S-8

As filed with the Securities and Exchange Commission on November 17, 2010
Registration No. 333-_____

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

GRAYMARK HEALTHCARE, INC.

(Exact Name of Registrant as Specified in Its Charter)

	210 Park Avenue, Suite 1350
	Oklahoma City, Oklahoma 73102
OKLAHOMA	(405) 601-5300	20-0180812
(State of Incorporation)	(Address of Registrant’s principal executive	(I.R.S. Employer Identification No.)
	offices)(zip code)

Graymark Productions, Inc. 2003 Stock Option Plan
Graymark Productions, Inc. 2003 Non-Employee Stock Option Plan
Non-Qualified Stock Option Agreement with S. Edward Dakil
Non-Qualified Stock Option Agreement with Joseph Harroz, Jr.
Non-Qualified Stock Option Agreement with Mark R. Kidd
Non-Qualified Stock Option Agreement with Scott R. Mueller
Non-Qualified Stock Option Agreement with Stanton Nelson
Non-Qualified Stock Option Agreement with William R. Oliver
Non-Qualified Stock Option Agreement with John Simonelli
Non-Qualified Stock Option Agreement with Rick D. Simpson
Graymark Healthcare, Inc. 2008 Long-term Incentive Plan
(Full Title of the Plan)

Stanton Nelson
Chief Executive Officer
Graymark Healthcare, Inc.
210 Park Avenue, Ste. 1350
Oklahoma City, Oklahoma 73102
(405) 601-5300
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copy to:
Robert E. Puopolo, Esq.
Greenberg Traurig LLP
International Place
Boston, Massachusetts 02110
(617) 310-6033
Fax (617) 279-8433

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company þ

Calculation of Registration Fee

		Proposed Maximum		Proposed Maximum
Title of Securities	Amount to be	Offering Price		Aggregate		Amount of
to be Registered	Registered(1)(2)	Per Share(3)		Offering Price(3)		Registration Fee
Common Stock, par value $0.0001 per share	75,000 shares	$	1.17	$	87,750.00	$	6.26
	1,471 shares		1.70		2,500.70		0.18
	1,389 shares		1.80		2,500.20		0.18
	100,000 shares		2.30		230,000.00		16.40
	152,000 shares		3.75		570,000.00		40.64
	1,538 shares		6.50		9,997.00		0.71
	2,908,602 shares		1.315		3,824,811.63		272.71
	3,240,000 shares			$	4,727,559.53	$	337.08

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of common stock.
(2)	This Registration Statement relates to an aggregate of 3,240,000 shares of Common Stock, par value $0.0001 per share, of Graymark Healthcare, Inc. (“Common Stock”) available for issuance under the 2003 Stock Option Plan, 2003 Non-Employee Stock Option Plan, and the 2008 Long-term Incentive Plan and issuable under the individual stock option agreements listed (together with previous versions of such plans, the “Plans”); plus such indeterminate number of additional shares of Common Stock as may be required pursuant to the Plan in the event of a stock dividend, stock split, recapitalization or other similar event.
(3)	This estimate is made pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of determining the amount of the registration fee, based upon the average of the high and low sales prices for a share of Common Stock on November 12, 2010, as reported on the NASDAQ Capital Market.

TABLE OF CONTENTS

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
	Item 1. Plan Information*
	Item 2. Registrant Information and Employee Plan Annual Information*
PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption From Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
Exhibit 5.1
Exhibit 10.1
Exhibit 23.1

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information*

Item 2. Registrant Information and Employee Plan Annual Information*

* The documents containing the information specified in this Part I will be sent or given to employees, directors or others as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the Introductory Note to Part I of Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the Commission are incorporated by reference in this Registration Statement:

(a)	The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed with the Commission on March 31, 2010;
(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2009; and
(c)	Item 1 of Registration Statement of the Company on Form 8-A dated September 8, 2008.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing such documents. Any statement contained herein or in a document incorporated by reference or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that such statement is modified or superseded by any other subsequently filed document which is incorporated or is deemed to be incorporated by reference herein. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

As permitted by the provisions of the Oklahoma General Corporation Act, our Certificate of Incorporation (the “Certificate”) eliminates in certain circumstances the monetary liability of our directors for a breach of their fiduciary duty as directors. These provisions do not eliminate the liability of a director:

• for a breach of the director’s duty of loyalty to us or our shareholders;

• for acts or omissions by a director not in good faith or which involve intentional misconduct or a knowing violation of law;

• for liability arising under Section 1053 of the Oklahoma General Corporation Act (relating to the declaration of dividends and purchase or redemption of shares in violation of the Oklahoma General Corporation Act); or

• for any transaction from which the director derived an improper personal benefit.

