Exhibit 10.14

                      FOURTH AMENDMENT TO CREDIT AGREEMENT
                            AND OTHER LOAN DOCUMENTS

     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS  (herein
called this  "Amendment")  made  effective  as of June 29, 2001 (the  "Effective
Date"), by and among E-DENTIST.COM, INC., a Delaware corporation, formerly known
as Pentegra Dental Group, Inc. (herein called "Borrower"),  and BANK ONE, TEXAS,
N.A.,  individually  as a Lender  and as Agent for the  Lenders  (herein  called
"Agent"), and the Lenders party to the Original Agreement  ("Lenders"),  defined
below.

                                   WITNESSETH:

     WHEREAS,  Borrower, Agent and Lenders have entered into that certain Credit
Agreement dated as of June 1, 1998, as amended by that certain letter  agreement
dated September 9, 1998, that certain First Amendment to Credit  Agreement dated
as of February 9, 1999, that certain Second  Amendment to Credit Agreement dated
as of July 15, 1999 and that certain Third  Amendment to Credit  Agreement dated
as of June 1,  2000  (as the  same may  from  time to time be  further  amended,
supplemented,  or restated,  collectively,  the "Original  Agreement"),  for the
purposes and consideration  therein expressed,  pursuant to which Lenders became
obligated to make loans to Borrower as therein provided; and

     WHEREAS,  Borrower and Lenders  desire to amend the  Original  Agreement to
modify certain terms and provisions thereof as more fully set forth herein.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and agreements contained herein and in the Original Agreement,  in consideration
of the loans which have been made by Lender to Borrower pursuant to the Original
Agreement,  and for other  good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:

                                   ARTICLE I.

                           DEFINITIONS AND REFERENCES

     Section 1.1.  TERMS DEFINED IN THE ORIGINAL  AGREEMENT.  Unless the context
otherwise  requires or unless  otherwise  expressly  defined  herein,  the terms
defined in the Original Agreement" shall have the same meanings therein whenever
used in this  Amendment.  The term "Loan  Documents  (as defined in the Original
Agreement)  shall  also  include  this  Amendment  and  all  of  the  documents,
instruments,  agreements and items executed in connection  with this  Amendment,
and as described in Article V of this Amendment.

     Section 1.2. OTHER DEFINED TERMS.  Unless the context  otherwise  requires,
the following terms when used in this Amendment,  the Original  Agreement or any
Loan Document, shall have the meanings assigned to them in this Section 1.2.

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          "AMENDMENT"  means this Fourth Amendment to Credit Agreement and Other
Loan Documents.

          "CREDIT AGREEMENT" means the Original Agreement, as amended hereby.

                                   ARTICLE II.

                         AMENDMENTS TO CREDIT AGREEMENT

     Section 2.1. DEFINED TERMS.

     (a) The following defined terms in Section 1.1. of the Credit Agreement are
hereby amended in their entirety to read as follows:

          "BASE RATE" means,  for each day, the per annum rate of interest which
     is two hundred  (200) basis points above the Prime Rate.  If the Prime Rate
     changes  after  the date  hereof,  the  Base  Rate  shall be  automatically
     increased or  decreased,  as the case may be,  without  notice to Borrower,
     from time to time as of the effective date of each such change in the Prime
     Rate. The Base Rate shall in no event,  however,  exceed the Highest Lawful
     Rate.

          "BASE RATE  LOAN"  means all of the Loans  which have been  previously
     advanced to Borrower in accordance with the Credit Agreement,  totaling the
     principal  amount of Nine  Million Two  Hundred  Forty-Seven  Thousand  Two
     Hundred Nineteen and 02/100 Dollars  ($9,247,219.02),  representing the sum
     of the  outstanding  principal  balance  of  Eurodollar  Loan No. 1 and the
     outstanding  principal  balance of  Eurodollar  Loan No 2, which Loan shall
     bear interest at the Base Rate.

          "BASE RATE PAYMENT  DATE" means (i) the  fifteenth  (15th) day of each
     calendar month, beginning with July 15, 2001 and (ii) any day on which past
     due interest or principal is owed hereunder and is unpaid.

          "DEFAULT RATE" means,  at the time in question,  the per annum rate of
     interest  which is four hundred (400) basis points above the Base Rate then
     in effect. The Default Rate shall in no event, however,  exceed the Highest
     Lawful Rate.

          "ELIGIBLE  TRANSFEREE"  means  any  Person  approved  as  an  Eligible
     Transferee  by Agent  (provided  that no Person  organized  outside  of the
     United States may be an Eligible  Transferee if Borrower  would be required
     to pay withholding taxes on interest or principal owed to such Person).

          "LENDERS"  means Bank One, Texas,  N.A.  together with its successors,
     assigns and transferees.

          "MATURITY DATE" means July 1, 2002.

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          "PRIME RATE" means the base  commercial  rate of interest as announced
     from time to time by Bank One, N.A.  (which may not be the lowest,  best or
     most favorable rate of interest which Bank One, N.A. may charge on loans to
     its customers).

     (b) The following new defined terms are hereby added to Section 1.1. of the
Credit Agreement in appropriate alphabetical order:

          "WARRANT"  means that certain  Warrant to  Subscribe  for and Purchase
     Common  Stock of  e-dentist.com,  Inc.,  issued  as of the date  hereof  by
     Borrower to Bank One, N.A., granting to Bank One, N.A. the right to acquire
     a number of shares of  Borrower's  common stock equal to three percent (3%)
     of the total current  number of  outstanding  shares of  Borrower's  common
     stock on a fully diluted basis.

     Section 2.2. BORROWER'S REDUCTION OF BORROWING AVAILABILITY. Section 2.2 of
the Credit Agreement is hereby deleted in its entirety.

     Section 2.3. REQUESTS FOR NEW LOANS. Section 2.3 of the Credit Agreement is
hereby deleted in its entirety.

     Section 2.4.  CONTINUATIONS AND CONVERSIONS OF EXISTING LOANS.  Section 2.4
of the Credit Agreement is hereby deleted in its entirety.

     Section 2.5. SCHEDULED PRINCIPAL AND INTEREST PAYMENTS.  Section 2.7 of the
Credit Agreement is hereby amended in its entirety to read as follows:

          "Section 2.7 SCHEDULED PRINCIPAL AND INTEREST PAYMENTS.  The principal
     amount of the Base Rate Loan shall be payable  in monthly  installments  of
     $25,000.00  each and shall be due and  payable  beginning  on July 15, 2001
     (the "Monthly Payment") and continuing on the fifteenth (15th) day of every
     month  thereafter  until the Maturity Date, on which date the entire unpaid
     principal balance of the Base Rate Loan and all accrued and unpaid interest
     thereon  shall be due and  payable.  In addition  to the monthly  principal
     installments  described  above,  interest  shall be  payable  monthly as it
     accrues through the fifteenth (15th) day of each month,  said  installments
     of interest becoming due and payable beginning July 15, 2001 and continuing
     on the  fifteenth  (15th) day of each month  thereafter  until the Maturity
     Date."

     Section 2.6. MANDATORY PREPAYMENTS.  Section 2.8 of the Credit Agreement is
hereby deleted in its entirety.

     Section 2.7. BOOKS,  FINANCIAL STATEMENTS AND REPORTS.  Sections 6.2(a) and
6.2(b) of the Credit  Agreement are hereby  amended in their entirety to read as
follows:

          "(a) As soon as it is  available,  and in any event within one hundred
     five (105) days after the end of each Fiscal Year,  Borrower  shall deliver
     to Lenders a copy of Borrower's annual audited 10-K statement as filed with
     the Securities and Exchange Commission ("10-K");

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          (b) As soon as it is  available,  and in any event  within  sixty (60)
     days  after the end of each  Fiscal  Quarter,  Borrower  shall  deliver  to
     Lenders a copy of  Borrower's  quarterly  10-Q  statement as filed with the
     Securities and Exchange Commission ("10-Q");"

     Section 2.8. COMPLIANCE CERTIFICATE. Section 6.3 of the Credit Agreement is
hereby amended in its entirety to read as follows:

          "SECTION 6.3.  With the  statements  described in Sections  6.2(a) and
     6.2(b),  Borrower  shall  deliver  to Lender a  certificate  in the form of
     EXHIBIT D signed by the chief  financial  officer of  Borrower  (i) stating
     that the  statements  described in Sections  6.2(a) and 6.2(b) are accurate
     and complete (subject to normal year-end adjustments), (ii) stating that he
     has reviewed the Loan  Documents,  (iii)  containing  calculations  showing
     compliance (or  non-compliance) at the end of each Fiscal Quarter with each
     of the financial  covenants set forth in SECTION  7.14,  SECTION 7.19,  and
     SECTION 7.20 hereof at the end of each such Fiscal Quarter and (iv) stating
     that no  Default  exists  at the end of such  period or at the time of such
     certificate  or  specifying  the nature and period of existence of any such
     Default."

     Section  2.9.  CERTIFICATE  ACCOMPANYING  FINANCIAL  STATEMENTS.  Exhibit D
attached to the Credit  Agreement is hereby deleted in its entirety and replaced
with the EXHIBIT D-1 attached hereto.

