lund Ranch Road
Pleasanton, CA 94566
CA 94566

Dear Ken,

It is my pleasure to send you this letter as a formal offer of employment with
BriteSmile, Inc. (the "Company") for the position of Executive Vice President
and Chief Financial Officer. The following are the specifics of the offer.

Position                   Executive Vice President - Chief Financial Officer

Location                   BriteSmile's Corporate Office, Walnut Creek, CA

Reporting                  President, BriteSmile, Inc.

Start Date                 May 24, 2004

Your direct reports will include the Financial Controller and the entire
corporate financial staff. You will attend all scheduled Office of the CEO
meetings and Board meetings and be responsible for financial reporting,
governance, planning and analysis.


o    Ensure from a financial  perspective the Company's capacity to successfully
     operate its  on-going  and future  business  model in  accordance  with the
     strategic plan.

o    Provide  accurate  and timely  reports,  budgets  and  forecasts  and other
     financial  data,  as well as the  analysis of financial  results,  reports,
     budgets and forecasts to line management.

o    Provide  accurate  financial  reports and forecasts of the Company's direct
     costs and allocated costs by operating unit.

o    Ensure the  appropriateness  and maintenance of financial  control policies
     and procedures.


o    Establish  global  accounting  systems,  procedures  and governance so that
     accounting  records provide  accurate and timely  information in accordance
     with  Generally  Accepted  Accounting  Principles  and in  compliance  with
     federal,   state  and  international  tax  and  legal  jurisdictions,   SEC
     regulations (including Sarbanes-Oxley), and NASDAQ listing requirements.

o    Provide  the  financial  format  and  leadership  for  business   planning,
     including the selection of financial  measurements or drivers to be used to
     evaluate Company performance.

o    Develop a financial staff that meets the needs of the organization.

o    Develop an annual budgeting  procedure  including  update  procedures on at
     least a half yearly basis.

o    Develop  commercial  banking  relationships  and, in  conjunction  with the
     President,  investor and  investment  community  relationships  to meet the
     company's future capital needs and equity market strategy.

o    Perform any additional  duties and assignments,  as deemed necessary by the
     President, CEO, or Board of Directors.


1.       Base Salary

     o    $200,000  per year  paid in 26  equal  installments  per  BriteSmile's
          payroll schedule.

2.       Stock Options

     o    75,000  option  shares at the fair market value upon the date of Board
          approval of such grant (next Board  meeting is scheduled  for June 23,
          2004,  but in any event,  Board approval will occur no later than June
          30, 2004).

     o    Vesting Schedule

         -      15,000 options vest upon date of Board approval of the grant

         -      15,000 options vest on 6/1/05


         -      15,000 options vest on 6/1/06

         -      15,000 options vest on 6/1/07

         -      15,000 options vest on 6/1/08

        -      Options expire 90-days after resignation or termination not for
               cause or on June 23, 2014 should you be with BriteSmile at that
               time. These terms and other terms are described in BriteSmile's
               Amended and Restated Employee/Consultant Stock Option Agreement.

3.       Bonus

     o    You will be eligible for the Management  Incentive Plan when this plan
          has been approved by the Board of Directors (currently under review by
          OCEO prior to submission to the Board). Incentives will be distributed
          on the first payday after 45 days from the end of a quarter.

     o    Under  this  plan,  your cash  bonus,  which  will be  awarded  at the
          discretion  of the CEO and the  President,  will have an annual target
          amount of 40% of base  salary  for each  bonus  period  of fully  paid

     o    As an incentive to join the  company,  your target  amount of 40% will
          apply to 2004 on a pro rata basis as if your salary commenced on April
          1, 2004 (equal to a target amount for 2004 of $60,000).

     o    As an  additional  incentive  to join the company,  assuming  that the
          company  reports a positive  EBITDA (as defined by the company) in its
          audited 2004 10K, you will be  guaranteed a bonus of at least  $15,000
          assuming full employment from May 24 to December 31, 2004.

Change of Control

In the event of a change of control transaction, the ability to exercise any
unvested options is determined by the Plan Committee. In such an event, you will
be eligible to receive at least 9 months of base salary (payable monthly) as
severance pay if your employment terminates as a result of the change in


Termination without Cause

If your employment is terminated without cause, you will be entitled to at least
3 months of base salary as severance pay, payable monthly. You will not be
eligible for this severance consideration if you are terminated with cause. For
purposes of this agreement, "with cause" shall mean termination as a result of
or caused by theft or embezzlement from the company, the unauthorized disclosure
of confidential information of the company, willful misconduct or dishonesty or
conviction of or failure to contest prosecution for a felony or a crime of moral
turpitude, stealing trade secrets or intellectual property owned by the company,
or any act in material competition with the company.

Confidentiality/Sole Endeavor

BriteSmile shall be your sole full-time employment. Any patents, licenses or
business ideas related to BriteSmile's business generated during the term of
your employment will be owned by BriteSmile. You agree to keep confidential all
company documents, technology, business ideas and all other company proprietary


BriteSmile shall indemnify you for any claims and actions that might be brought
against you as an officer of the company to the fullest extent permitted in the
Company's byelaws and D&O policy.


Enclosed is the employee benefit package. You will be eligible for the corporate
health and benefit plan, including medical, dental and vision insurance. Your
employment will be "at will", as defined by the laws of the State of California.

Although we do not anticipate any disputes between you and BriteSmile, we handle
any controversy arising out of your employment or the termination of your
employment through the Company's Dispute Resolution Policy. The Company's
Dispute Resolution Policy is comprised of a mediation process, and arbitration
when necessary.


We sincerely look forward to you joining BriteSmile and anticipate that you will
make a significant contribution to the future success of the Company. Please
sign below as your acceptance of this offer of employment.

/s/ Kenneth A. Czaja

Kenneth A Czaja                             Date


/s/ Julian Fenely

Julian Feneley
President, BriteSmile Inc.

cc:  Bruce Fleming
     Chris Butler, Spencer Stuart