In addition, these provisions do not eliminate liability of a director for violations of federal securities laws, nor do they limit our rights or the rights of our shareholders, in appropriate circumstances, to seek equitable remedies such as injunctive or other forms of non-monetary relief. Such remedies may not be effective in all cases.

Our Bylaws provide that we will indemnify our directors and officers. Under such provisions, any director or officer, who in his or her capacity as an officer or director, is made or threatened to be made, a party to any suit or proceeding, may be indemnified if the director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to our best interest. The Bylaws further provide that this indemnification is not exclusive of any other rights that an officer or director may be entitled. Insofar as indemnification for liabilities arising under the Bylaws or otherwise may be permitted to our directors and officers, we have been advised that in the opinion of the Securities and Exchange Commission indemnification is against public policy and is, therefore, unenforceable.

Furthermore, we have entered into indemnity and contribution agreements with each of our directors and executive officers. Under these indemnification agreements we have agreed to pay on behalf of the indemnitee, and his executors, administrators and heirs, any amount that he is or becomes legally obligated to pay because the indemnitee served as one of our directors or officers, or served as a director, officer, employee or agent of a corporation, partnership, joint venture, trust or other enterprise at our request or indemnitee was involved in any threatened, pending or completed action, suit or proceeding by us or in our right to procure a judgment in our favor by reason that the indemnitee served as one of our directors or officers, or served as a director, officer, employee or agent of a corporation, partnership, joint venture, trust or other enterprise at our request.

To be entitled to indemnification, indemnitee must have acted in good faith and in a manner that he reasonably believed to be in or not opposed to our best interests. In addition, no indemnification is required if the indemnitee is determined to be liable to us unless the court in which the legal proceeding was brought determines that the indemnitee was entitled to indemnification. The costs and expenses covered by these agreements include expenses of investigations, judicial or administrative proceedings or appeals, amounts paid in settlement, attorneys’ fees and disbursements, judgments, fines, penalties and expenses of enforcement of the indemnification rights.

We maintain insurance to protect our directors and officers against liability asserted against them in their official capacities for events occurring after September 1, 2008. This insurance protection covers claims and any related defense costs of up to $10,000,000 based on alleged or actual securities law violations, other than intentional dishonest or fraudulent acts or omissions, or any willful violation of any statute, rule or law, or claims arising out of any improper profit, remuneration or advantage derived by an insured director or officer. In addition, the insurance protection covers non-indemnifiable losses on individual directors and officers up to $5,000,000.

Item 7. Exemption From Registration Claimed

Not applicable.

Item 8. Exhibits

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement on Form S-8, which Exhibit Index is incorporated herein by reference.

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Oklahoma City, Oklahoma, on this 17th day of November, 2010.

GRAYMARK HEALTHCARE, INC.
By:	/s/ Stanton Nelson
	Stanton Nelson
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Stanton Nelson and Grant A. Christianson as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Each person listed below has signed this Registration Statement as an officer or director of Graymark Healthcare, Inc.