     Section 2.10.  INDEBTEDNESS.  Section 7.1 of the Credit Agreement is hereby
amended in its entirety to read as follows:

          "SECTION 7.1.  INDEBTEDNESS.  No Restricted  Person will in any manner
     owe or be liable for Indebtedness except:

          (i) the Obligations;

          (ii)  Subordinated  Debt  consummated on or before June 29, 2001 in an
     aggregate  principal  amount not to exceed the amount of such  Indebtedness
     outstanding  as of June 29, 2001,  excluding  any renewals or extensions of
     such Indebtedness;

          (iii)  Indebtedness  outstanding  under the instruments and agreements
     described on the Disclosure Schedule,  excluding any renewals or extensions
     of such Indebtedness;

          (iv)  purchase  money   Indebtedness  or  other  acquired  or  assumed
     Indebtedness in connection with Dental Practice Acquisitions consummated on
     or before June 1, 2000 in an aggregate  principal  amount not to exceed the
     amount of such Indebtedness  outstanding as of June 1, 2000,  excluding any
     renewals or extensions of such Indebtedness."

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     Section 2.11. LIMITATION ON MERGERS, ISSUANCES AND SECURITIES.  Section 7.4
of the Credit Agreement is hereby amended in its entirety to read as follows:

          "SECTION 7.4  LIMITATION  ON MERGERS,  ISSUANCES  AND  SECURITIES.  No
     Restricted Person will merge or consolidate with or into any other business
     entity.  No  Subsidiary of Borrower  which is a partnership  will allow any
     diminution of Borrower's interest (direct or indirect) therein."

     Section 2.12. CURRENT RATIO. Section 7.14 of the Credit Agreement is hereby
amended in its entirety to read as follows:

          "Section 7.14.  CURRENT RATIO.  As of the end of each Fiscal  Quarter,
     the ratio of Borrower's  Consolidated  current  assets to its  Consolidated
     current  liabilities,  as reflected in the applicable  10-Q or 10-K,  shall
     not, during any of the following periods, be less than the following:

          FISCAL QUARTER ENDED                      MINIMUM CURRENT RATIO
          --------------------                      ---------------------
          June 30, 2001                                 0.13 to 1.0
          September 30, 2001                            0.02 to 1.0
          December 31, 2001                             0.02 to 1.0
          March 31, 2002                                0.02 to 1.0"

     Section  2.13.  EBITDA.  Section  7.19 of the  Credit  Agreement  is hereby
amended in its entirety to read as follows:

          "Section  7.19.  EBITDA.  As of the end of each  Fiscal  Quarter,  the
     Borrower's EBITDA shall not, during any of the following  periods,  be less
     than the following amounts:

          FISCAL QUARTER ENDED                      MINIMUM EBITDA
          --------------------                      --------------
          June 30, 2001                                $150,000
          September 30, 2001                           $350,000
          December 31, 2001                            $600,000
          March 31, 2002                               $900,000"

     Section  2.14.  NET WORTH.  Section 7.20 of the Credit  Agreement is hereby
amended in its entirety to read as follows:

          "Section  7.20.  NET  WORTH.  As of the  end of each  Fiscal  Quarter,
     Borrower's  Consolidated  Net Worth, as reflected in the applicable 10-Q or
     10-K,  shall not, as of the end of each of the following  periods,  be less
     than the following amounts:

          FISCAL QUARTER ENDED                      MINIMUM NET WORTH
          --------------------                      -----------------
          June 30, 2001                                ($7,200,000)
          September 30, 2001                           ($7,200,000)
          December 31, 2001                            ($7,000,000)
          March 31, 2002                               ($6,500,000)"

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     Section 2.15.  PAYMENT  DEFAULT.  Sections  8.1(a) and 8.1(b) of the Credit
Agreement are hereby amended in their entirety to read as follows:

          "(a) Any  Restricted  Person  fails to pay within  three (3)  Business
     Days,  any  Obligation  when  due and  payable,  whether  at a date for the
     payment of a fixed  installment or as a contingent or other payment becomes
     due and payable or as a result of acceleration or otherwise;

          (b) Any Restricted Person fails to pay within three (3) Business Days,
     any  Obligation  (other than the  Obligations in clause (a) above) when due
     and payable, whether at a date for the payment of a fixed installment or as
     a  contingent  or other  payment  becomes due and payable or as a result of
     acceleration or otherwise;"

     Section 2.16.  NON-PAYMENT DEFAULT.  Section 8.1(e) of the Credit Agreement
is hereby amended in its entirety to read as follows:

          "(e) Any Restricted Person fails (other than as referred to in clauses
     (a),  (b),  (c) or (d) above) to duly  observe,  perform or comply with any
     covenant, agreement,  condition or provision of any Loan Document, and such
     failure  remains  unremedied for a period of fifteen (15) days after notice
     of such failure is given by Agent to Borrower;"

     Section 2.17. OTHER DEFAULTS. Section 8.1(j)(iv) of the Credit Agreement is
hereby amended in its entirety to read as follows:

          "(iv) suffers the entry against it of a final judgment for the payment
     of money in excess of $200,000  (not covered by insurance  satisfactory  to
     Agent in its discretion),  unless the same is discharged  within forty-five
     (45) days  after  the date of entry  thereof  or an  appeal or  appropriate
     proceeding  for review  thereof is taken  within  such period and a stay of
     execution pending such appeal is obtained; or"

     Section   2.18.   JOINT  AND  SEVERAL   LIABILITY;   PARTIES  IN  INTEREST;
ASSIGNMENTS.  Section  10.5 of the  Credit  Agreement  is hereby  amended in its
entirety to read as follows:

          "(a) All  Obligations  which are  incurred  by two or more  Restricted
     Persons shall be their joint and several  obligations and liabilities.  All
     grants, covenants and agreements contained in the Loan Documents shall bind
     and inure to the  benefit  of the  parties  thereto  and  their  respective
     successors and assigns;  provided,  however,  that no Restricted Person may
     assign or  transfer  any of its  rights or  delegate  any of its  duties or
     obligations  under  any Loan  Document  without  the prior  consent  of the
     Lenders.  Neither Borrower nor any Affiliates of Borrower shall directly or
     indirectly  purchase or otherwise retire any Obligations owed to any Lender
     nor will any Lender  accept any offer to do so,  unless each  Lender  shall
     have  received  substantially  the  same  offer  with  respect  to the same
     Percentage  Share  of the  Obligations  owed  to  it.  If  Borrower  or any
     Affiliate of Borrower at any time  purchases  some but less than all of the
     Obligations owed to all Bank Parties,  such purchaser shall not be entitled
     to any rights of any Bank Party under the Loan  Documents  unless and until
     Borrower or its Affiliates have purchased all of the Obligations.

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<PAGE>
          (b) Lender may sell,  assign,  transfer or convey its rights under the
     Loans or under the Loan  Documents,  in whole or in part, to any Person who
     is an Eligible Transferee.

          (c) Nothing  contained in this SECTION 10.5 shall  prevent or prohibit
     Lender from  assigning or pledging all or any portion of the Loans and Note
     to any Federal Reserve Bank as collateral security pursuant to Regulation A
     of the Board of Governors of the Federal  Reserve  System and any Operating
     Circular  issued  by  such  Federal  Reserve  Bank;  provided  that no such
     assignment or pledge shall relieve Lender from its obligations hereunder."

     Section 2.19. GOVERNING LAW; SUBMISSION TO PROCESS.  Section 10.7 is hereby
amended in its entirety to read as follows:

          "Section 10.7  GOVERNING  LAW;  SUBMISSION  TO PROCESS.  EXCEPT TO THE
     EXTENT THAT THE LAW OF ANOTHER  JURISDICTION IS EXPRESSLY ELECTED IN A LOAN
     DOCUMENT, THE LOAN DOCUMENTS SHALL BE DEEMED CONTRACTS AND INSTRUMENTS MADE
     UNDER THE LAWS OF THE STATE OF ARIZONA AND SHALL BE CONSTRUED  AND ENFORCED
     IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF ARIZONA AND THE
     LAWS OF THE UNITED  STATES OF  AMERICA,  WITHOUT  REGARD TO  PRINCIPLES  OF
     CONFLICTS OF LAW.  CHAPTER 15 OF TEXAS  REVISED  CIVIL  STATUTES  ANNOTATED
     ARTICLE 5069 (WHICH  REGULATES  CERTAIN  REVOLVING CREDIT LOAN ACCOUNTS AND
     REVOLVING  TRI-PARTY  ACCOUNTS)  DOES NOT APPLY TO THIS AGREEMENT OR TO THE
     NOTES. BORROWER HEREBY IRREVOCABLY SUBMITS ITSELF AND EACH OTHER RESTRICTED
     PERSON TO THE  NON-EXCLUSIVE  JURSIDCTION  OF THE STATE AND FEDERAL  COURTS
     SITTING IN THE STATE OF ARIZONA  AND AGREES AND  CONSENTS  THAT  SERVICE OF
     PROCESS  MAY  BE  MADE  UPON  IT OR ANY  RESTRICTED  PERSON  IN  ANY  LEGAL
     PROCEEDING  RELATING TO THE LOAN DOCUMENTS OR THE  OBLIGATIONS BY ANY MEANS
     ALLOWED UNDER  ARIZONA OR FEDERAL LAW. THE PARTIES  HERETO HEREBY WAIVE AND
     AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE,  THAT ANY
     SUCH  PROCEEDING  IS  BROUGHT  IN AN  INCONVENIENT  FORUM OR THAT THE VENUE
     THEREOF IS IMPROPER, AND FURTHER AGREE TO A TRANSFER OF ANY SUCH PROCEEDING
     TO A FEDERAL  COURT  SITTING IN THE STATE OF ARIZONA TO THE EXTENT  THAT IT
     HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE TO A STATE COURT IN MARICOPA
     COUNTY,  ARIZONA.  IN FURTHERANCE  THEREOF,  BORROWER AND BANK PARTIES EACH
     HEREBY  ACKNOWLEDGE  AND  AGREE  THAT IT WAS NOT  INCONVENIENT  FOR THEM TO
     NEGOTIATE AND RECEIVE  BENEFITS OF THE  TRANSACTIONS  CONTEMPLATED  BY THIS
     AGREEMENT  IN SUCH  COUNTY  AND THAT IT WILL BE  NEITHER  INCONVENIENT  NOR

