GENTLE DENTAL SERVICE CORPORATION
                            1993 STOCK INCENTIVE PLAN

     1. Purpose. The purpose of this 1993 Stock Incentive Plan (the "Plan") is
to enable Gentle Dental Service Corporation (the "Company") to attract and
retain experienced and able directors, officers, employees and other key
contributors and to provide an additional incentive to these individuals to
exert their best efforts for the Company and its shareholders.

     2. Administration.

          2.1 Board of Directors. The Plan shall be administered by the board of
directors of the Company (the "Board of Directors"), which shall determine and
designate from time to time the persons to whom grants and awards shall be made
and the amounts, terms and conditions of those grants and awards. Subject to the
provisions of the Plan, the Board of Directors may from time to time adopt or
amend rules and regulations relating to administration of the Plan, and the
interpretation and construction of the provisions of the Plan by the Board of
Directors shall be final and conclusive. Whenever the operation of the Plan
requires that the fair market value of the Company's Common Stock be determined,
the fair market value shall be determined by, or in a manner approved by, the
Board of Directors.

          2.2 Committee. The Board of Directors may delegate to a committee of
the Board of Directors or a senior executive officer of the Company, or both
(the "Committee") any or all authority for administration of the Plan. If
authority is delegated to a Committee, all references to the Board of Directors
in the Plan shall mean and relate to the Committee except (i) as otherwise
provided by the Board of Directors, and (ii) that only the Board of Directors
may amend or terminate the Plan as provided in paragraphs 5 and 11.

     3. Eligibility. Grants and awards may be made under the Plan to directors,
officers, and key employees of the Company or any parent or subsidiary of the
Company, and other key individuals such as consultants to the Company who the
Board of Directors believes have made or will make an essential contribution to
the Company; provided, however, that only employees of the Company shall be
eligible to receive Incentive Stock Options under the Plan.

     4. Shares Subject to the Plan. Subject to paragraph 9, an aggregate of
1,000,000 shares of Common Stock of the Company may be issued under the Plan (i)
upon exercise of options and stock appreciation rights granted under the Plan,
(ii) as bonuses under the Plan and (iii) pursuant to sales under the Plan. If
any option under the Plan or stock appreciation right granted without a related
option expires or is cancelled or terminated and is unexercised in whole or in
part, the shares allocable to the unexercised portion shall again become
available for awards under the Plan, except that shares that are issued on
exercise of a stock appreciation right that were allocable to an option, or
portion thereof, surrendered in connection with the exercise of the stock
appreciation right shall not again become available for awards under the Plan.
If
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Common Stock sold or awarded as a bonus under the Plan is forfeited to the
Company or repurchased by the Company pursuant to applicable restrictions, the
number of shares forfeited or repurchased shall again be available under the
Plan. Common Stock issued under the Plan may be subject to such restrictions on
transfer, repurchase rights or other restrictions as are determined by the Board
of Directors. The certificates representing such Common Stock shall bear such
legends as are determined by the Board of Directors.

     5. Effective Date and Duration of Plan.

          5.1 Effective Date. The Plan shall become effective when adopted by
the Board of Directors (the "Effective Date"), but no option shall become
exercisable until the Plan is approved by a vote of the shareholders of the
Company entitled to vote thereon. Subject to this limitation, options and stock
appreciation rights may be granted and Common Stock may be awarded as bonuses or
sold under the Plan at any time after the Effective Date and before termination
of the Plan.

          5.2 Duration of the Plan. The Plan shall continue until, in the
aggregate, options and stock appreciation rights have been granted and exercised
and Common Stock has been awarded as bonuses or sold and the restrictions on any
such Common Stock have lapsed with respect to all shares subject to the Plan
under paragraph 4 (subject to any adjustments under paragraph 9), provided,
however, that unless sooner terminated by the Board of Directors, the Plan shall
terminate on, and no option or stock appreciation right or bonus right shall be
granted and no Common Stock shall be awarded as a bonus or sold under the Plan
on or after, the tenth anniversary of the Effective Date. The Board of Directors
may suspend or terminate the Plan at any time except with respect to options,
stock appreciation rights and bonus rights, and Common Stock subject to
restrictions then outstanding under the Plan. Termination shall not affect any
right of the Company to repurchase shares or the forfeitability of shares issued
under the Plan.