Signature	Title	Date
/s/ Stanton Nelson Stanton Nelson	Chief Executive Officer and Director (Principal Executive Officer)	November 17, 2010
/s/ Edward M. Carriero, Jr. Edward M. Carriero, Jr.	Chief Financial Officer (Principal Financial Officer)	November 17, 2010
/s/ Grant A. Christianson Grant A. Christianson	Chief Accounting Officer (Principal Accounting Officer)	November 17, 2010
/s/ Joseph Harroz, Jr. Joseph Harroz, Jr.	Director	November 17, 2010
/s/ S. Edward Dakil, M.D. S. Edward Dakil, M.D.	Director	November 17, 2010
/s/ Steven L. List Steven L. List	Director	November 17, 2010
/s/ Scott Mueller Scott Mueller	Director	November 17, 2010

EXHIBIT INDEX

Exhibit
Number	Description
3.1	Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1.1 of Registrant’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 14, 2008.
3.2	Amended and Restated Bylaws, incorporated by reference to Exhibit 3.2 of Registrant’s Quarterly Report on Form 10-Q as filed with the Commission on August 14, 2008.
4.1	Form of Certificate of Common Stock of Registrant, incorporated by reference to Exhibit 4.1 of Registrant’s Registration Statement on Form SB-2 (No. 333-111819) as filed with the Commission on January 9, 2004.
4.2	Graymark Productions, Inc. 2003 Stock Option Plan, incorporated by reference to Exhibit 10.5 of Registrant’s Registration Statement on Form SB-2 (No. 333-111819) as filed with the Commission on January 9, 2004.
4.3	Graymark Productions, Inc. 2003 Non-Employee Stock Option Plan, incorporated by reference to Exhibit 10.6 of Registrant’s Registration Statement on Form SB-2 (No. 333-111819) as filed with the Commission on January 9, 2004.
4.4	Graymark Healthcare, Inc. 2008 Long-term Incentive Plan adopted by Registrant on the effective date of October 29, 2008, is incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 9, 2008.
*5.1	Legal opinion from Greenberg Traurig, LLP
*10.1	Form of Non-Qualified Stock Option Agreement by and between Graymark Healthcare, Inc. and each of S. Edward Dakil, Joseph Harroz, Jr., Mark R. Kidd, Scott R. Mueller, Stanton Nelson, William R. Oliver, John Simonelli, and Rick D. Simpson.
*23.1	Consent of Eide Bailly LLP, as independent registered public accounting firm
23.2	Consent of Greenberg Traurig, LLP (contained in the opinion filed as Exhibit 5.1 to this Registration Statement)
24.1	Power of attorney (included on the signature page to this Registration Statement)

* Filed herewith.

EX-5.1

Exhibit 5.1

November 17, 2010

Graymark Healthcare, Inc.
210 Park Avenue, Suite 1350
Oklahoma City, OK 93102

Re: Securities Being Registered under Registration Statement on Form S-8

Ladies and Gentlemen:

This opinion letter is furnished to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 3,240,000 shares (the “Shares”) of Common Stock, $0.0001 par value per share, of Graymark Healthcare, Inc., an Oklahoma corporation (the “Company”), that may be issued pursuant to the Company’s 2003 Stock Option Plan (the “2003 Plan”), the Company’s 2008 Long-term Incentive Plan (the “2008 Plan”), and the Non-Qualified Stock Option Agreements between the Company and each of S. Edward Dakil, Joseph Harroz, Jr., Mark R. Kidd, Scott R. Mueller, Stanton Nelson, William R. Oliver, John Simonelli, and Rick D. Simpson (the “Options,” and together with the 2003 Plan and the 2008 Plan, the “Plans”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions expressed below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion expressed below is limited to the Oklahoma General Corporation Act (which includes applicable provisions of the Oklahoma Constitution and reported judicial decisions interpreting the Oklahoma General Corporation Act and the Oklahoma Constitution).

For purposes of the opinion expressed below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s Common Stock will be available for issuance when the Shares are issued.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,
 

/s/ Greenberg Traurig, LLP  

GREENBERG TRAURIG, LLP 

EX-10.1

EXHIBIT 10.1

FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT
GRAYMARK HEALTHCARE, INC.

This Non-Qualified Stock Option Agreement (this “Agreement”) is made and entered into this       day of                      2008, by and between Graymark Healthcare, Inc. (the “Company”) and                      (“Optionee”).