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     UNFAIR TO LITIGATE OR  OTHERWISE  RESOLVE ANY DISPUTES OR CLAIMS IN A COURT
     SITTING  IN SUCH  COUNTY.  NOTHING  HEREIN  SHALL  AFFECT THE RIGHT OF BANK
     PARTIES TO SERVE PROCESS IN ANY MANNER  PERMITTED BY LAW OR SHALL LIMIT THE
     RIGHT OF BANK PARTIES TO BRING  PROCEEDINGS  AGAINST  BORROWER IN COURTS OF
     ANY OTHER JURISDICTION."

                                  ARTICLE III.

                          AMENDMENTS TO PROMISSORY NOTE

     Section 3.1. DEFINED TERMS. The definition of Base Rate Payment Date in the
third  paragraph on page 1 of the Note is hereby amended in its entirety to read
as follows:

          "BASE RATE PAYMENT  DATE" means (i) the  fifteenth  (15th) day of each
     calendar month, beginning with July 15, 2001 and (ii) any day on which past
     due interest or principal is owed hereunder and is unpaid.

     Section  3.2.  PAYMENT  OF  INTEREST.  The  third  sentence  in the  fourth
paragraph on page 1 of the Note is hereby amended in its entirety as follows:

          "On each Base Rate  Payment  Date,  Borrower  shall pay to the  holder
     hereof all unpaid  interest which has accrued on the Base Rate Loan through
     the Base Rate Payment Date."

                                   ARTICLE IV.

                            FEES AND OTHER AGREEMENTS

     Section 4.1.  CONVERSION  TO SINGLE BASE RATE LOAN.  Borrower  acknowledges
that prior to the Effective Date,  Eurodollar Loan No. l and Eurodollar Loan No.
2 were  converted and  consolidated  into the Base Rate Loan payable to Lenders.
The Base Rate Loan is the only Loan outstanding under the Credit Agreement.  The
Base Rate Loan is evidenced by the Note, as amended herein.

     Section 4.2.  AMENDMENT FEE. In consideration of Agent's agreement to enter
into this  Amendment,  Borrower shall pay to Agent for the account of Lenders an
amendment fee in the aggregate amount of $46,236.10 (the "Amendment Fee"), which
shall be due and payable on the Effective Date.

     Section 4.3. PAYMENT OF ACCRUED AND UNPAID INTEREST. On the Effective Date,
Borrower  shall pay to Agent for the account of Lenders,  all accrued and unpaid
interest on the Base Rate Loan through and including June 28, 2001.

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     Section 4.4. WAIVER OF CERTAIN  DEFAULTS.  Lenders hereby waive any Default
or Event of Default  resulting  from any violations by Borrower of the financial
covenants  set forth in  SECTIONS  7.14,  7.19 and 7.20 of the Credit  Agreement
occurring prior to the Effective Date.

     Section 4.5.  Borrower's  representatives are experienced and knowledgeable
business people,  and Borrower has been represented by independent legal counsel
who is experienced in all matters relevant to this Amendment, including, but not
limited to,  bankruptcy and insolvency law. Borrower has executed this Amendment
after being made fully aware and advised of the effect and  significance  of all
terms, conditions, and provisions of this Amendment.

     Section 4.6. In the event that Borrower files a voluntary petition,  or has
an order for relief entered  against it, under the Bankruptcy  Code or any other
similar federal or state law, Borrower  unconditionally  and irrevocably  agrees
that  Lenders  shall  be  entitled,  and  Borrower  hereby  unconditionally  and
irrevocably  consents,  to relief from the  automatic  stay so that  Lenders may
exercise any and all of their respective  rights and remedies provided under the
Credit Agreement and the Loan Documents, and at law or in equity, including, but
not limited to, taking all steps  necessary to foreclose on the  Collateral.  In
such event,  Borrower hereby agrees that it shall not, in any manner,  oppose or
otherwise  delay any motion filed by Lenders for relief from the automatic stay.
Lenders'  enforcement of the right granted herein from relief from the automatic
stay is subject  only to approval of the  bankruptcy  court in which the case is
then pending.

                                   ARTICLE V.

                           CONDITIONS OF EFFECTIVENESS

     Section 5.1.  EFFECTIVE DATE.  This Amendment shall become  effective as of
the Effective Date when and only when:

     (a) Agent shall have received all of the following, at Agent's office, duly
executed and/or  delivered and in form and substance  satisfactory to Agent, all
of the following:

          (i) this Amendment;

          (ii) a Consent of Guarantor in the form attached hereto;

          (iii) a certificate  of the President and Secretary of Borrower  dated
     the date of this Amendment  certifying as to certain  corporate matters and
     that all of the  representations  and  warranties  set forth in  Article VI
     hereof are true and correct at and as of the Effective Date;

          (iv) the Amendment Fee described in Section 4.2;

          (v) all accrued and unpaid  interest on the Base Rate Loan through and
     including June 28, 2001;

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          (vi)  a  Security  Agreement  dated  as of  the  Effective  Date  (the
     "Security Agreement");

          (vii) a Pledge  Agreement  dated as of the Effective Date (the "Pledge
     Agreement")

          (viii) a  Control  Agreement  dated as of the  Effective  Date,  among
     Borrower,  Agent, and Bank One,  Arizona,  N.A.  relating to the Remittance
     Account;

          (ix) the Warrant, dated as of the Effective Date, substantially in the
     form of Exhibit A attached hereto;

          (x) a Registration Rights Agreement executed by Borrower substantially
     in the form of Schedule 1 to the Warrant;

          (xi) UCC-1 financing statements naming Borrower, as debtor, and Agent,
     as  secured  party,  covering  the  Collateral  described  in the  Security
     Agreement  and the Pledge  Agreement,  to be filed with the  Offices of the
     Secretary of State of Arizona, Delaware and Texas;

          (xii) all  necessary  UCC financing  statement  amendments  reflecting
     Borrower's name change; and

          (xiii)  such  other  supporting  documents  as  Agent  may  reasonably
     request;

     (b) Borrower  shall have paid, in connection  with this  Amendment and such
Loan Documents, all recording, handling, amendment and other fees required to be
paid to Agent pursuant to any Loan Documents; and

     (c) Borrower  shall have paid, in connection  with this  Amendment and such
Loan Documents,  all other fees and  reimbursements to be paid to Agent pursuant
to  any  Loan  Documents,  or  otherwise  due  Agent,  and  including  fees  and
disbursements of Agent's attorneys, Bryan Cave LLP.

                                   ARTICLE VI.

                         REPRESENTATIONS AND WARRANTIES

     Section 6.1. REPRESENTATIONS AND WARRANTIES OF BORROWER. In order to induce
Agent to enter into this  Amendment,  Borrower  represents and warrants to Agent
that:

     (a) The representations and warranties contained in Article V of the Credit
Agreement,  are true and correct at and as of the Effective Date,  except to the
extent  that the facts  upon  which  such  representations  are based  have been
changed by transactions and events expressly permitted by the Credit Agreement.

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     (b) Borrower is duly  authorized to execute and deliver this  Amendment and
will continue to be duly authorized to perform its obligations  under the Credit
Agreement.  Borrower has duly taken all corporate  action necessary to authorize
the execution and delivery of this Amendment and to authorize the performance of
its obligations hereunder and under the Credit Agreement.

     (c)  The  execution  and  delivery  by  Borrower  of  this  Amendment,  the
performance by Borrower of its obligations hereunder and the consummation of the
transactions contemplated hereby do not and will not conflict with any provision
of law, statute, rule or any of its organizational documents, or of any material
agreement,  judgment, license, order or permit applicable to or binding upon it,
or result in the creation of any lien,  charge or encumbrance upon any assets or
properties or any of its assets. Except for those which have been duly obtained,
no  consent,  approval,  authorization  or  order of any  court or  governmental
authority  or third party is  required  in  connection  with the  execution  and
delivery  by  Borrower  of this  Amendment  or to  consummate  the  transactions
contemplated hereby.

