AMENDMENT AGREEMENT NO. 3 AND WAIVER

AMENDMENT AGREEMENT NO. 3 AND WAIVER effective as of April 13, 2001 (this "Amendment"), to the CREDIT
AGREEMENT, dated as of March 31, 2000 (as heretofore amended and as may be further amended, modified or supplemented from time to time the "Credit
Agreement"), among GENTLE DENTAL SERVICE CORPORATION, a Washington corporation ("Dental Service"), GENTLE DENTAL
MANAGEMENT, INC., a Delaware corporation ("Dental Management") and DENTAL CARE ALLIANCE, INC., a Delaware corporation
("DCA"; DCA, Dental Service and Dental Management, each a "Borrower" and collectively, the
"Borrowers"), the Guarantors named therein, the financial institutions from time to time party thereto (collectively, the
"Lenders"), UNION BANK OF CALIFORNIA, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative
Agent") and THE CHASE MANHATTAN BANK ("Chase"), as syndication agent for the Lenders (in such capacity, the
"Syndication Agent").

WHEREAS,
the Borrowers, the Guarantors and the Lenders desire to amend certain provisions of the Credit Agreement as set forth herein;

WHEREAS,
the Borrowers have requested that the Lenders waive and the Lenders have agreed to waive noncompliance with certain provisions of the Credit Agreement as specified more
particularly herein;

WHEREAS,
the Borrowers have requested that the Lenders consent, and the Lenders have agreed to consent, to (i) the sale of assets of Dental Service and its subsidiary,
DentalCo. Management Services of Maryland, Inc. ("DMSM"), that are used in the operations of the Affiliated Dental Practices known as Mid-Atlantic Dental Associates of Annapolis and
Mid-Atlantic Dental Associates of Cross Keys (the "Annapolis/Cross Keys Practices") to MON Acquisition Corp., pursuant to an Asset Purchase
Agreement dated on or about April 12, 2001 (the "MON Disposition") and (ii) the sale of assets of Dental Management that are used in the
operations of the Affiliated Dental Practice conducted by Burns Dental Corporation under the name Naismith Dental Group to Villanova, LLC., pursuant to an Asset Purchase Agreement dated
April 2001 (the "Villanova Disposition"; the MON Disposition and the Villanova Disposition being herein referred to as the
"Dispositions");

WHEREAS,
in connection with the MON Disposition, Dental Service will enter into an amendment to the Management Agreement for the Annapolis/Cross Keys Practices, which amendment
requires the consent of Required Lenders; and

WHEREAS,
the Borrowers intend to enter into amendments with respect to outstanding Subordinated Indebtedness, which amendments require consent of Requisite Lenders.

NOW,
THEREFORE, the Borrowers, the Guarantors, the Lenders, the Administrative Agent and the Syndication 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.AMENDMENTS TO THE CREDIT AGREEMENT.Upon the fulfillment of the conditions set forth in
Section 6 hereof, the Credit Agreement is hereby amended as follows:



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D.  Section 7.07
of the Credit Agreement is hereby amended to read in full as follows:

'SECTION
7.07Capital Expenditures.Make any Capital Expenditures, other than Maintenance Capital
Expenditures or Capital Expenditures with respect to existing facilities'.

E.  Section 7.08
of the Credit Agreement is hereby amended, effective March 31, 2001, to read in full as follows:

'SECTION
7.08Cash Flow.Permit Cash Flow at the end of the fiscal quarter ended March 31, 2001,
the two fiscal quarter period ending June 30, 2001, the three fiscal quarter period ending September 30, 2001 and any four fiscal quarter period ending thereafter to be less than the
amounts shown below opposite such quarter end date:

Quarter Ending

Cash FlowMarch 31, 2001

$
4,500,000June 30, 2001


9,100,000September 30, 2001


13,700,000December 31, 2001


18,600,000March 31, 2002


19,700,000June 30, 2002


20,800,000September 30, 2002


21,900,000December 31, 2002


23,000,000March 31, 2003


24,250,000June 30, 2003 and thereafter


25,000,000


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F.  Section 7.09
of the Credit Agreement is hereby amended, effective March 31, 2001, to read in full as follows:

'SECTION
7.09Leverage Ratio.Permit the Leverage Ratio of Holdings and its subsidiaries (on a
Consolidated basis) at the end of any fiscal quarter to be greater than:

Quarter Ending

RatioMarch 31, 2001

3.20:1.00June 30, 2001

3.20:1.00September 30, 2001

3.20:1.00December 31, 2001

3.00:1.00March 31, 2002

2.75:1.00June 30, 2002

2.50:1.00September 30, 2002

2.25:1.00December 31, 2002

1.90:1.00March 31, 2003

1.70:1.00June 30, 2003 and thereafter

1.50:1.00


G.  Section 7.10
of the Credit Agreement is hereby amended, effective March 31, 2001, to read in full as follows:

'SECTION
7.10Liquidity.Permit the sum of (i) the undrawn Revolving Credit Commitments under
this Agreement and the undrawn Revolving Credit Commitments under the 1999 Credit Agreement (as such term is defined in the 1999 Credit Agreement)plus(ii) unused commitments under new debt financing ranked junior to the Obligations and junior to the 1999 Obligationsplus(iii) cash on
hand of the Borrowers, Holdings and other Guarantors on deposit with the Administrative Agent or subject to blocked account agreements, on the last day of each month shown below, to be less than the
correlative amount for such month:

Month

Liquidity AmountMarch 31, 2001

$
2,300,000April 30, 2001


2,300,000May 31, 2001


2,300,000June 30, 2001


3,800,000July 31, 2001


3,500,000August 31, 2001


3,200,000September 30, 2001


2,900,000October 31, 2001 and thereafter


2,500,000


provided, that the minimum liquidity amount at April 30, 2001 and May 31, 2001 shall increase to $3,800,000 if the Dispositions occur in
April 2001, and the minimum liquidity amount at May 31, 2001 shall increase to $3,800,000 if the Dispositions occur in May 2001.'

H.  Section 7.11
and Section 7.21 of the Credit Agreement are hereby deleted.

I.  Section 7.17(a)
of the Credit Agreement is hereby amended to read in full as follows:

'(a) Directly
or indirectly prepay, redeem, purchase or retire any Indebtedness, including, without limitation, any Subordinated Indebtedness, other than Indebtedness
incurred hereunder and under the 1999 Credit Agreement on a pro rata basis, or make any cash payment of interest or premium in respect of any Subordinated Indebtedness, other than Seller Notes; providedthe Convertible Subordinated Notes may be retired upon conversion thereof, in accordance with their terms.'

12

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2.6MISCELLANEOUS.  A. Section 11.01(c) of the Credit Agreement is hereby amended to read
in full as follows:

'(c) if
to the Administrative Agent, at 400 California Street, 8th Floor, San Francisco, California 94104-1402, Attention: Nancy A. Perkins, Vice President,
Special Assets Department (Telecopy No. (415) 765-2170), with a copy to Buchalter, Nemer, Fields & Younger, 333 Market Street, 29th Floor, San Francisco, CA
94105-2130, Attention: Robert Izmirian, Esq. (Telecopy No. (415) 227-0770); and'

B.  Section 11.01
of the Credit Agreement is hereby amended by adding the following as subsection (e):

'(e) in
the case of any notice pursuant to subsections (b), (c) or (d), with a copy to O'Melveny & Myers LLP, 400 South Hope Street,
10th Floor, Los Angeles, California 90071, Attention: Ben H. Logan, Esq. (Telecopy No. (213-430-6407)).'

C.  Section 11.04(a)
of the Credit Agreement is hereby amended to read in full as follows:

'(a) Each
of the Borrowers agrees to pay all reasonable out-of-pocket expenses incurred by the Agents in connection with the preparation of this
Agreement and the other Loan Documents (whether or not the transactions hereby contemplated shall be consummated) or incurred by the Agents or any of the Lenders in connection with any amendments,
modifications, waivers, extensions, renewals, renegotiations or "workouts" or the enforcement or protection of its rights in connection with this Agreement or any of the other Loan Documents or with
the Loans made or the Notes issued hereunder, or in connection with any pending or threatened action, proceeding, or investigation relating to the foregoing, including but not limited to the
reasonable fees and disbursements of counsel for the Agents and ongoing field examination expenses and charges, and, in connection with such amendment, modification, waiver, extension, renewal,
renegotiation, "workout," enforcement or protection, the reasonable fees and disbursements of counsel for the Lenders. Each of the Borrowers further indemnifies the Lenders from and agrees to hold
them harmless against any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Notes. In addition, each of the
Borrowers agrees to pay the reasonable fees and expenses of O'Melveny & Myers LLP, counsel to the Lenders, in connection with any matters referred to in this Section 11.04(a) undertaken
at the request of Agents or Lenders.'

D.  Section 11.05
of the Credit Agreement is hereby amended to read in full as follows:

'SECTION
11.05Applicable Law.THIS AGREEMENT AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (OTHER THAN THE CONFLICTS OF LAWS PRINCIPLES THEREOF).'

E.  Section 11.06
of the Credit Agreement is hereby amended to read in full as follows:

'SECTION
11.06.Right of Setoff.If an Event of Default shall have occurred and be continuing, each
Lender shall and is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of any of the Borrowers or any Guarantor against any and all of the
obligations of the Borrowers or any Guarantor now or hereafter existing under this Agreement and the 1999 Credit Agreement and the Notes held by such Lender and the Notes held by the Lenders under the
1999 Credit Agreement, irrespective of whether or not such Lender shall have made any demand under this Agreement or the 1999 Credit Agreement or the Notes or the Notes held by the Lenders under the
1999 Credit Agreement or under any Guarantee and although such obligations may be unmatured. Each Lender agrees to notify promptly the Administrative Agent and the Borrowers after any such setoff and
application made by such Lender, but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section are in addition

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to other rights and remedies (including, without limitation, other rights of setoff) which may be available to such Lender;provided, however, that such
rights are subject to the provisions of Section 2.14 hereof.'

F.  Article XIII
of the Credit Agreement is hereby amended to read in full as follows:

'Notwithstanding
any language to the contrary in this Agreement or in any other Loan Document, the Administrative Agent and the Lenders signatory hereto hereby acknowledge and agree
that to the extent required under the Knox-Keene Health Care Service Plan Act or 1975, as amended, or any rules or regulations promulgated thereunder or related thereto, any transfer or
assignment (whether for value or otherwise) of any ownership interest in the capital stock of Dedicated Dental or Dental Service on foreclosure or otherwise will require the filing of a notice of a
material modification and prior approval by the California Department of Managed Care or its successor.'

G.Exhibit Lto the Credit Agreement (Form of Covenant Compliance Certificates) is hereby amended to read as set
forth inExhibit Lhereto.

SECTION
3.WAIVER AND CONSENT.

A.  Subject
to the terms and conditions set forth herein and in reliance on the representations and warranties of Borrowers herein contained, the Lenders hereby waive
(i) Events of Default arising by reason of defaults existing under the Convertible Subordinated Notes and the Senior Subordinated Notes to the extent such defaults are waived pursuant to the
amendments to the Convertible Subordinated Notes and the Senior Subordinated Note delivered pursuant to Section 6.1 and Section 6.5 of this Amendment and (ii) noncompliance by the
Borrowers with the provisions of (a) Sections 7.08, 7.09, 7.10 and 7.11 of the Credit Agreement, as such provisions were in effect prior to the Third Amendment Date, at September 30,
2000, December 31, 2000 and March 31, 2001, and for the periods then ended and (b) Sections 6.01 and 7.05 of the Credit Agreement resulting from the dissolution of SPDS
DMI, Inc., Gentle Dental IF, Inc. and GMS Dental Group Management of Southern California, Inc. and the merger of Serra Park into Dental Management, providedthat (1) each such
dissolution results in the assets (if any) and liabilities (if any) of each dissolving company being assumed by the
dissolving company's immediate parent and (2) the merger of Serra Park results in the assets and liabilities of Serra Park being assumed by Dental Management. Upon delivery of evidence of
completion of a dissolution or merger to the Administrative Agent satisfactory to the Administrative Agent, the dissolving or merged company shall cease to be a "Grantor" under the Security Agreement
and a "Guarantor" under the Credit Agreement and the stock of such subsidiary shall no longer be considered "Pledged Stock" or "Collateral" under the Pledge Agreement. Notwithstanding the foregoing,
the security interest of the Administrative Agent (for the ratable benefit of the Lenders) in the assets of each subsidiary that is dissolved or merged as permitted hereby shall continue.