WHEREAS, the Board of Directors of the Company (the “Board”) on                     , 2008, authorized the grant of stock options (the “Options”) to Optionee that do not qualified under Section 422 of the Internal Revenue Code of 1986, as amended, upon the terms and conditions as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and representations herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Optionee hereby agree as follows:

1. Definitions. The capitalized terms used herein shall have the following meanings:

1.1 Board. The Board of Directors of the Company.

1.2 Common Stock. The common stock, $.0001 par value, of the Company.

1.3 Effective Date. The date on which this Agreement becomes effective or, in absence of a specific effective date, the date of execution of this Agreement.

1.4 Fair Market Value. The fair market value of the Common Stock on any particular day determined as follows: (i) if the Common Stock is listed or admitted for trading on any national securities exchange or the Capital Market of the Nasdaq Stock Market, Inc. (“NASDAQ”), the last sale price, or if no sale occurred, the mean between the closing high bid and low asked quotations, for such day of the Stock on the principal securities exchange on which shares of Stock are listed; (ii) if Stock is not traded on any national securities exchange or the Capital Market of NASDAQ, but is quoted on the Over-the-Counter Bulletin Board or its Automated Quotation System of the Financial Industry Regulatory Association (“FINRA’) or any similar system of automated dissemination of quotations or securities prices in common use, the mean between the closing high bid and low asked quotations for such day of the Stock on such system; (iii) if neither clause (i) nor (ii) is applicable, the mean between the high bid and low asked quotations for the Stock as reported by the National Daily Quotation Bureau, Incorporated if at least two securities dealers have inserted both bid and asked quotations for shares of the Stock on at least five (5) of the ten (10) preceding days; (iv) in lieu of the above, if actual transactions in the shares of Stock are reported on a consolidated transaction reporting system, the last sale price of the shares of Stock on such system; or (v) if none of the conditions set forth above is met, the fair market value of shares of Stock as determined by the Board. Provided, for purposes of determining “fair market value” of the Common Stock, such value shall be determined without regard to any restriction other than a restriction which will never lapse.

1.5 Immediate Family. Any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.

1.6 Mature Common Stock. Common Stock of the Company that has been held by the Optionee for not less than six months and during such period has not been subject to any type of forfeiture or restriction on transfer (other than restrictions under applicable securities laws) on the date of exercise of the Options granted hereunder and is delivered in payment, in whole or in part, of the aggregate Option Price of Options exercised pursuant to this Agreement.

1.7 Options. The option rights exercisable for the purchase of the Common Stock granted to the Optionee pursuant to this Agreement.

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1.8 Option Price. The price at which shares of Common Stock may be purchased by the Optionee pursuant to exercise of the Options granted hereunder.

1.9 Personal Representative. The person designated in the will and/or such other documents deemed acceptable to the Board as the executor or administrator of the estate of the Optionee.

2. Option Grant. The Company hereby grants the Optionee, on the Effective Date, the Options to purchase 15,000 shares of Common Stock to be issued upon exercise thereof as fully paid and nonassessable at any time during the period commencing six months following the date hereof through                     , 2013 at an Option Price of $3.75 per share.

3. Termination of Option. The Options or any unexercised portion thereof shall terminate on expiration of the period during which the Options or any portion thereof may be exercised.

4. Manner of Exercise. The Options may be exercised in whole or in part, at any time after such Options or any portion thereof becomes exercisable, by giving written notice to the Secretary of the Company, or other officer designated by the Board, at the Company’s main office. Such notice shall state the number of shares of Common Stock with respect to which the Options or any portion thereof is being exercised and shall specify a date, not less than five nor more than 10 days after the date of such notice, as the date on which the shares will be taken up and payment made therefor in cash, if applicable, at the principal offices of the Company. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, then the date for delivery of such shares against payment therefor shall be extended for the period necessary to take such action. In the event of any failure to take up and pay for the number of shares specified in such notice on the date set forth therein, subject to such date being extended as provided above, the exercise of the Options shall terminate as though not exercised with respect to such number of shares, and shall continue with the remaining shares covered by this Agreement and not yet acquired by exercise of the Options or any portion thereof.