     6. Grants, Awards and Sales.

          6.1 Type of Security. The Board of Directors may, from time to time,
take the following actions, separately or in combination, under the Plan: (i)
grant Incentive Stock Options, as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"); (ii) grant options other than Incentive
Stock Options (hereinafter "Non-Statutory Stock Options"); (iii) grant stock
appreciation rights or bonus rights; (iv) award bonuses of Common Stock; and (v)
sell Common Stock subject to restrictions. The Board of Directors shall specify
the action taken with respect to each person granted, awarded or sold any option
or Common Stock under the Plan and shall specifically designate each option
granted under the Plan as an Incentive Stock Option or a Non-Statutory Stock
Option. At the discretion of the Board of Directors, an individual may be given
an election to surrender an award in exchange for the grant of a new award. No
employee may be granted options or stock appreciation rights under the Plan for
more than an aggregate of 150,000 shares of Common Stock in connection with the
hiring of the employee or 75,000 shares of Common Stock in any calendar year
otherwise.

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          6.2 General Rules Relating to Options.

               6.2.1 Time of Exercise. Except as provided in paragraph 8,
options granted under the Plan may be exercised over the period stated in each
option in amounts and at times prescribed by the Board of Directors and stated
in the option, provided that (i) no option granted under the Plan may become
exercisable at a rate of less than 20 percent per year over the first five years
of the option, and (ii) options shall not be exercised for fractional shares. If
the optionee does not exercise an option in any period with respect to the full
number of shares to which the optionee is entitled in that period, the
optionee's rights shall be cumulative and the optionee may purchase those shares
in any subsequent period during the term of the option.

               6.2.2 Option Price. The option price per share of each option
granted under the Plan shall be determined by the Board of Directors, but shall
not be less than 85 percent of the fair market value of the shares covered by
the option on the date the option is granted. With respect to options granted to
optionees possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of any parent or subsidiary of
the Company (a "Ten Percent Owner"), the option price per share shall not be
less than one hundred ten percent (110%) of the fair market value on the date
the option is granted.

               6.2.3 Duration of Options. Subject to paragraph 8, each option
granted under the Plan shall continue in effect for the period fixed by the
Board of Directors, except that no option granted under the Plan shall be
exercisable after the expiration of 10 years from the date it is granted. No
option granted to a Ten Percent Owner shall be exercisable after the expiration
of five (5) years from the date such option is granted.

               6.2.4 Purchase of Shares. Shares may be purchased or acquired
pursuant to an option granted under the Plan only on receipt by the Company of
notice in writing from the optionee of the optionee's intention to exercise,
specifying the number of shares the optionee desires to purchase and the date on
which the optionee desires to complete the transaction, which may not be more
than 30 days after receipt of the notice, and, unless in the opinion of counsel
for the Company such a representation is not required to comply with the
Securities Act of 1933, as amended, containing a representation that it is the
optionee's intention to acquire the shares for investment and not with a view to
distribution. Unless otherwise determined by the Board of Directors, on or
before the date specified for completion of the purchase, the optionee must have
paid the Company the full purchase price in cash, including cash that may be the
proceeds of a loan from the Company, in shares of Common Stock previously
acquired by the optionee valued at fair market value, or in any combination of
cash and shares of Common Stock. No shares shall be issued until full payment
therefor has been made. Each optionee who has exercised an option shall, on
notification of the amount due, if any, and prior to or concurrently with
delivery of the certificates representing the shares for which the option was
exercised, pay to the Company amounts necessary to satisfy any applicable
federal, state and local withholding tax requirements. If additional withholding
becomes required beyond any amount deposited before delivery of the
certificates, the optionee shall pay such amount to the Company on

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demand. If the employee fails to pay the amount demanded, the Company shall have
the right to withhold that amount from other amounts payable by the Company to
the optionee, including salary, subject to applicable law.

          6.3 Incentive Stock Options. Incentive Stock Options shall be subject
to the following additional terms and conditions:

               6.3.1 Limitation on Amount of Grants. No employee may be granted
Incentive Stock Options under the Plan such that the aggregate fair market
value, on the date of grant, of the Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by that employee during any
calendar year, under the Plan and under any other incentive stock option plan
(within the meaning of section 422 of the Code) of the Company or any parent or
subsidiary of the Company, exceeds $100,000.

               6.3.2 Option Price. The option price per share under each option
granted under the Plan shall be determined by the Board of Directors in
accordance with paragraph 6.2.2, but the option price with respect to an
Incentive Stock Option shall be not less than 100 percent of the fair market
value of the shares covered by the option on the date the option is granted.