B.  Subject
to the terms and conditions set forth herein and in reliance on the representations and warranties of the Borrowers herein contained, the Lenders hereby
consent to (i) the Dispositions,providedthat the Dispositions occur by April 30, 2001 and result in the Borrowers receiving cash
proceeds of not less than $3,000,000 (before deduction of expenses and taxes), an 8% $254,000 Promissory Note due March 2002, and forgiveness of Indebtedness of not less than $696,000, which
Indebtedness is evidenced by a promissory note dated February 24, 1997, (ii) the release of Liens in favor of the Lenders to the extent that such Liens encumber assets sold pursuant to
the Dispositions and (iii) the entering into by Dental Service of an amendment to the Management Agreement with Mid-Atlantic Dental Associates, P.A. that excludes the
Annapolis/Cross Keys Practices from the operation of such agreement;providedthat the cash proceeds of the Dispositions shall be applied as set forth
in Section 2.09 of the Credit Agreement, as amended hereby.

C.  Subject
to the terms and conditions set forth herein and in reliance on the representations and warranties of the Borrowers herein contained, the Lenders hereby
consent to the amendments to

14

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the Senior Subordinated Note and the Convertible Subordinated Notes reflected in the amendments delivered pursuant to Sections 6.1, 6.2 and 6.3 hereof and the amendment to the Senior Subordinated Note
requiring an increase of the rate of interest thereon (during such time as interest is not paid in cash) to not more than 161/2% per annum and payment of an amendment fee in the form of
an additional subordinated note having the same terms and conditions as the Senior Subordinated Note in an amount not to exceed $2,250,000;providedthat the payment of interest is subject to the amendment referred to in Section 6.1 of this Amendment.

SECTION
4.LIMITATION OF WAIVER AND CONSENT.Without limiting the generality of the provisions of
Section 11.08 of the Credit Agreement, the waiver and consent set forth in Section 3 shall be limited precisely as written and are provided solely with respect to (a) the defaults
under the Senior Subordinated Note and the Convertible Subordinated Notes described in Section 3, (b) the noncompliance by the Borrowers with Sections 6.01, 7.05, 7.08, 7.09, 7.10 and
7.11, (c) the Dispositions and release of Liens on related Collateral as specified in Section 3 and (d) the amendments to the Senior Subordinated Note and the Convertible
Subordinated Notes described in Section 3. Nothing in this Amendment shall be deemed to constitute (i) a waiver of any other defaults under the Senior Subordinated Note and the
Convertible Subordinated Notes or of compliance by Borrowers with respect to Sections 6.01, 7.05, 7.08, 7.09, 7.10 and 7.11 of the Credit Agreement in any other instance, (ii) a consent to any
sale or disposition of assets or release of Collateral other than the Dispositions and the release of Liens on Collateral as specified in Section 3, (iii) a consent to any amendment of
any Subordinated Indebtedness other than as specified in Section 3 or (iv) a waiver of or consent to noncompliance with any other term, provision or condition of the Credit Agreement or
any other instrument or agreement referred to therein.

SECTION
5.ADDITIONAL COMPANIES.By each company's signature below, DentalCo Management Services of
Maryland, Inc., and The Dental Center, Inc. (each an "Additional Company") shall each become a party to and be bound by the provisions of
the Credit Agreement as a Guarantor and shall have the rights and obligations of a Guarantor hereunder, thereunder and under the other Loan Documents.

SECTION
6.CONDITIONS PRECEDENT.This Amendment shall become effective upon the execution and delivery
of counterparts hereof by the Borrowers, the Guarantors, the Lenders and each of the Agents to the Administrative Agent and the fulfillment of the following conditions:

6.1 The
Administrative Agent shall have received a copy of an executed amendment, in form and substance satisfactory to the Administrative Agent, certified by an
officer of each Borrower as being a true and correct copy in full force and effect, to the Senior Subordinated Note providing, among other things, that (i) interest payable thereon on and after
December 31, 2000 and through the date of payment in full of the Obligations shall be payable solely in kind and not payable in cash, (ii) the financial covenants applicable to the
Senior Subordinated Note shall be revised so that there are no financial covenants other than those set in the Credit Agreement, and the levels of the financial covenants applicable to the Senior
Subordinated Note shall not be more restrictive than 85% of the covenant levels set forth in the Credit Agreement and (iii) other provisions of the Senior Subordinated Note are amended or
waived, so as to ensure that the Senior Subordinated Note is not subject to stricter provisions than the Credit Agreement.

6.2 The
Administrative Agent shall have received a copy of an executed affirmation and amendment, in form and substance satisfactory to Administrative Agent, certified
by an officer of each Borrower as being a true and correct copy in full force and effect, to the Subordination Agreement.

6.3 The
Administrative Agent shall have received a copy of (i) an amendment, in form and substance satisfactory to the Administrative Agent, executed by the
Requisite Purchasers (as such term is defined in the Convertible Subordinated Notes) and certified by an officer of each Borrower as being a true and correct copy in full force and effect, to the
Convertible Subordinated Notes and (ii) an

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amendment, in form and substance satisfactory to the Administrative Agent, executed by the Requisite Purchasers and certified by an officer of each Borrower as being a true and correct copy in full
force and effect, to the Securities Purchase Agreement for the Convertible Subordinated Notes, each providing that interest payable thereon on and after December 31, 2000 and through the date
of payment in full of the Obligations shall be payable solely in kind and not payable in cash.

6.4 The
Administrative Agent shall have received evidence that Amendment Agreement No. 6, dated as of April 13, 2001, to the 1999 Credit Agreement has been
executed and delivered by each of the parties thereto concurrently with the execution and delivery of this Amendment.

6.5 The
Administrative Agent shall have received evidence that the holders of the Senior Subordinated Note, the Convertible Subordinated Notes and any other
Indebtedness of the Borrowers, Holdings or a subsidiary have waived all defaults existing immediately prior to the Third Amendment Date.

6.6 The
Administrative Agent shall have received a certificate signed by a Financial Officer of each Borrower and Guarantor that (i) both before and after giving
effect to the transactions contemplated herein all representations and warranties contained in this Amendment or otherwise made in writing to the Administrative Agent in connection herewith 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) and (ii) after giving effect
to the transactions contemplated herein, there exists no unwaived Default or Event of Default.

6.7 The
Administrative Agent shall have received certified copies of resolutions of the Board of Directors of each Borrower, approving and authorizing the execution,
delivery, and performance of this Amendment, the amendment to the Senior Subordinated Note referred to above in Section 6.1, the affirmation and amendment to the Subordination Agreement
referred to above in Section 6.2 and the amendment to the Convertible Subordinated Notes and the amendment to the Securities Purchase Agreement for the Convertible Subordinated Notes, each
referred to above in Section 6.3, certified as of the Third Amendment Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or
amendment.

6.8 The
Administrative Agent shall have received signature and incumbency certificates of the officers of each Borrower.

6.9 The
Lenders shall have received an opinion or opinions of counsel to the Borrowers, in form and substance satisfactory to the Lenders.

6.10 Counsel
to the Lenders, including O'Melveny & Myers LLP, counsel to each of the Lenders and counsel to each of the Agents, shall have received payment in
full for all unpaid legal fees charged, and all costs and expenses incurred, by such counsel through the date hereof and all legal fees charged, and all costs and expenses incurred, by such counsel in
connection with the transactions contemplated under this Amendment and the other Loan Documents and instruments in connection herewith and therewith.