5. Payment of Purchase Price. Payment of the Option Price for shares of Common Stock purchased pursuant to this Agreement shall be made by (i) payment in cash or check made payable to the Company or (ii) delivery to the Company of shares of Mature Common Stock, or (iii) a combination of the foregoing. If Optionee elects to pay for all or part of the shares of Common Stock purchasable upon exercise of the Options by delivery of Mature Common Stock, a share certificate or certificates, together with a duly executed stock power authorizing the transfer of such shares to the Company, shall be delivered to the Company with the notice of exercise. In the event the number of such shares of Mature Common Stock delivered for credit and payment against the aggregate Option Price of the exercised Options have a Fair Market Value less than the full purchase price, Optionee shall pay in cash or by check the difference between the Fair Market Value of the Common Stock to be conveyed to the Company and the full aggregate Option Price. In the event the share certificate delivered is for a number of shares of Mature Common Stock in excess of that number to be conveyed to the Company for credit against the aggregate Option Price, the Company cause to be issued to the Optionee a new share certificate representing the number of shares in excess of the nearest whole number of shares having a Fair Market Value not in excess of the amount required to pay the full aggregate Option Price. No fractional shares of Common Stock shall be accepted in payment, or reissued, by the Company under the provisions of this Section.

6. Delivery of Shares. No shares of Common Stock shall be delivered upon exercise of the Options or any portion thereof until (i) the purchase price shall have been paid in full in the manner provided herein, (ii) applicable taxes, if any, required to be withheld have been paid or withheld in full, (iii) approval of any government authority required in connection with the Options, or the issuance of the Common Stock hereunder, has been received by the Company, and (iv) if required by the Board, Optionee has delivered to the Board evidence satisfactory to the Company, that any action or actions required of the Optionee under Section 13 hereof have been taken.

7. No Employment Rights. Nothing in this Agreement shall confer upon the Optionee any rights to become or be or continue to be an employee or consultant of the Company or of any of its subsidiaries, or interfere in any

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way with the right of the Company to terminate the Optionee as a director, employee or consultant of the Company at any time.

8. Shareholder Rights. Optionee shall not have a right as a shareholder with respect to any shares of Common Stock subject to the Options prior to the purchase of such shares of Common Stock by exercise of the Options.

9. Non-Transferability of Option. Except as otherwise herein provided, the Options shall not be transferable other than (i) by will or the laws of descent and distribution, (ii) to members of the Immediate Family of Optionee, or (iii) an individual retirement account maintained for the benefit of Optionee. Except as provided hereinabove, the Options may not be assigned, transferred, pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of the Options contrary to the provisions hereof shall be null and void and without effect.

10. Exercise by the Personal Representative of Optionee. In the event of the death or disability of the Optionee during any period that the Options or any portion thereof is exercisable by the Optionee, the Personal Representative of the Optionee may exercise the Options if otherwise exercisable.

11. Right to Exercise upon Company Ceasing to Exist. In the event the Options or any portion thereof shall not be exercisable in the further event of the dissolution or liquidation of the Company or any merger, consolidation or combination in which the Company is not the surviving corporation, the Optionee shall have the right immediately prior to such dissolution, liquidation, merger, consolidation or combination, as the case may be, to exercise, in whole or in part, the then remaining unexercised portion of the Options whether or not then exercisable, but limited to that number of shares of Common Stock that can be acquired without causing the Optionee to have an “excess parachute payment” as determined under Section 280G of the Code determined by taking into account all of the Optionee’s “parachute payments” determined under Section 280G of the Code. Provided, the foregoing notwithstanding, after the Optionee has been afforded the opportunity to exercise the then exercisable Options or any portion thereof as provided herein, and to the extent the Options or any portion thereof is not timely exercised as provided herein, then, the terms and provisions of this Agreement will thereafter continue in effect, and the Optionee will be entitled to exercise any such remaining and unexercised portion of the Options in accordance with the terms and provisions of this Agreement as such Options or portion thereafter shall be or becomes exercisable. Provided further, for the purposes of this provision, if any merger, consolidation or combination occurs in which the Company is not the surviving corporation and is the result of a mere change in the identity, form, or place of organization of the Company accomplished in accordance with Section 368(a)(1)(F) of the Code, such event shall not cause an acceleration of the exercisability of the Options or any portion thereof granted hereunder.

