Exhibit 4.1.11

             AMENDMENT NO. 9 TO CREDIT AGREEMENT AND CONSENT TO MERGER
                             (1999 Credit Agreement)

         This AMENDMENT NO. 9 TO CREDIT AGREEMENT AND CONSENT, effective as of
December 31, 2002 (this "Consent"), is entered into by GENTLE DENTAL SERVICE
CORPORATION, a Washington corporation ("Dental Service"), GENTLE DENTAL
MANAGEMENT, INC., a Delaware corporation ("Dental Management") (Dental Service
and Dental Management, each a "Borrower" and collectively, the "Borrowers"), the
Guarantors (as hereinafter defined) and the Lenders (as hereinafter defined).
Reference is hereby made to that certain AMENDED AND RESTATED CREDIT AGREEMENT
dated as of June 15, 1999 (as heretofore amended and as may be further amended,
modified or supplemented from time to time the "Credit Agreement"), among Dental
Service, Dental Management, the Guarantors named therein, the financial
institutions from time to time party thereto (collectively, the "Lenders"), BNY
ASSET SOLUTIONS LLC (as successor administrative agent to Union Bank of
California, N.A.), as administrative agent for the Lenders (in such capacity,
the "Administrative Agent"), and JPMORGAN CHASE BANK, formerly known as THE
CHASE MANHATTAN BANK, as syndication agent for the Lenders (in such capacity,
the "Syndication Agent").

         WHEREAS, Dental Management is planning to merge with and into Dental
Service with Dental Service being the surviving entity (the "Merger");

         WHEREAS, in connection with the Merger, Dental Service will change its
name to Interdent Service Corporation (the "Name Change");

         WHEREAS, the Borrowers have requested that the Lenders consent to the
Merger and the Name Change;

         WHEREAS, the Borrowers have requested, and the Lenders have agreed, to
amend the Credit Agreement to reflect the Merger and the Name Change;

         WHEREAS, the Borrowers have requested that the Lenders consent to the
Borrowers' maintaining their primary deposit accounts with Wells Fargo Bank,
N.A. ("Wells Fargo"), a financial institution that is not the Administrative
Agent, subject to one or more blocked account agreements or other arrangements
satisfactory in form and substance to the Administrative Agent.

         NOW, THEREFORE, the Borrowers, the Guarantors, the Lenders, the
Syndication Agent and the Administrative Agent hereby agree as follows:

SECTION 1.  CAPITALIZED  TERMS.  Capitalized  terms used  herein and not defined
shall  have  the  respective  meanings  assigned  to such  terms  in the  Credit
Agreement.

SECTION 2.        CONSENT.
                  -------

2.1      Merger and Name Change. Subject to the terms and conditions set forth
         herein and notwithstanding Sections 6.01, 7.05, 7.17 and 7.18 of the
         Credit Agreement, the Lenders hereby consent to the Merger and the Name
         Change and to the amendment of any Loan Document (in addition to the
         amendment of the Credit Agreement set forth hereunder) to evidence such
         Merger and Name Change, provided that (i) no Default or Event of
         Default shall have occurred and be continuing at the time of the Merger
         or shall result from the consummation of the Merger, (ii) the Merger
         results in the all of the assets of Dental Management being assumed by
         Dental Service, (iii) the Merger results in all obligations and
         liabilities of Dental Management under the Credit Agreement, the Loan
         Documents and any other agreements related to the foregoing being
         assumed by Dental Service, (iv) all consents and/or waivers required
         under any Subordinated Indebtedness to effectuate the Merger and the
         Name Change, in form and substance satisfactory to Administrative
         Agent, shall have been obtained with copies of the same delivered to
         Administrative Agent and (v) Dental Service shall have delivered to the
         Administrative Agent an officer's certificate, from an officer of
         Dental Service, certifying (a) that (1) the conditions in the foregoing
         clauses (i) through (iv) have been satisfied and (2) upon consummation
         of the Merger, the security interest of the Administrative Agent (for
         the ratable benefit of Lenders) in the assets of Dental Management
         transferred to Dental Service are the subject of an effective financing
         statement in favor of the Administrative Agent and (b) a pro forma
         balance sheet for Dental Service giving effect to the Merger. Upon
         delivery of evidence that the Merger has become effective under the
         laws of the States of Delaware and Washington in form and substance
         satisfactory to the Administrative Agent and upon satisfaction of the
         provisions of the foregoing sentence, Dental Management shall cease to
         be a Borrower under the Credit Agreement. Notwithstanding the
         foregoing, the security interest of the Administrative Agent (for the
         ratable benefit of the Lenders) in the assets of Dental Management
         transferred to Dental Service pursuant to the Merger shall continue.

2.2      Expiration of Consent to Merger. The consent contained in Section 2.1
         terminates and is without further force or effect if the Merger is not
         completed by January 31, 2003.