     (d) When duly executed and delivered, each of this Amendment and the Credit
Agreement  will be a legal and binding  obligation of Borrower,  enforceable  in
accordance  with its  terms,  except as limited by  bankruptcy,  insolvency  and
similar laws applying to creditors' rights generally and by principles of equity
applying to creditors' rights generally.

     (e) The audited annual Consolidated  financial statements of Borrower dated
as of March 31, 2001 fairly present the Consolidated  financial position at such
date  and  the   Consolidated   statement  of  operations  and  the  changes  in
Consolidated  financial  position  for  the  periods  ending  on such  date  for
Borrower. Copies of such financial statement have been delivered to each Lender.
Since  such date no  Material  Adverse  Change  has  occurred  in the  financial
condition or businesses or in the Consolidated financial condition or businesses
of Borrower.

     (f) Attached hereto as Exhibit B is a true,  correct,  and complete list of
each Dental Practice Advance made by Borrower on or prior to the Effective Date,
which has not been repaid in full.

     (g)  CAPITALIZATION.  The authorized  capital stock of Borrower consists of
(i)  40,000,000  shares of common  stock,  par value  $.001 per share,  of which
10,572,548  shares are  issued and  outstanding  and (ii)  10,000,000  shares of
preferred stock of which zero shares are issued and outstanding.  On the date of
this  Amendment,  2,553,516  shares of  Borrower's  common  stock are subject to
outstanding stock options,  warrants or other rights to acquire shares of common
stock (whether or not such stock options, warrants or other rights are presently
exercisable).  Except  for the  foregoing,  no Person or entity has any right to
acquire any equity securities or other securities of Borrower.

                                       11
<PAGE>
                                  ARTICLE VII.

                                  MISCELLANEOUS

     Section 7.1.  RATIFICATION  OF AGREEMENTS.  The Credit  Agreement as hereby
amended is hereby ratified and confirmed in all respects. The Loan Documents, as
they may be amended or  affected  by this  Amendment  are  hereby  ratified  and
confirmed in all respects.  Any reference to the "Credit  Agreement" in any Loan
Document  shall be deemed to refer to all previous  amendments  thereof and this
Amendment  also. The  execution,  delivery and  effectiveness  of this Amendment
shall  not,  except as  expressly  provided  herein,  operate as a waiver of any
right,  power or remedy of Agent  under the Credit  Agreement  or any other Loan
Document nor constitute a waiver of any provision of the Credit Agreement or any
other Loan  Document.  In the event of any perceived  conflict or  inconsistency
between  the  provisions  of  this  Amendment  and  the  Credit  Agreement,  the
provisions of this Amendment shall govern.

     Section  7.2.  SURVIVAL OF  AGREEMENTS.  All  representations,  warranties,
covenants  and  agreements  of Borrower  herein shall  survive the execution and
delivery  of  this  Amendment  and the  performance  hereof,  including  without
limitation the making or granting of the Loan,  and shall further  survive until
all of the Obligations are paid in full. All statements and agreements contained
in any certificate or instrument delivered by Guarantor or Borrower hereunder or
under  the   Credit   Agreement   to  Agent   shall  be  deemed  to   constitute
representations  and  warranties by, or agreements and covenants of, such Person
under this Amendment and under the Credit Agreement.

     Section  7.3.  RELEASE OF CLAIMS.  Borrower  hereby  releases  and  forever
discharges all Bank Parties,  together with their respective employees,  agents,
attorneys,  officers, and directors (all of the foregoing hereinafter called the
"Released Parties"),  from any and all actions and causes of action,  judgments,
executions, suits, debts, claims, demands, liabilities, obligations, damages and
expenses of any and every character,  known or unknown,  direct and/or indirect,
at law or in  equity,  of  whatsoever  kind or  nature,  whether  heretofore  or
hereafter  accruing,  for or  because of any  matter or things  done  omitted or
suffered to be done by any of the Released  Parties  prior to and  including the
date hereof,  and in any way directly or indirectly arising out of or in any way
connected to the Credit Agreement, as amended hereby,  including but not limited
to claims of usury  (although  no such  claims  are known to exist)  (all of the
foregoing hereinafter called the "Released Matters"). Borrower acknowledges that
the  agreements  in  this  Section  7.3 are  intended  to  cover  and be in full
satisfaction  for all or any alleged  injuries or damages  arising in connection
with the Released Matters.

     Section 7.4. LOAN DOCUMENTS.  This Amendment is a "Loan Document" under the
Credit Agreement,  and all provisions in the Credit Agreement pertaining to Loan
Documents apply hereto and thereto.

     Section  7.5.  GOVERNING  LAW.  This  Amendment  shall be  governed  by and
construed in accordance  with the laws of the State of Texas and any  applicable
laws of the United  States of America in all respects,  including  construction,
validity and performance.

                                       12
<PAGE>
     Section 7.6.  COUNTERPARTS;  FAX. This Amendment may be separately executed
in counterparts and by the parties hereto,  each of which when so executed shall
be  deemed to  constitute  one and the same  Amendment.  This  Amendment  may be
validly executed in counterpart and delivered to the other party by facsimile or
other  electronic  transmission  provided  that  Borrower  delivers its original
counterpart  signature  page to Secured Party the next business day  immediately
following the date of its execution of this Amendment by depositing  same with a
reputable overnight courier service.

THIS  AMENDMENT  AND THE OTHER  LOAN  DOCUMENTS  REPRESENT  THE FINAL  AGREEMENT
BETWEEN  THE  PARTIES  AND  MAY  NOT  BE  CONTRADICTED  BY  EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS,  OR SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.


            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       13
<PAGE>
     IN WITNESS  WHEREOF,  this Amendment is executed as of the date first above
written.

BORROWER:                               E-DENTIST.COM, INC.,
                                        a Delaware corporation



                                        By: /s/ JAMES M. POWERS, JR.
                                            ------------------------------------
                                            James M. Powers, Jr.
                                            President & Chief Executive Officer


AGENT AND LENDERS:                      BANK ONE, TEXAS, N.A.



                                        By: /s/ DENNIS B. WARREN
                                            ------------------------------------
                                            Dennis B. Warren
                                            First Vice President


                                       14
<PAGE>
                              CONSENT AND AGREEMENT

     Pentegra Investments, Inc., a Delaware corporation,  hereby (i) consents to
the provisions of the foregoing  Fourth  Amendment to Credit Agreement and Other
Loan Documents and the transactions  contemplated  therein and (ii) ratifies and
confirms  the  Guaranty  dated as of June 1, 1998 made by it for the  benefit of
Bank One Texas,  N.A. and any other  Lenders  that become  parties to the Credit
Agreement  ("Guaranty") and (iii) agrees that all of its respective  obligations
and  covenants  thereunder  (to the extent it is a party  thereto)  shall remain
unimpaired  by the  execution  and  delivery  of said  Amendment  and the  other
documents and instruments executed in connection therewith and that the Guaranty
shall remain in full force and effect.

     THIS CONSENT AND AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT  BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

     THERE ARE NO UNWRITTEN AGREEMENTS OF THE PARTIES.

     IN  WITNESS  WHEREOF,  this  Consent  and  Agreement  is  executed  by  the
undersigned and is made effective as of June 29, 2001.


                                       PENTEGRA INVESTMENTS, INC.


                                       By: /s/ JAMES M. POWERS, JR.
                                           ------------------------------------
                                           James M. Powers, Jr.
                                           President and Chief Executive Officer

                                       15
<PAGE>
                                    EXHIBIT A

                                     WARRANT


                                 [SEE ATTACHED]















                                    Exhibit A
<PAGE>
                                    EXHIBIT B

                   DENTAL PRACTICE ADVANCES AS OF MAY 31, 2001

                                                                   Outstanding
                                             Issue Date             Principal
                                             ----------             ---------
 Anderson                                   June 29, 2000            63,928.58
 Barber &  Barber                           June 26, 2000           246,904.78
 Cartwright                                August 1, 2000            86,641.69
 Cavallino                                  June 30, 2000            12,873.16
 Collins                                    June 27, 2000            21,017.25
 Ford                                       June 30, 2000            72,549.63
 Greder                                  October 10, 2000           230,376.36
 Henderson                                   July 6, 2000            54,092.64
 Holleron                                   June 26, 2000            47,534.97
 Lanning                                    June 29, 2000            66,960.68
 Lee                                        June 26, 2000            34,362.62
 Legg                                       June 26, 2000            50,800.00
 Majors                                    August 1, 2000           132,808.47
 O'Brien                                    July 24, 2000           191,059.37
 Phillips                                   June 26, 2000            25,045.77
 Pinner                                     June 29, 2000            58,122.09
 Reinitz                                 December 1, 2000            37,660.08
 Richards                                  March 31, 2000           232,115.07
 Richards                                    July 5, 2000            58,561.28
 Schiro                                     July 20, 1999            56,941.11
 Schneekluth                                 July 5, 2000            90,454.41
 Smith                                      July 27, 2000           160,000.00
 Smith-Wilson                               July 12, 2000            50,221.03
 Van Zandt                              September 1, 2000           120,000.00
                                                                  ------------

                                                                  2,201,031.05
                                                                  ============

                                    Exhibit B
<PAGE>
                                   EXHIBIT D-1

                  CERTIFICATE ACCOMPANYING FINANCIAL STATEMENTS

     Reference is made to that certain Credit Agreement dated as of June 1, 1998
(as the  same has been  amended  through  the  date  hereof  and may be  further
amended,  supplemented  or  restated  following  the date  hereof,  the  "Credit
Agreement"), by and among E-DENTIST.COM,  INC., a Delaware corporation, formerly
known as Pentegra  Dental  Group,  Inc.  ("Borrower"),  BANK ONE,  TEXAS,  N.A.,
individually as a Lender and as Agent for the Lenders ("Agent"), and the parties
identified  and  defined as  "Lenders"  in the Credit  Agreement,  which  Credit
Agreement  is in full force and effect as of the date  hereof.  Terms  which are
defined in the Credit  Agreement are used herein with the meanings given them in
the Credit Agreement.