6.11 Completion
of field exam of accounts receivable, accounts payable, inventory and other matters of the Borrowers to satisfaction of Required Lenders.

6.12 The
Administrative Agent shall have received evidence satisfactory to Required Lenders of the engagement by the Borrowers of a consultant satisfactory to the
Required Lenders knowledgeable with respect to health care operational matters to advise the Borrowers on cost-containment matters.

6.13 The
Administrative Agent shall have received evidence satisfactory to it and counsel to the Lenders that all steps have been taken to perfect the Liens required to
be granted to the Administrative Agent for the benefit of the Lenders pursuant to the Loan Documents.

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6.14 The Administrative Agent shall have received from Dental Service and each Additional Company an executed Joinder Agreement.

6.15 The
Administrative Agent shall have received executed amendments to the Pledge Agreement, the Security Agreement and each Assignment of Contract satisfactory in
form and substance to it.

6.16 The
Administrative Agent shall have received such other documents, including, without limitation, such other documents from the holder of the Senior Subordinated
Note, the holders of the Convertible Subordinated Notes and the holders of any other Subordinated Indebtedness, as the Lenders or their counsel shall reasonably deem necessary.

SECTION
7.CONFIRMATION OF LOAN DOCUMENTS.Each Loan Party, by its execution and delivery of this
Amendment, irrevocably and unconditionally ratifies and confirms in favor of the Administrative Agent that it consents to the terms and conditions of the Credit Agreement as it has been amended by
this Amendment and that notwithstanding this Amendment, each Loan Document to which such Loan Party is a party shall continue in full force and effect in accordance with its terms, as it has been
amended on the date hereof, and is and shall continue to be applicable to all of the Obligations.

SECTION
8.MISCELLANEOUS.

8.1 Each
Borrower and each Guarantor reaffirms and restates the representations and warranties set forth in Article IV of the Credit Agreement, as amended by
this Amendment and 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). Each Loan Party represents and warrants (which representations and warranties shall survive the
execution and delivery hereof) to the Agent that:



8.2 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.

8.3 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

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therewith shall mean the Credit Agreement, as amended hereby and as may in the future be amended, restated, supplemented or modified from time to time.

8.4 This
Amendment 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.

8.5 Delivery
of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this
Amendment.

8.6THIS AMENDMENT 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.

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

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IN WITNESS WHEREOF, the Borrowers, Guarantors, the Administrative Agent, the Syndication Agent and the Required Lenders have caused this Amendment 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:                                                        
| |  | Name: Michael T. Fiore
Title: President                    
| |  | GENTLE DENTAL MANAGEMENT, INC.,
as a Borrower              
| |  | By:                                                        
| |  | Name: Michael T. Fiore
Title: President                    
| |  | DENTAL CARE ALLIANCE, INC.,
as a Borrower                  
| |  | By:                                                        
| |  | Name: Steven R. Matzkin
Title: President                   
| |  | GMS DENTAL GROUP MANAGEMENT OF HAWAII, INC., as a Guarantor
| |  | By:                                                        
| |  | Name: Michael T. Fiore
Title: President                    

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| |  | GMS DENTAL GROUP MANAGEMENT OF SOUTHERN CALIFORNIA, INC., as a Guarantor
| |  | ------------------------------------------------------------------------
| |  | By:                                                                     
| |  | Name: Michael T. Fiore
Title: President                                 
| |  | GENTLE DENTAL OF IRVINE, as a Guarantor                                 
| |  | By:                                                                     
| |  | Name: Michael T. Fiore
Title: President                                 
| |  | GDSC OF PIEDMONT, INC., as a Guarantor                                  
| |  | By:                                                                     
| |  | Name: Michael T. Fiore
Title: President                                 
| |  | GENTLE DENTAL LEGACY, INC., as a Guarantor                              
| |  | By:                                                                     
| |  | Name: Michael T. Fiore
Title: President                                 
| |  | DENTAL CARE ALLIANCE OF FLORIDA, INC., as a Guarantor                   
| |  | By:                                                                     
| |  | Name: Steven R. Matzkin
Title: President                                