2.3      Consent to Change in Primary Cash Management Bank. Notwithstanding the
         provisions of Section 6.15 of the Credit Agreement, the Lenders hereby
         consent to the establishment and maintenance by the Borrowers and their
         subsidiaries of primary deposit accounts with Wells Fargo Bank, N.A.,
         provided that, prior to the establishment of any such account, the
         Borrowers, Wells Fargo and the Administrative Agent (including any
         successor to the Administrative Agent) shall enter into a blocked
         account agreement or other similar arrangement satisfactory in form and
         substance to Administrative Agent.

2.4      Limitation of Consent. The consents set forth in Section 2.1 and
         Section 2.2 shall be limited precisely as written and is provided
         solely with respect to the Merger and the establishment of primary
         deposit accounts with Wells Fargo Bank, N.A. Nothing in this Consent
         shall be deemed to constitute a consent to (i) any other merger of any
         other entities other than pursuant to the Merger as specified in
         Section 2.1, (ii) any other establishment of deposit accounts not in
         accordance with Section 6.15 or Section 6.24 or (ii) a consent to
         noncompliance with any other term, provision or condition of the Credit
         Agreement or any other instrument or agreement referred to therein.

SECTION 3. CONDITIONS PRECEDENT. This Consent shall become effective upon (i)
the execution and delivery of counterparts hereof by the Borrowers, the
Guarantors, each Lender and each of the Agents to the Administrative Agent, (ii)
the execution and delivery of counterparts of the Amendment No. 6 to Credit
Agreement and Consent to Merger (2000 Credit Agreement), dated of even date
herewith, by the Borrowers, the Guarantors, each Lender (as that term is defined
in the 2000 Credit Agreement) and each of the agents under the 2000 Credit
Agreement to the Administrative Agent under the 2000 Credit Agreement, (iii) an
amendment fee of $75,000 shall have been paid to Administrative Agent for the
ratable benefit of the Lenders under the Credit Agreement and the Lenders under
the 2000 Credit Agreement and (iv) receipt by the Administrative Agent and
O'Melveny & Myers LLP of definitive, executed copies of all agreements and other
documents relating to the Merger and the amendment to the Articles of
Incorporation of Dental Service effectuating the Name Change, certified in each
case as true and correct by an officer of Dental Service, in form and substance
satisfactory to the Administrative Agent and O'Melveny & Myers LLP.

SECTION  4.  AMENDMENT  OF CREDIT  AGREEMENT.  The  Credit  Agreement  is hereby
amended, effective upon the effective date of the Merger, as follows:

4.1 The preamble of the Credit Agreement is hereby amended by deleting the
phrases "(`Dental Service')" and "(`Dental Management'; Dental Service and
Dental Management, each a "Borrower" and collectively, the `Borrowers')."

4.2      The definition of "Borrowers" is hereby deleted in its entirety and
replaced with the following:

         "'Borrowers' shall mean Dental Service. Any reference to "the
         Borrowers", "any Borrower", "each Borrower", "a Borrower" or any
         similar such reference shall be deemed to be a reference to Dental
         Service."

4.3      The definition of "Dental Management" is hereby deleted in its entirety
and replaced with the following:

         "'Dental Management' shall mean, prior to the Merger, Gentle Dental
         Management, Inc., a Delaware corporation, and, upon the occurrence of
         the Merger, Dental Service."

4.4      The definition of "Dental Service" is hereby deleted in its entirety
and replaced with the following:

         "'Dental Service' shall mean, prior to the Merger, Gentle Dental
         Service Corporation, a Washington corporation, and, upon the occurrence
         of the Merger, Interdent Service Corporation, a Washington
         corporation."

4.5 The following definition is hereby added to the Credit Agreement between the
definition of "Material Adverse Effect" and "Multiemployer Plan":

         "'Merger' means the merger of Dental Management with and into Dental
Service."

         4.6 Schedule 4.24 to the Credit Agreement is amended by deleting it in
its entirety and substituting therefor Schedule 4.24 attached hereto.

SECTION 5. CONFIRMATION OF LOAN DOCUMENTS. Each Loan Party, by its execution and
delivery of this Consent, irrevocably and unconditionally confirms in favor of
the Administrative Agent that each Loan Document to which such Loan Party is a
party shall continue in full force and effect in accordance with its terms and
is and shall continue to be applicable to all of the Obligations.

SECTION 6.        MISCELLANEOUS.
                  -------------

6.1 In order to induce the Lenders to enter into this Consent, each Borrower and
each Guarantor, by its execution of a counterpart of this Consent, reaffirm and
restate the representations and warranties set forth in Article IV of the Credit
Agreement, after giving effect to the transactions contemplated herein, and all
such representations and warranties shall be true and correct in all material
respects on and as of the date hereof (except insofar as such representations
and warranties relate expressly to an earlier date). To further induce the
Lenders to enter into this Consent, each Borrower and each Guarantor, by its
execution of a counterpart of this Consent, represent and warrant (which
representations and warranties shall survive the execution and delivery hereof)
to the Administrative Agent that:

(a)      It has the corporate power and authority to execute, deliver and carry
         out the terms and provisions of this Consent and the transactions
         contemplated hereby and has taken or caused to be taken all necessary
         corporate action to authorize the execution, delivery and performance
         of this Consent and the transactions contemplated hereby;