          6.4 Stock Bonuses. Common Stock awarded as a bonus shall be subject to
the terms, conditions and restrictions determined by the Board of Directors at
the time the Common Stock is awarded as a bonus. The Board of Directors may
require the recipient to sign an agreement as a condition of the award, but may
not require the recipient to pay any money consideration except as provided in
the last sentence of this paragraph. The agreement may contain such terms,
conditions, representations and warranties as the Board of Directors may
require. The Company may require any recipient of a Common Stock bonus to pay to
the Company amounts necessary to satisfy any applicable federal, state or local
tax withholding requirements prior to delivery of certificates. If the recipient
fails to pay the amount demanded, the Company may withhold that amount from
other amounts payable by the Company to the recipient, including salary or fees
for services, subject to applicable law. With the consent of the Board of
Directors, a recipient may deliver Common Stock to the Company to satisfy this
withholding obligation.

          6.5 Restricted Stock. The Board of Directors may issue shares of
Common Stock under the Plan for such consideration (including promissory notes
and services) as determined by the Board of Directors in accordance with the law
and with such restrictions concerning transferability, repurchase by the
Company, or forfeiture as determined by the Board of Directors. If shares of
Common Stock are subject to repurchase by the Company at the original purchase
price upon termination of employment of the recipient, such right of repurchase
shall lapse at a rate of no less than twenty percent (20%) per year over five
years from the date the shares are granted. All shares of Common Stock issued
pursuant to this paragraph 6.5 shall be subject to a purchase agreement, which
shall be executed by the Company and the prospective recipient of the Common
Stock prior to the delivery of certificates

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representing such shares to the recipient. Subject to the terms of the Plan, the
purchase agreement shall contain such terms and conditions and representations
and warranties as the Board of Directors shall require. The Company may require
any purchaser of restricted stock to pay to the Company in cash upon demand
amounts necessary to satisfy any applicable federal, state or local tax
withholding requirements. If the purchaser fails to pay the amount demanded, the
Company may withhold that amount from other amounts payable by the Company to
the purchaser, including salary, subject to applicable law. With the consent of
the Board of Directors, a purchaser may deliver Common Stock to the Company to
satisfy this withholding obligation.

          6.6 Stock Appreciation Rights.

               6.6.1 Description. Each stock appreciation right shall entitle
the holder, on exercise, to receive from the Company in exchange therefor an
amount equal in value to the excess of the fair market value on the date of
exercise of one share of Common Stock over its fair market value on the date of
grant (or, in the case of a stock appreciation right granted in connection with
an option, the option price per share under the option to which the stock
appreciation right relates), multiplied by the number of shares covered by the
stock appreciation right or the option, or portion thereof, that is surrendered.

               6.6.2 Exercise. A stock appreciation right shall be exercisable
only at the time or times established by the Board of Directors. If a stock
appreciation right is granted in connection with an option, then it shall be
exercisable only to the extent and on the same conditions that the related
option is exercisable. Upon exercise of a stock appreciation right, any option
or portion thereof to which the stock appreciation right relates must be
surrendered unexercised.

               6.6.3 Payment. Payment by the Company upon exercise of a stock
appreciation right may be made in shares of Common Stock valued at fair market
value, or in cash, or partly in Common Stock and partly in cash, as determined
by the Board of Directors. No fractional shares shall be issued upon exercise of
a stock appreciation right. In lieu thereof, cash may be paid in an amount equal
to the value of the fraction or, in the discretion of the Board of Directors,
the number of shares may be rounded to the next whole share.

               6.6.4 Adjustment. In the event of any adjustment pursuant to
paragraph 9 in the number of shares of Common Stock subject to an option granted
under the Plan, any stock appreciation right granted hereunder in connection
with such option shall be proportionately adjusted.

               6.6.5 Withholding. Each participant who has exercised a stock
appreciation right shall, upon notification of the amount due, pay to the
Company in cash amounts necessary to satisfy any applicable federal, state and
local tax withholding requirements. If the participant fails to pay the amount
demanded, the Company may withhold that amount from other amounts payable by the
Company to the participant including salary, subject to

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applicable law. With the consent of the Board of Directors a participant may
satisfy this obligation, in whole or in part, by having the Company withhold
from any shares to be issued upon the exercise that number of shares that would
satisfy the withholding amount due or by delivering Common Stock to the Company
to satisfy the withholding amount.

          6.7 Cash Bonus Rights.

               6.7.1 Grant. The Board of Directors may grant bonus rights under
the Plan in connection with (i) an option or stock appreciation right granted or
previously granted, (ii) Common Stock awarded, or previously awarded, as a bonus
and (iii) Common Stock sold, or previously sold, under the Plan. Bonus rights
will be subject to rules, terms and conditions as the Board of Directors may
prescribe.

               6.7.2 Bonus Rights in Connection with Options and Stock
Appreciation Rights. A bonus right granted in connection with an option will
entitle an optionee to a cash bonus when the related option is exercised (or is
surrendered in connection with the exercise of a stock appreciation right
related to the option) in whole or in part. A bonus right granted in connection
with a stock appreciation right will entitle the holder to a cash bonus when the
stock appreciation right is exercised. Upon exercise of an option, the amount of
the bonus shall be determined by multiplying the excess of the total fair market
value of the shares to be acquired upon the exercise over the total option price
for the shares by the applicable bonus percentage. Upon exercise of a stock
appreciation right, the bonus shall be determined by multiplying the total fair
market value of the shares or cash received pursuant to the exercise of the
stock appreciation right by the applicable bonus percentage. The bonus
percentage applicable to a bonus right shall be determined from time to time by
the Board of Directors but shall in no event exceed 100 percent.

               6.7.3 Bonus Rights in Connection with Stock Bonus. A bonus right
granted in connection with Common Stock awarded as a bonus will entitle the
person awarded such Common Stock to a cash bonus either at the time the Common
Stock is awarded or at such time as restrictions, if any, to which the Common
Stock is subject lapse. If Common Stock awarded is subject to restrictions and
is repurchased by the Company or forfeited by the holder, the bonus right
granted in connection with such Common Stock shall terminate and may not be
exercised. The amount of cash bonus to be awarded and the time such cash bonus
is to be paid shall be determined from time to time by the Board of Directors.

               6.7.4 Bonus Rights in Connection with Stock Purchase. A bonus
right granted in connection with Common Stock purchased hereunder (excluding
Common Stock purchased pursuant to an option) shall terminate and may not be
exercised in the event the Common Stock is repurchased by the Company or
forfeited by the holder pursuant to restrictions applicable to the Common Stock.
The amount of cash bonus to be awarded and the time such cash bonus is to be
paid shall be determined from time to time by the Board of Directors.

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     7. Nontransferability. Each option, stock appreciation right, or cash bonus
right granted under the Plan by its terms shall be nonassignable and
nontransferable by the holder except by will or by the laws of descent and
distribution of the state or country of the holder's domicile at the time of
death, and each option, stock appreciation right or cash bonus right by its
terms shall be exercisable during the holder's lifetime only by the holder.

     8. Termination of Employment.

          8.1 Retirement or General Termination. Unless otherwise determined by
the Board of Directors, if an employee's employment by the Company or any parent
or subsidiary of the Company is terminated by retirement or for any reason other
than in the circumstances specified in 8.2 below, any option, stock appreciation
right or cash bonus right held by the employee may be exercised at any time
prior to its expiration date or the expiration of three months after the date of
the termination, whichever is the shorter period, but only if and to the extent
the employee was entitled to exercise the option, stock appreciation right or
cash bonus right on the date of termination. Transfer of an employee by the
Company or any parent or subsidiary of the Company to the Company or any parent
or subsidiary of the Company shall not be considered a termination for purposes
of the Plan.

          8.2 Death or Disability. Unless otherwise determined by the Board of
Directors, if an employee's employment by the Company or any parent or
subsidiary of the Company is terminated because of death or physical disability
(within the meaning of section 22(e)(3) of the Code), any option, stock
appreciation right or cash bonus right held by the employee may be exercised at
any time prior to its expiration date or the expiration of one year after the
date of termination, whichever is the shorter period, for the greater of (a) the
number of remaining shares for which the employee was entitled to exercise the
option, stock appreciation right or cash bonus right on the date of termination
or (b) the number of remaining shares for which the employee would have been
entitled to exercise the option, stock appreciation right or cash bonus right if
such option or right had been 50 percent exercisable on the date of termination.
If an employee's employment is terminated by death, any option, stock
appreciation right or cash bonus right held by the employee shall be exercisable
only by the person or persons to whom the employee's rights under the option,
stock appreciation right or cash bonus right pass by the employee's will or by
the laws of descent and distribution of the state or country of the employee's
domicile at the time of death.

          8.3 Termination of Unexercised Rights. To the extent an option, stock
appreciation right or cash bonus right held by any deceased employee or by any
employee whose employment is terminated is not exercised within the limited
periods provided above or otherwise provided by the Board of Directors, all
further rights to exercise the option, stock appreciation right or cash bonus
right shall terminate at the expiration of such periods.