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| |  | DENTAL CARE ALLIANCE OF MICHIGAN, Inc., as a Guarantor    
| |  | ----------------------------------------------------------
| |  | By:                                                       
| |  | Name: Steven R. Matzkin
Title: President                  
| |  | DENTAL CARE ALLIANCE OF GEORGIA, Inc., as a Guarantor     
| |  | By:                                                       
| |  | Name: Steven R. Matzkin
Title: President                  
| |  | DENTAL CARE ALLIANCE OF INDIANA, INC., as a Guarantor     
| |  | By:                                                       
| |  | Name: Steven R. Matzkin
Title: President                  
| |  | DENTAL ONE ASSOCIATES, INC., as a Guarantor               
| |  | By:                                                       
| |  | Name: Steven R. Matzkin
Title: President                  
| |  | DENTAL CARE ALLIANCE OF PENNSYLVANIA, Inc., as a Guarantor
| |  | By:                                                       
| |  | Name: Steven R. Matzkin
Title: President                  

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|Additional Companies as Guarantors: |  | DENTALCO MANAGEMENT SERVICES OF MARYLAND, INC., as a Guarantor
|----------------------------------- |  | --------------------------------------------------------------
|                                    |  | By:                                                           
|                                    |  | Name: Michael T. Fiore
Title: President                       
|                                    |  | THE DENTAL CENTER, INC., as a Guarantor                       
|                                    |  | By:                                                           
|                                    |  | Name: Michael T. Fiore
Title: President                       

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| |  | UNION BANK OF CALIFORNIA, N.A., as Administrative Agent       
| |  | --------------------------------------------------------------
| |  | By:                                                           
| |  | Name: Thomas Fratar
Title: Vice President                     
| |  | THE CHASE MANHATTAN BANK, as Syndication Agent and as a Lender
| |  | By:                                                           
| |  | Name:                                                         
| |  | Title:                                                        
| |  | FIRST NATIONAL BANK, as a Lender                              
| |  | By:                                                           
| |  | Name:                                                         
| |  | Title:                                                        
| |  | SOVEREIGN BANK, as a Lender                                   
| |  | By:                                                           
| |  | Name:                                                         
| |  | Title:                                                        

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|Solely as to Sections 7 and 8: |  | INTERDENT, INC., as a Guarantor
|------------------------------ |  | -------------------------------
|                               |  | By:                            
|                               |  | Name:                          
|                               |  | Title:                         

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Schedule 2.18

Schedule of Warrants

Lender

Shares of
Common StockUnion Bank of California, N.A.

148,515The Chase Manhattan Bank

148,515U.S. Bank National Association

148,515Fleet Capital Corporation

148,515Bank of America, N.A.

148,515First National Bank

59,405Citizens Financial Group, Inc.

99,010Sovereign Bank

99,010


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Schedule VI

PA UCC Financing Statements and Security Agreements

|Column A                                      |  | Column B                                 
|--------------------------------------------- |  | -----------------------------------------
|Burns Dental Corporation                      |  | Bajwa Dental Corporation                 
|Burrell Dental Corporation                    |  | Charles Murillo, D.D.S.                  
|Dental Care Centers of Hawaii                 |  | Frank Potts, D.D.S., A Dental Corporation
|Francis Dental Corporation                    |  | Gerald Aaron, P.C.                       
|Hualalai Dental Services, Inc.                |  | Lynda Watanabe, D.D.S., Inc.             
|Joseph M. Checchio & Alex J. Gonzales         |  | Merzenich Dental Corporation             
|(A Partnership)                               |  | Ned Greenberg, D.D.S. & Associates, P.C. 
|Pacific Dental Services Administrative Office |  | Schlesinger Dental Corporation           
|Yep Dental Corporation                        |  | Tej Johl D.D.S., Dental Corporation      

26

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Schedule 6.05(l)

Form of Cash Flow Reports

(See Attached)

27

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