(b)      No consent of any other person (including, without limitation,
         stockholders or creditors of any Borrower or any Guarantor), and no
         action of, or filing with any governmental or public body or authority
         is required to authorize, or is otherwise required in connection with
         the execution, delivery and performance of this Consent;

(c)      This Consent has been duly executed and delivered on behalf of each
         Borrower and each Guarantor by a duly authorized officer, and
         constitutes a legal, valid and binding obligation of each Borrower and
         each Guarantor enforceable in accordance with its terms, subject to
         bankruptcy, reorganization, insolvency, moratorium and other similar
         laws affecting the enforcement of creditors' rights generally and the
         exercise of judicial discretion in accordance with general principles
         of equity;

(d)      The execution, delivery and performance of this Consent will not
         violate any law, statute or regulation, or any order or decree of any
         court or governmental instrumentality, or conflict with, or result in
         the breach of, or constitute a default under any contractual obligation
         of any Borrower or any Guarantor; and

(e)      After giving effect to the transactions contemplated herein, there
         exists no Default or Event of Default

6.2 Except as herein expressly amended, the Credit Agreement is ratified and
confirmed in all respects and shall remain in full force and effect in
accordance with its terms, including, without limitation, the provisions set
forth in Section 11.04 of the Credit Agreement.

6.3 All references to the Credit Agreement contained in the Credit Agreement and
the other Loan Documents and the other documents and instruments delivered
pursuant to or in connection therewith shall mean the Credit Agreement, as may
in the future be amended, restated, supplemented or modified from time to time.

6.4 This Consent may be executed by the parties hereto individually or in
combination, in one or more counterparts, each of which shall be an original and
all of which shall constitute one and the same agreement.

6.5 Delivery of an executed counterpart of a signature page to this Consent by
telecopier shall be effective as delivery of a manually executed counterpart of
this Consent, provided however that the foregoing does not excuse the duty of
each party to deliver a manually executed counterpart of a signature page to
this Consent.

6.6 THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OR
CONFLICT OF LAW PRINCIPLES THEREOF.

6.7 The parties hereto shall, at any time and from time to time following the
execution of this Consent, execute and deliver all such further instruments,
including amendments to other Loan Documents, and take all such further actions
as may be reasonably necessary or appropriate in order to carry out the
provisions of this Consent.



<PAGE>




         IN WITNESS WHEREOF, the Borrowers, Guarantors, the Administrative
Agent, the Syndication Agent and the Lenders have caused this Consent to be duly
executed by their respective authorized officers as of the day and year first
above written.

                                GENTLE DENTAL SERVICE CORPORATION, as a Borrower


                                 By:      /s/ ROBERT HILL
                                          ---------------
                                 Name:  Robert Hill
                                 Title:   President
                                 GENTLE DENTAL MANAGEMENT, INC., as a Borrower


                                 By:      /s/ ROBERT HILL
                                          ---------------
                                 Name:  Robert Hill
                                 Title:   President
                                 INTERDENT, INC., as a Guarantor




 By:      /s/ ROBERT HILL
          ---------------
 Name:  Robert Hill
 Title:   Vice President - Finance



Lenders and Agents:
           BNY ASSET SOLUTIONS LLC, as Administrative Agent
           By:      /s/ MICHAEL COCANOUGHER
                    -----------------------
           Name:  Michael F. Cocanougher
           Title:    Managing Director


<PAGE>


           JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN
           BANK, as Syndication Agent and as a Lender
           By:      /s/ ERIC GROBERG
                    ----------------
           Name:  Eric Groberg
           Title:   Vice President
           U.S. BANK NATIONAL ASSOCIATION, as a Lender
           By:     /s/ DANIEL J. FALSTAD
                   ---------------------
           Name: Daniel J. Falstad
           Title:   Vice President
           FLEET CAPITAL CORPORATION, as a Lender
           By:     /s/ NANCY FOUTE
                   ---------------
           Name: Nancy Foute
           Title:   Vice President
           B IV CAPITAL PARTNERS, L.P.
           By: GP Capital IV, LLC, its General Partner
           By: DDJ Capital Management, LLC, Manager, as a Lender
           By:      /s/ DAVID J. BREAZZANO
                    ----------------------
           Name:  David J. Breazzano
           Title:    Member

           B III-A CAPITAL PARTNERS, L.P.
           By: GP III-A, LLC, its General Partner
           By: DDJ Capital Management, LLC, Manager, as a Lender
           By:      /s/ DAVID J. BREAZZANO
                    ----------------------
           Name:  David J. Breazzano
           Title:    Member

           STATE STREET BANK & TRUST, solely in its capacity as Custodian
           for General Motors Employees Global Group Pension Trust as
           directed by DDJ Capital Management, LLC, and not in its
           individual capacity, as a Lender
           By:      /s/ ANDREW STOEL
                    ----------------
           Name:  Andrew Stoel
           Title:   AVP
           PLEASANT STREET INVESTORS, LLC, as a Lender
           By:     /s/ STEVEN HARTMAN
                   ------------------
           Name: Steven Hartman
           Title: