Exhibit 10.3

June 29, 2005

PETER BARNETT
Star Ranch Dental Spa
5933 West Parker Road
Suite 500
Plano, TX  75093

Dear PETER BARNETT:

Pursuant to the terms and conditions of the company’s 1996 COLLAGENEX STOCK OPT PLAN (the “Plan”), you have been granted a Non-Qualified Stock Option to purchase 12,000 shares (the “Option”) of stock as outlined below.

Granted To:	PETER BARNETT
Grant Date:	May 25, 2005
Options Granted:	12,000
Option Price per Share:	$4.5800                          Total Cost to Exercise: $54,960.0000
Expiration Date:	May 25, 2015
Vesting Schedule:	25% per year for 4 years
	3,000 on 05/25/2006
	3,000 on 05/25/2007
	3,000 on 05/25/2008
	3,000 on 05/25/2009

By my signature below, I hereby acknowledge receipt of this Option granted on the date shown above, which has been issued to me under the terms and conditions of the Plan.  I further acknowledge receipt of the copy of the Plan and agree to conform to all of the terms and conditions of the Option and the Plan.

Signature:	/s/  PETER BARNETT	Date:  July 7, 2005
	PETER BARNETT

Note: If there are any discrepancies in the name or address shown above,
please make the appropriate corrections on this form.

41 University Drive, Newtown, PA 18940
215-579-7388 (voice) • 215-579-8577 (fax)