CONFIDENTIAL Retirement Agreement between Donald E. Merz and National Dentex Corporation

Exhibit 10.1

CONFIDENTIAL

Retirement Agreement between ▇▇▇▇▇▇ ▇. ▇▇▇▇ and National Dentex Corporation

It is agreed between the parties that ▇▇▇▇▇▇ ▇. ▇▇▇▇ is voluntarily retiring from National Dentex effective January 1, 2008.

▇▇. ▇▇▇▇ will consult for National Dentex Corporation for a one year period by providing consulting services to the CEO and/or the Board of Directors of National Dentex and will be compensated at a rate of $100,000, $50,000 of which will be paid on January 15, 2008 and $50,000 to be paid on July 15, 2008.

▇▇. ▇▇▇▇ and his wife, ▇▇▇▇ ▇▇▇▇, will have a continuation of Medical Benefits as follows:

Mr. and ▇▇▇. ▇▇▇▇ are both currently signed up for Medicare A. They will, within the appropriate timeframe, sign up for Medicare B.

Mr. and ▇▇▇. ▇▇▇▇ will apply for the Blue Cross Blue Shield Medex of Massachusetts Group Plan. National Dentex Corporation agrees that it will reimburse Mr. and ▇▇▇. ▇▇▇▇ for the premiums associated with Medicare B for the rest of their lives and National Dentex will pay the premiums for the Blue Cross Blue Shield of Massachusetts Group Medex Plan for the rest of their lives.

This Agreement is binding upon any successors to National Dentex Corporation.

Agreed and Accepted:		Agreed and Accepted:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
National Dentex Corporation
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇		▇▇▇▇▇▇ ▇. ▇▇▇▇
President and Chief Executive Officer
Dated: 1/2/08		Dated: 1/2/08