          8.4 Termination of Non-Employees. With respect to options, stock
appreciation rights and cash bonus rights granted to persons who are not
employees of the

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Company, the Board of Directors may establish provisions relating to the
termination of those persons' status with the Company.

     9. Changes in Capital Structure. If the outstanding shares of Common Stock
are increased or decreased or changed into or exchanged for a different number
or kind of shares or other securities of the Company or of another corporation,
by reason of any reorganization, merger, consolidation, plan of exchange,
recapitalization, reclassification, stock split-up, combination of shares, or
dividend payable in shares, appropriate adjustment shall be made by the Board of
Directors in the number and kind of shares for the purchase of which options or
stock appreciation rights may be granted and for which Common Stock may be
awarded as bonuses or sold subject to restrictions under the Plan. In addition,
the Board of Directors shall make appropriate adjustments in the number and kind
of shares as to which outstanding options, or portions thereof then unexercised,
shall be exercisable, and the number and kind of shares covered by outstanding
stock appreciation rights to the end that each optionee's proportionate interest
shall be maintained as before the occurrence of such event. Adjustments in
outstanding options shall be made without change in the total price applicable
to the unexercised portion of any option and with a corresponding adjustment in
the option price per share. Adjustments in outstanding stock appreciation rights
shall be made without change in their total value. Any such adjustment made by
the Board of Directors shall be conclusive. In the event of dissolution or
liquidation of the Company or a merger, consolidation, or plan of exchange
affecting the Company, in lieu of making adjustments as provided for above in
this paragraph 9, the Board of Directors may, in its sole discretion, provide a
30-day period immediately preceding the event during which optionees shall have
the right to exercise options or stock appreciation rights to the extent options
are exercisable at such time. Upon the expiration of such 30-day period all
unexercised options shall be terminated and optionees shall have no further
rights to acquire shares.

     10. Corporate Mergers, Acquisitions, Etc. The Board of Directors may also
grant options and stock appreciation rights having terms and provisions which
vary from those specified in this Plan, provided that any options and stock
appreciation rights granted pursuant to this section are granted in substitution
for, or in connection with the assumption of, existing options and stock
appreciation rights granted by another corporation and assumed or otherwise
agreed to be provided for by the Company pursuant to or by reason of a
transaction involving a corporate merger, consolidation, acquisition of property
or stock, separation, reorganization or liquidation to which the Company or a
subsidiary is a party.

     11. Amendment of Plan. The Board of Directors may at any time and from time
to time modify or amend the Plan in such respects as it deems advisable because
of changes in the law while the Plan is in effect or for any other reason. After
the Plan has been approved by the shareholders and except as provided in
paragraph 9, however, no change in an option or stock appreciation right already
granted to any person shall be made without the written consent of such person.
Furthermore, unless approved by the shareholders of the Company entitled to vote
thereon, no amendment or change shall be made in the Plan (a) increasing the
total number of

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shares that may be issued under the Plan, or (b) changing the class of persons
eligible to receive options under the Plan.

     12. Approvals. The obligations of the Company under the Plan are subject to
the approval of state and federal authorities or agencies with jurisdiction in
the matter. The Company will use its best efforts to take steps required by
state or federal law or applicable regulations, including rules and regulations
of the Securities and Exchange Commission in connection with the granting of any
option or the issuance or sale of any shares under the Plan. The foregoing
notwithstanding, the Company shall not be obligated to issue or deliver shares
of Common Stock under the Plan if the Company is advised by its legal counsel
that such issuance or delivery would violate applicable state or federal laws.

     13. Employment Rights. Nothing in the Plan or any grant pursuant to the
Plan shall confer on any employee any right to be continued in the employment of
the Company or any parent or subsidiary of the Company or shall interfere in any
way with the right of the Company or any parent or subsidiary of the Company by
whom such employee is employed to terminate such employee's employment at any
time, with or without cause.

     14. Rights as a Shareholder. A holder of an option or a stock appreciation
right, a recipient of Common Stock awarded as a bonus, or a purchaser of Common
Stock shall have no rights as a shareholder with respect to any shares covered
by any option, stock appreciation right, bonus award, or stock purchase
agreement until the date of issue of a stock certificate to him or her for such
shares. Except as otherwise provided in the Plan, no adjustment shall be made
for dividends or other rights for which the record date is prior to the date
such stock certificate is issued.

     15. Information. The Company will provide all recipients of grants or
awards under Plan with financial statements of the Company on at least an annual
basis.

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