12. Adjustments upon Changes in Capitalization. The aggregate number of shares of Common Stock for which the Options are exercisable hereunder, the Option Price and the total number of shares of Common Stock that may be purchased by the Optionee upon exercise of the Options or any portion thereof shall be appropriately adjusted by the Board to reflect any recapitalization, stock split, merger, consolidation, reorganization, combination, liquidation, stock dividend or similar transaction involving the Company, except that a dissolution or liquidation of the Company or a merger or consolidation in which the Company is not the surviving or the resulting corporation, shall cause the Options granted hereunder to terminate upon the effective date of such dissolution, liquidation, merger or consolidation. Provided, that for the purposes of hereof, if any merger, consolidation or combination occurs in which the Company is not the surviving corporation and is the result of a mere change in the identity, form or place of organization of the Company accomplished in accordance with Section 368(a)(1)(F) of the Code, such event will not cause a termination.

13. Transferability of Shares of Common Stock. In the event a registration statement with respect to the issuance of shares of Common Stock to the Optionee upon the exercise of the Options or any portion thereof is not in effect at the time of such issuance of shares by the Company at the time of the proposed transfer of the Common Stock, Optionee shall not offer, sell, hypothecate, transfer or otherwise dispose of any of the shares of Common Stock issued pursuant to the exercise of the Options or any portion thereof unless either (i) a registration statement with respect to such shares of Common Stock is then in effect under the Securities Act of 1933, as amended (the “Act”), and any applicable

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state securities laws, and such offer, sale, transfer or other disposition is accompanied by a prospectus relating to such registration statement and meeting the requirements of Section 10 of the Act; or (ii) counsel satisfactory to the Company renders a reasonable opinion in writing and addressed to the Company and its counsel, that, in the opinion of counsel, such proposed offer, sale, transfer or other disposition of such shares of Common Stock is exempt from the provisions of Section 5 of the Act and the applicable state securities laws in view of the circumstances of such proposed offer, sale, transfer or other disposition.

14. Federal and State Taxes. Upon exercise of the Options, in whole or in part, the Optionee may incur certain liabilities for federal, state or local taxes and the Company may be required to withhold such taxes for payment to the applicable taxing authorities. Upon determination by the Company of the amount of taxes required to be withheld, if any, with respect to the shares to be issued pursuant to the Options or any portion thereof, Optionee shall either pay to the Company in cash or by check an amount equal to the taxes required to be paid on such transaction or Optionee shall authorize the Company to withhold from amounts owing by the Company to Optionee an amount equal to the amount of federal, state or local taxes required to be withheld with respect to the shares to be issued upon exercise of the Options or the portion thereof.

Optionee’s authorization of the Company to withhold taxes pursuant to this Section 14 shall be in such form and content deemed acceptable to the Company. Payment or authorization shall be completed prior to the delivery of any shares of Common Stock pursuant to this Agreement. An authorization to withhold taxes pursuant to this Section 14 shall be irrevocable unless and until the tax liability of Optionee has been fully paid.

15. Binding Effect. This Stock Option Agreement shall be binding upon and shall inure to the benefit of any successor in interest of the Company, and, to the extent herein provided and as provided in the Plan, shall be binding upon and inure to the benefit of Optionee’s Personal Representative, heirs and successors in interest.

16. Amendments. This Agreement may be amended only by a written agreement executed by the Company and the Optionee if the amendment will cancel, reduce or otherwise alter the Options granted hereunder, and in such event, any such amendment shall only be made upon the mutual consent of the parties hereto, which consent (of either party) may be withheld for any reason.

THIS AGREEMENT is executed on the date first above written.

“Company”	GRAYMARK HEALTHCARE, INC.
	By:
“Optionee”

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee, Board of Directors and
Shareholders of Graymark Healthcare, Inc.

We consent to the incorporation by reference in the registration statement on Form S-8 of Graymark Healthcare, Inc. of our report dated March 31, 2010, with respect to the consolidated balance sheets of Graymark Healthcare, Inc. as of December 31, 2009 and 2008, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the years then ended, which report appears in the December 31, 2009 annual report on Form 10-K of Graymark Healthcare, Inc.

/s/ Eide Bailly LLP

Greenwood Village, CO
November 17, 2010