     This  Certificate is furnished  pursuant to Section 6.2(a),  Section 6.2(b)
and Section 7 of the Credit Agreement.  Together herewith Borrower is furnishing
to Agent and each Lender, Borrower's  *[unaudited/audited]  financial statements
(the    "Financial    Statements")    as   of   the    *[quarter/year]    ending
____________________   (the  "Reporting  Date").   Borrower  hereby  represents,
warrants, and acknowledges to Agent and each Lender that:

          (a) the  undersigned  is the duly elected,  qualified and acting Chief
     Financial Officer of Borrower;

          (b) the Financial Statements are accurate and complete and satisfy the
     requirements of the Credit Agreement;

          (c) attached hereto is a schedule of calculations  showing  Borrower's
     compliance  as of the  Reporting  Date  with  the  financial  covenants  of
     Sections  *[7.14,  7.19 and 7.20] of the Credit  Agreement *[or  Borrower's
     non-compliance  as of such date with the  requirements of Section(s)  7.14,
     7.19 and 7.20] of the Credit Agreement;

          (d) on the  Reporting  Date,  Borrower  was,  and on the  date  hereof
     Borrower is, in full compliance with the disclosure requirements of Section
     6.2 of the  Credit  Agreement,  and no  Default  otherwise  existed  on the
     Reporting Date or otherwise exists on the date of this instrument  *[except
     for Defaults) under Section(s)  _________________  of the Credit Agreement,
     which * [is/are] more fully described on a schedule attached hereto]; and

          (e) *[Unless  otherwise  disclosed on a schedule attached hereto,] The
     representations  and  warranties  of  Borrower  set  forth  in  the  Credit
     Agreement  and the  other  Loan  Documents  are  true and  correct,  in all
     material respects,  on and as of the date hereof (except to the extent that
     the facts on which such  representations and warranties are based have been
     changed by the  extension of credit under the Credit  Agreement),  with the
     same effect as though such  representations and warranties had been made on
     and as of the date hereof.

                              Exhibit D-1 - Page 1
<PAGE>
     The  undersigned  hereby  certifies that he has reviewed the Loan Documents
and the Financial  Statements and has otherwise undertaken such inquiry as is in
his opinion  necessary to enable him to express an informed opinion with respect
to the above representations, warranties and acknowledgments of Borrower and, to
the best of his knowledge, such representations, warranties, and acknowledgments
are true, correct and complete.

     IN WITNESS WHEREOF, this instrument is executed as of ____________________,
200__.

                                        E-DENTIST.COM, INC.



                                        By:
                                           -------------------------------------

                                        Printed Name:
                                                     ---------------------------

                                        Its: Chief Financial Officer

                              Exhibit D-1 - Page 2
<PAGE>
                                                              [FOURTH AMENDMENT]

                                   CERTIFICATE

                                       OF

                               E-DENTIST.COM, INC.

                              Dated: June 29, 2001

     Reference is made to (i) that certain Credit  Agreement dated as of June 1,
1998 (as  amended,  supplemented,  or restated to the date  hereof,  the "Credit
Agreement"), among e-dentist.com,  Inc., a Delaware corporation,  formerly known
as Pentegra Dental Group, Inc. ("Borrower"), Bank One, Texas, N.A., individually
as a Lender and as Agent (herein  called  "Agent"),  and the Lenders,  including
Agent,  party to the Credit  Agreement  ("Lenders") and (ii) that certain Fourth
Amendment  to Credit  Agreement  and  Other  Loan  Documents  dated of even date
herewith (the "Fourth Amendment") among Borrower, Agent and Lenders. Terms which
are defined in the Credit  Agreement  and which are used but not defined  herein
shall have the meanings  given them in the Credit  Agreement.  The  undersigned,
James M. Powers, Jr. and James L. Dunn, Jr., do hereby certify that:

     1. They are the duly  elected,  qualified,  and acting  President and Chief
Executive Officer and Secretary, respectively, of Borrower.

     2. All  representations and warranties made by any Restricted Person in any
Loan  Document  delivered on or before the date hereof are true on and as of the
date hereof (except to the extent that the facts upon which such representations
are based  have been  changed  by the  transactions  contemplated  in the Credit
Agreement) as if such  representations  and  warranties  had been made as of the
date hereof.

     3. No Default exists on the date hereof.

     4. Each  Restricted  Person has performed and complied with all  agreements
and  conditions  required in the Loan Documents to be performed or complied with
by it or them on or prior to the date hereof.

     5. Attached as Exhibit A to that certain  Omnibus  Certificate  dated as of
June 1, 1998 executed by the undersigned (the "Original  Omnibus  Certificate"),
is a true, correct and complete copy of certain  resolutions duly adopted by the
Board of  Directors  of  Borrower  in  accordance  with  Borrower's  Articles of
Incorporation  and  Bylaws,  and none of such  resolutions  has been  rescinded,
revoked,  modified or amended in any respect, and all of such resolutions are in
full force and effect on the date hereof and authorize the  execution,  delivery
and performance of the Fourth Amendment.

                                       1
<PAGE>
     6.  Paragraph 2 of the Original  Omnibus  Certificate is no longer true and
accurate  in all  respects,  accordingly,  the  information  contained  in  this
Paragraph  6  replaces  and  substitutes  Paragraph  2 of the  Original  Omnibus
Certificate.  The following named  individuals  are duly elected,  qualified and
acting  officers of  Borrower  and hold the  offices  set forth  opposite  their
respective  names as of the date hereof,  and the  signatures set opposite their
respective  names and  titles of said  officers  are  their  true and  authentic
signatures:

NAME                      TITLE                        SPECIMEN SIGNATURE
----                      -----                        ------------------
James M. Powers, Jr.      President and                /s/ JAMES M. POWERS, JR.
                          Chief Executive Officer

Charles Sanders           Chief Financial Officer      /s/ CHARLES SANDERS

James L. Dunn, Jr.        Secretary                    /s/ JAMES L. DUNN, JR.

     7. Exhibit B attached to the Original Omnibus Certificate is no longer true
and accurate in all respects.  Attached hereto as Schedule B is a true,  correct
and complete  copy of a  Certificate  of Amendment  of Restated  Certificate  of
Incorporation  of Borrower  which is in addition  to the  documents  attached as
Exhibit B to the Original Omnibus Certificate and such certificate amendment and
the other documents  attached as Exhibit B to the Original  Omnibus  Certificate
have not been rescinded, revoked, modified or amended in any respect are in full
force and effect on the date hereof.

     8.  Attached as Exhibit C to the Original  Omnibus  Certificate  is a true,
correct and  complete  copy of the Bylaws of  Borrower.  None of such Bylaws has
been  rescinded,  revoked,  modified or amended in any respect are in full force
and effect on the date hereof.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       2
<PAGE>
     IN WITNESS  WHEREOF,  this  instrument is executed by the undersigned as of
the date first written above.


                                        By: /s/ JAMES M. POWERS, JR.
                                            ------------------------------------
                                            James M. Powers, Jr.
                                            President and Chief Executive
                                            Officer (solely in his capacity as
                                            President and Chief Executive
                                            Officer of e-dentist.com, Inc.)

                                        By: /s/ JAMES L. DUNN, JR.
                                            ------------------------------------
                                            James L. Dunn, Jr.
                                            Secretary (solely in his capacity as
                                            Secretary of e-dentist.com, Inc.)

                                       3
<PAGE>
                                                                      SCHEDULE B

                           CERTIFICATE OF AMENDMENT OF
                      RESTATED CERTIFICATE OF INCORPORATION

                                 [see attached]
















                                       4
<PAGE>
                               SECURITY AGREEMENT

     THIS SECURITY AGREEMENT (this "Agreement") is made effective as of June 29,
2001, by e-dentist.com, Inc., a Delaware corporation, formerly known as Pentegra
Dental Group,  Inc.  ("Debtor"),  in favor of BANK ONE, TEXAS,  N.A., a national
banking association,  individually as a Lender and as Agent for the Lenders from
time to time parties to the Credit Agreement described herein ("Secured Party").
Debtor hereby agrees as follows:

                                    RECITALS

     A. Debtor and Secured Party, as Agent, and certain lenders (each a "Lender"
and  collectively,  the "Lenders") are parties to that certain Credit  Agreement
dated as of June 1, 1998,  as amended by that  certain  letter  agreement  dated
September 9, 1998, that certain First Amendment to Credit  Agreement dated as of
February 9, 1999, that certain Second  Amendment to Credit Agreement dated as of
July 15, 1999, that certain Third Amendment to Credit Agreement dated as of June
1, 2000 and that certain Fourth Amendment to Credit Agreement dated of even date
herewith (as the same may from time to time be further amended, supplemented, or
restated,  collectively,  the "Credit Agreement"),  pursuant to which credit was
extended to Debtor as provided therein.

     B.  Pursuant to the Credit  Agreement,  Debtor has  executed  that  certain
Security  Agreement  dated as of June 1, 1998,  as amended by that certain First
Amendment to Security  Agreement  dated as of June 1, 2000 (as the same may from
time to time be further amended,  supplemented, or restated,  collectively,  the
"Original  Agreement")  in favor of Secured  Party,  as Agent for the benefit of
Lenders,  pursuant to which Debtor granted to Secured Party a security  interest
in the Collateral as defined therein.

     C. Debtor and Secured Party desire to amend certain terms and provisions of
the Credit Agreement  pursuant to the Fourth Amendment to Credit Agreement,  and
Secured Party is willing to enter into the Fourth Amendment to Credit Agreement,
but only upon the condition  that Debtor shall have executed and delivered  this
Agreement.

                                    AGREEMENT

     NOW THEREFORE,  in  consideration  of the premises and the mutual covenants
and agreements  contained  herein,  in the Credit  Agreement and in the Original
Agreement,  in  consideration of the loans which have been made by Secured Party
to Debtor,  in order to induce Secured Party to enter into the Fourth  Amendment
to Credit Agreement and for other good and valuable  consideration,  the receipt
and sufficiency of which are hereby  acknowledged,  the parties hereto do hereby
agree as follows:

                                       1
<PAGE>
     Section 1. DEFINITIONS AND CONSTRUCTION.

     Section 1.1.  GENERAL  DEFINITIONS.  Among the terms used in this Agreement
are the following:

     "ACCOUNTS" has the meaning given it in Section 2.1.

     "COLLATERAL" means all of Debtor's right, title and interest,  now existing
or  hereafter  acquired,  in and to all  property,  of whatever  type,  which is
described  in Section  2.1 as being at any time  subject to a security  interest
hereunder to Secured Party.

     "COLLATERAL ACCOUNT" has the meaning given it in Section 3.2(k).

     "CREDIT AGREEMENT" has the meaning given it in Recital A above.

     "GENERAL INTANGIBLES" has the meaning given it in Section 2.1.

     "INSTRUMENTS" has the meaning given it in Section 2.1.

     "RECEIVABLES" has the meaning given it in Section 2.1.

     "REMITTANCE ACCOUNT" has the meaning given it in Section 2.1.

     "SECURED OBLIGATIONS" has the meaning given it in Section 2.2.

     Section 1.2.  CONSTRUCTION.  All  capitalized  terms used in this Agreement
which are defined in the Credit Agreement and not otherwise defined herein shall
have the same  meanings  herein as set  forth  therein.  All terms  used in this
Agreement  which are defined in the Uniform  Commercial Code currently in effect
in the State of Arizona (the "Code") and not otherwise  defined herein or in the
Credit  Agreement  shall  have the same  meanings  herein as set forth  therein,
except  where the  context  otherwise  requires.  Unless the  context  otherwise
requires or unless otherwise provided herein,  references in this Agreement to a
particular  agreement,  instrument or document  (including,  but not limited to,
references in Section 2.1) also refer to and include all  renewals,  extensions,
amendments,  modifications,  supplements or  restatements of any such agreement,
instrument or document, provided that nothing contained in this Section shall be
construed to allow,  without  written  consent of Secured  Party,  any Person to
execute  or enter into any such  renewal,  extension,  amendment,  modification,
supplement or restatement.

     Section 2. SECURITY INTEREST.

     Section 2.1. GRANT OF SECURITY INTEREST.  As collateral security for all of
the Secured Obligations,  Debtor hereby pledges and assigns to Secured Party and
grants to Secured  Party a  continuing  security  interest,  for the  benefit of
Lenders, in all of the following (the "Collateral"):

     ACCOUNTS.  All  "accounts"  (as defined in the Code) of any kind, and shall
include,  without limitation,  all accounts  receivable  (including any accounts
receivable  of any  Dental  Practice  Group),  book  debts  and  other  forms of
obligations  (other  than  forms of  obligations  evidenced  by  chattel  paper,
documents  or  instruments)  now owned or  hereafter  received or acquired by or

                                       2
<PAGE>
belonging  or owing to Debtor,  whether  arising  out of goods sold or  services
rendered  by  Debtor  or from any  other  transaction,  whether  or not the same
involves the sale of goods or services by Debtor (including, without limitation,
any such obligation  which may be  characterized as an account or contract right
under the Code), and all of Debtor's rights in, to and under all purchase orders
or receipts now owned or hereafter acquired by it for goods or services, and all
of Debtor's  rights to any goods  represented by any of the  foregoing,  and all
monies due or to become due to Debtor under all purchase  orders,  contracts and
agreements  for the sale of  goods or the  performance  of  services  or both by
Debtor  (whether  or not yet earned by  performance  on the part of Debtor or in
connection with any other transaction), now in existence or hereafter occurring,
including without  limitation the right to receive the proceeds of said purchase
orders,  contracts  and  agreements,   and  all  chattel  paper,  documents  and
instruments  of any kind,  relating  to such  accounts  and all rights in, to or
under all management service agreements,  security agreements,  leases and other
contracts  securing or otherwise  relating to any such accounts,  chattel paper,
documents,  or  instruments,  and all collateral  security and guarantees of any
kind  given  by  any  Person  with  respect  to  any  of  the   foregoing   (the
"Receivables").

     BANK ACCOUNTS.  The Collateral  Account (as hereinafter  defined),  and all
funds  and  investments  held in the  Collateral  Account  from  time to time or
purchased  with proceeds  thereof,  and any and all other moneys,  securities or
other property (and the proceeds  therefrom) of the Debtor now or hereafter held
or  received  by or in transit to  Secured  Party or any Lender  from or for the
account of Debtor,  whether  for  safekeeping,  custody,  pledge,  transmission,
collection  or  otherwise,  any and all  deposits  (general or special,  time or
demand,  provisional  or final) of the Debtor with Secured  Party or any Lender,
and any other  credits  and  claims of the Debtor at any time  existing  against
Secured Party or any Lender, including claims under certificates of deposit.

     BANK ONE, ARIZONA, N.A. ACCOUNTS.  (i) Account number 4848-6521 in the name
of Debtor established with Bank One, Arizona, N.A. for the purposes set forth in
Section  6.18 of the  Credit  Agreement  and any and all  deposits  (general  or
special,  time or demand,  provisional or final) now or at any time hereafter on
deposit  in such  account  (the  "Remittance  Account"),  (ii) any and all other
accounts and deposits (general or special, time or demand, provisional or final)
of Debtor with Bank One,  Arizona,  N.A.,  (iii) all money and all  instruments,
certificates,  investment property, documents, and writings evidencing the same,
(iv) all sums due or to become  due  thereon,  and all  extensions  or  renewals
thereof,  if the accounts may be extended or renewed,  and (v) any other credits
and  claims of Debtor at any time  existing  against  Bank One,  Arizona,  N.A.,
including claims under certificates of deposit.

     EQUIPMENT.  All "equipment" (as defined in the Code) of any kind (including
any equipment used in any Dental  Practice  Group),  and shall include,  without
limitation, all machinery,  equipment,  furnishings,  vehicles and computers and
other  electronic  data-processing  and other  office  equipment  of any  nature
whatsoever, any and all additions,  substitutions and replacements of any of the
foregoing,  wherever located,  together with all attachments components,  parts,
equipment and accessories installed thereon or affixed thereto.

     GENERAL  INTANGIBLES,  ETC.  All "general  intangibles"  (as defined in the
Code) (including,  without limiting the foregoing in any respect, all management
service  agreements  between  the  Debtor and any third  parties,  all choses in

                                       3
<PAGE>
action,  tax refunds,  and insurance  proceeds),  all chattel paper,  documents,
instruments,  security  agreements,  leases,  other contracts and money, and all
other  rights of Debtor  (except  those  constituting  Receivables)  to  receive
payments of money or the ownership of property (the "General Intangibles").

     INSTRUMENTS. All "instruments" (as defined in the Code) in all forms (other
than securities)  including,  but not limited to, the Dental Practice Notes, and
all interest, cash and other instruments or other writings or property from time
to time  received,  receivable  or  otherwise  distributed  in  respect of or in
exchange  for or in  renewal  or  extension  of  any  or  all  of the  foregoing
instruments  including,  but not limited to, the Dental  Practice  Payments (the
"Instruments").

     INVENTORY.  All "inventory" (as defined in the Code) of any kind (including
any inventory used in any Dental  Practice  Group),  and shall include,  without
limitation, all inventory, merchandise, goods and other personal property, which
are held by or on behalf of Debtor for sale or lease or are  furnished or are to
be furnished  under a contract of services or which  constitute  raw  materials,
work in process or  materials  used or  consumed  or to be used or  consumed  in
Debtor's business, or the processing, packaging, promotion, delivery or shipping
of the same, and all finished goods,  whether or not such inventory is listed on
any schedules,  assignments  or reports  furnished to Secured Party from time to
time and whether or not the same is in transit or in the constructive, actual or
exclusive  occupancy or  possession  of Debtor or is held by Debtor or by others
for  Debtor's  account,  including,  without  limitation,  all goods  covered by
purchase  orders and contracts  with  suppliers and all goods billed and held by
suppliers and all inventory which may be located on the premises of Debtor or of
any carriers, forwarding agents, truckers, warehousemen, vendors, selling agents
or other Persons.

     TRADEMARKS.  All trademarks,  trade names,  corporate names, company names,
business names,  fictitious  business names, trade styles,  service marks, logos
and any other designs or sources of business  identifiers,  indicia of origin or
similar  devices  (including  any of the foregoing  used in any Dental  Practice
Group), all registrations with respect thereto, all applications with respect to
the  foregoing,  and all  extensions  and  renewals  with  respect to any of the
foregoing,  together with all of the goodwill associated therewith, in each case
whether now or hereafter  existing,  and all rights and interest associated with
the foregoing.

     OTHER COLLATERAL.  To the extent not otherwise covered by the foregoing all
chattel  paper,  documents,  instruments,  money  and  other  types of  personal
property.

     RELATED COLLATERAL AND PROCEEDS. All books and records (including,  without
limitation, customer lists, computer software, computer hardware, computer disks
and tapes and other  materials  and records) of Debtor  pertaining in any way to
any or all of the foregoing;  all parts of, all accessions to, all  replacements
for,  all products of, all payments of any type in lieu of or in respect of, and
all documents and general intangibles  covering or relating to any or all of the
foregoing;  all proceeds of any and all of the foregoing  Collateral and, to the
extent not otherwise  included,  all payments  under  insurance  (whether or not
Secured Party is the payee thereof) or under any indemnity, warranty or guaranty
by  reason  of  loss  to or  otherwise  with  respect  to any  of the  foregoing
Collateral.

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<PAGE>
In each case, the foregoing shall be covered by this  Agreement,  whether now or
hereafter  existing,  and whether Debtor's ownership or other rights therein are
now held or hereafter acquired and howsoever Debtor's interest therein may arise
or appear (whether by ownership, security interest, claim or otherwise).

     Section 2.2.  OBLIGATIONS  SECURED. The security interest created hereby in
the  Collateral   constitutes   continuing   collateral  security  for  (i)  the
"Obligations" as defined in the Credit  Agreement,  and all amounts from time to
time  owing by Debtor  under the Credit  Agreement,  the Note and the other Loan
Documents  whether now existing or hereafter  arising,  (ii) all other loans and
future advances made by Secured Party, any Affiliate of Bank One, Texas, N.A. or
any Lender to Debtor and all other debts,  obligations  and liabilities of every
kind and character of Debtor now or hereafter existing in favor of Secured Party
or  Lenders,  whether  such  debts,  obligations  or  liabilities  be  direct or
indirect,  primary or  secondary,  joint or several,  fixed or  contingent,  and
whether  originally  payable  to Lenders  or to a third  party and  subsequently
acquired by a Lender,  and whether such debts,  obligations or  liabilities  are
evidenced by notes, open account,  overdraft,  endorsement,  security agreement,
guaranty,  or otherwise (it being  contemplated that Debtor may hereafter become
indebted to Lenders in further sum or sums but Lenders  shall have no obligation
to extend  further  indebtedness  by reason  of this  Agreement),  (iii) the due
performance and observance by Debtor of all of its other  obligations  from time
to time existing under or in respect of any of the Loan Documents,  and (iv) the
payment and  performance of any and all present or future  obligations of Debtor
according to the terms of any present or future  interest  rate or currency rate
swap,  rate cap, rate floor,  rate collar,  exchange  transaction,  forward rate
agreement,  or other  exchange  rate  protection  agreements  or any option with
respect to any such  transaction now existing or hereafter  entered into between
Debtor, any Subsidiary of Debtor, and one or more parties  constituting  Secured
Party or any Lender (or any affiliate of any Lender) (collectively, the "Secured
Obligations").

     Section 3. REPRESENTATIONS, WARRANTIES AND COVENANTS.

     Section 3.1. REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants
as follows:

     (a)  OWNERSHIP  AND  LIENS.  Debtor  has good and  marketable  title to the
          Collateral   free  and  clear  of  all  liens,   security   interests,
          encumbrances  or  adverse  claims,  except for the  security  interest
          created by this Agreement and Permitted  Liens.  No dispute,  right of
          setoff (except as provided in certain management service  agreements),
          counterclaim  or defense exists with respect to all or any part of the
          Collateral.  No  effective  financing  statement  or other  instrument
          similar in effect  covering  all or any part of the  Collateral  is on
          file in any  recording  office  except  such as may have been filed in
          favor of Secured Party relating to this Agreement and Permitted Liens.

     (b)  SECURITY  INTEREST.  Debtor has and will have at all times full right,
          power and authority to grant a security  interest in the Collateral to
          Secured  Party in the manner  provided  herein,  free and clear of any
          lien,  security  interest or other charge or  encumbrance,  except for
          Permitted Liens.  This Agreement  creates a valid and binding security
          interest  in favor of Secured  Party in the  Collateral  securing  the
          Secured Obligations.

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<PAGE>
     (c)  LOCATION.  Debtor's  residence or chief executive office and principal
          place of  business,  as the  case may be,  and the  office  where  the
          records  concerning  the Collateral are kept is located at its address
          set forth next to Debtor's signature below.

     Section 3.2.  COVENANTS.  Unless Secured Party shall  otherwise  consent in
writing,  Debtor will at all times comply with the  covenants  contained in this
Section 3.2.

     (a)  FURTHER  ASSURANCES.  Debtor will,  at its expense and at any time and
          from  time  to  time,   promptly   execute  and  deliver  all  further
          instruments  and  documents  and take all  further  action that may be
          necessary or desirable or that Secured  Party may request in order (i)
          to perfect and protect the security  interest  created or purported to
          be created  hereby and the first  priority of such security  interest;
          (ii) to enable  Secured  Party to exercise  and enforce its rights and
          remedies hereunder in respect of the Collateral; or (iii) to otherwise
          effect the purposes of this Agreement.

     (b)  INSPECTION OF COLLATERAL  AND  INFORMATION.  Debtor will keep adequate
          records  concerning  the  Collateral and will permit Secured Party and
          all representatives  appointed by Secured Party, including independent
          accountants,  agents,  attorneys,  appraisers and any other persons to
          inspect any of the Collateral and the books and records of or relating
          to the  Collateral at any time during normal  business  hours,  and to
          make photocopies and photographs thereof, and to write down and record
          any  information  as such  representatives  shall obtain.  Debtor will
          furnish to Secured Party any information  which Secured Party may from
          time  to  time  request   concerning   any   covenant,   provision  or
          representation contained herein or any other matter in connection with
          the Collateral.

     (c)  CONDITION OF GOODS. Obligor will maintain,  preserve, protect and keep
          all Collateral which constitutes  goods in good condition,  repair and
          working order  (ordinary  wear and tear  excepted) and will cause such
          Collateral to be used and operated in a good and  workmanlike  manner,
          in accordance  with applicable law and in a manner which will not make
          void or  cancelable  any  insurance  with respect to such  Collateral.
          Obligor  will   promptly  make  or  cause  to  be  made  all  repairs,
          replacements  and  other  improvements  to or in  connection  with the
          Collateral  which are necessary or desirable or that Secured Party may
          request to such end.

     (d)  INSURANCE AND PAYMENT OF TAXES,  ETC. Debtor will, at its own expense,
          maintain  insurance with respect to all Collateral  which  constitutes
          goods in such amounts,  against such risks, in such form and with such
          insurers, as shall be satisfactory to Secured Party from time to time.
          Debtor (i) will timely pay all property  and other taxes,  assessments
          and governmental  charges or levies imposed upon the Collateral or any
          part thereof; (ii) will timely pay all lawful claims which, if unpaid,

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<PAGE>
          might become a lien or charge upon the Collateral or any part thereof;
          and (iii) will maintain appropriate accruals and reserves for all such
          liabilities in a timely fashion in accordance with generally  accepted
          accounting   principles.   Debtor  may,   however,   delay  paying  or
          discharging   any  such  taxes,   assessments,   charges,   claims  or
          liabilities so long as the validity thereof is contested in good faith
          by  proper  proceedings  and it has set  aside on its  books  adequate
          reserves therefor.

     (e)  RECEIVABLES AND GENERAL INTANGIBLES.  Debtor will, except as otherwise
          provided herein,  collect,  at its own expense,  all amounts due or to
          become due under each of the Receivables and General  Intangibles.  In
          connection with such collections,  Debtor may (and, at Secured Party's
          direction,  will) take such action as Debtor or Secured Party may deem
          necessary or advisable to enforce collection or performance of each of
          the Receivables and General Intangibles.  Debtor will duly perform and
          cause to be performed all of its obligations with respect to the goods
          or services, the sale or lease or rendition of which gave rise or will
          give  rise  to  each  Receivable  and  all  of its  obligations  to be
          performed under or with respect to the General Intangibles.

     (f)  DELIVERY  OF  PLEDGED   COLLATERAL.   All   instruments  and  writings
          constituting  Instruments  from  time to time  shall be  delivered  to
          Secured  Party  promptly  upon the receipt  thereof by or on behalf of
          Obligor. All such Instruments shall be held by or on behalf of Secured
          Party  pursuant  hereto and shall be  delivered  in suitable  form for
          transfer  by  delivery  with  any  necessary  endorsement  or shall be
          accompanied by fully executed instruments of transfer or assignment in
          blank, all in form and substance satisfactory to Secured Party.

     (g)  TRANSFER OR ENCUMBRANCE. Debtor will not sell, assign (by operation of
          law or otherwise),  transfer,  exchange, lease or otherwise dispose of
          any of the  Collateral,  nor  will  Debtor  grant a lien  or  security
          interest  in or execute,  file or record any  financing  statement  or
          other security  instrument  with respect to the  Collateral,  nor will
          Debtor deliver actual or constructive  possession of the Collateral to
          any other Person.

     (h)  POSSESSION  AND  COMPROMISE  OF  COLLATERAL.  Debtor will not cause or
          permit the removal of any item of the Collateral  from its possession,
          control and risk of loss. Debtor will not adjust, settle,  compromise,
          amend or  modify  any of the  Collateral,  other  than an  adjustment,
          settlement, compromise, amendment or modification in good faith and in
          the ordinary course of business,  other than during the continuance of
          an Event of Default, of any Receivable or General Intangible.

     (i)  FINANCING  STATEMENT  FILINGS.  Debtor  will not cause or  permit  any
          change to be made in its name, identity or corporate structure, or any
          change  to be made to a  jurisdiction  other  than as  represented  in
          Section  3.1 hereof (i) in the  location of any  Collateral,  (ii) the
          location  of any records  concerning  any  Collateral  or (iii) in the
          location  of Debtor's  residence  or chief  executive  office or chief
          place of  business,  as the  case may be,  unless  Debtor  shall  have

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<PAGE>
          notified  Secured Party of such change at lease thirty (30) days prior
          to the effective  date of such change,  and shall have first taken all
          action required by Secured Party for the purpose of further perfecting
          or protecting  the security  interest in favor of Secured Party in the
          Collateral.

     (j)  COLLECTION LOCKBOX.  Upon the occurrence and during the continuance of
          an Event of Default,  Debtor shall  instruct  all account  debtors and
          other Persons  obligated to make payments to Debtor on any Collateral,
          to make  such  payments  to a  lockbox  held in the name and under the
          control of Secured Party (the "Lockbox") and Debtor shall enter into a
          lockbox agreement with Secured Party for the receipt and processing of
          such  payments,  in form and substance  acceptable  to Secured  Party,
          which  shall,  among other  things,  provide for the transfer of funds
          from the Lockbox to Secured  Party as provided  below.  If during such
          time when the proceeds of any  Collateral  are being  deposited in the
          Lockbox, the Debtor receives the proceeds of any Collateral (including
          any  payments  with respect to which  instructions  have been given as
          provided  above),  Debtor  shall as promptly as possible  deposit such
          proceeds into the Lockbox. Until so deposited, all such proceeds shall
          be held in  trust  by  Debtor  for  Secured  Party  and  shall  not be
          commingled with any other funds or property of Debtor, and Debtor will
          not  adjust,  settle or  compromise  the amount or payment of any such
          Collateral or release  wholly or partly any account  debtor or obligor
          thereof or allow any credit or discount thereon.

     (k)  COLLATERAL  ACCOUNT.  All  receipts of the Lockbox  shall be deposited
          daily  into a deposit  account  in the name and under the  control  of
          Secured Party (the  "Collateral  Account").  Amounts on deposit in the
          Collateral  Account  shall  either  remain on  deposit  therein  or be
          invested and re-invested from time to time in such Liquid  Investments
          as Debtor (or, if a Default or Event of Default  has  occurred  and is
          continuing,  Secured Party) shall determine,  which Liquid Investments
          shall be held in the name and be under the  control of  Secured  Party
          until liquidated and applied as provided in the following  subsection.
          Any income  received by Secured Party with respect to the balance from
          time  to  time  standing  to the  credit  of the  Collateral  Account,
          including  any  interest on or proceeds of Liquid  Investments,  shall
          also remain, or be deposited,  in the Collateral  Account.  All right,
          title and  interest in and to the amounts on deposit from time to time
          in the Collateral  Account,  together with any Liquid Investments from
          time to time made  pursuant  to this  section  shall  vest in  Secured
          Party,  shall constitute part of the Collateral  hereunder,  and shall
          not  constitute  payment  of the  Secured  Obligations  until  applied
          thereto as herein provided.

     (l)  DISTRIBUTION  OF  COLLATERAL  ACCOUNT.  At any time when no Default or
          Event of Default  has  occurred  and is  continuing,  the  outstanding
          balance in the Collateral  Account shall be distributed to Debtor upon
          the order of Debtor.  If immediately  available cash on deposit in the
          Collateral  Account is not sufficient to make any such distribution to
          Debtor,  Secured  Party shall  liquidate  as  promptly as  practicable

                                       8
<PAGE>
          Liquid  Investments as required to obtain sufficient cash to make such
          distribution and, notwithstanding any other provision of this section,
          such  distribution  shall not be made until such liquidation has taken
          place.  During the  continuation  of a Default or an Event of Default,
          Secured  Party  shall,  at  Secured  Party's  discretion,  either  (i)
          continue to hold the balance of the Collateral  Account and all Liquid
          Investments  as  Collateral,  or (ii) apply any or all of the  balance
          from time to time  standing  to the credit of the  Collateral  Account
          (subject to  collection) as specified in Section 4.3 and liquidate any
          or all Liquid  Investments and apply the proceeds thereof as specified
          in Section 4.3.

     (m)  As used in this section,  "LIQUID  INVESTMENT" means any investment in
          the name of Secured  Party (and,  in the opinion of counsel to Secured
          Party, appropriately subject to a perfected security interest in favor
          of Secured  Party) which matures within one month after it is acquired
          by Secured  Party and is either (i) a  certificate  of deposit or time
          deposit  issued by any Lender or (ii) an  obligation  entitled  to the
          full faith and credit of the United States which is in book-entry form
          and  subject  to  pledge  under  applicable  state  law  and  Treasury
          regulations.

     (n)  REMITTANCE  ACCOUNT.  Debtor  shall  not  have  any  right to make any
          withdrawals  from or issue  checks  against  the  Remittance  Account.
          Secured Party will apply  distributions from the Remittance Account in
          accordance with the express provisions of the Credit Agreement.

                  Section 4.        REMEDIES; POWERS AND AUTHORIZATIONS.

     Section 4.1. PROVISIONS CONCERNING THE COLLATERAL.

     (a)  POWER OF  ATTORNEY.  If  Default  or Event of  Default  exists  and is
          continuing,  Debtor  hereby  irrevocably  appoints  Secured  Party  as
          Debtor's  attorney-in-fact and proxy, with full authority in the place
          and stead of Debtor and in the name of Debtor or otherwise,  from time
          to time in  Secured  Party's  discretion,  to take any  action  and to
          execute any  instrument  which  Secured  Party may deem  necessary  or
          advisable to accomplish the purposes of this Agreement.

     (b)  PERFORMANCE BY SECURED PARTY. If Debtor fails to perform any agreement
          or obligation  contained herein,  Secured Party may itself perform, or
          cause  performance of, such agreement or obligation,  and the expenses
          of Secured Party incurred in connection  therewith shall be payable by
          Debtor under Section 4.5.

     Section 4.2. EVENT OF DEFAULT - REMEDIES. If an Event of Default shall have
occurred  and be  continuing,  and without  limiting  other  rights and remedies
provided  herein,  under the Loan  Documents or  otherwise  available to Secured
Party, Secured Party may from time to time in its discretion, without limitation
and without  notice (a) exercise in respect of the Collateral all the rights and
remedies of a secured  party on default  under the Code (whether or not the Code
applies to the affected  Collateral);  (b) require  Debtor to, and Debtor hereby
agrees that it will at its expense and upon request of Secured Party  forthwith,
assemble all or part of the  Collateral as directed by Secured Party and make it

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<PAGE>
available to Secured Party at a place to be designated by Secured Party which is
convenient  to both  parties;  (c) reduce its claim to judgment or  foreclose or
otherwise enforce,  in whole or in part, the security interest created hereby by
any  available  judicial  procedure;   or  (d)  apply  by  appropriate  judicial
proceedings  for  appointment  of a  receiver  for the  Collateral,  or any part
thereof, and Debtor hereby consents to any such appointment. Debtor agrees that,
to the extent  notice of sale shall be  required by law, at least ten (10) days'
notice  to Debtor of the time and  place of any  public  sale or the time  after
which any private sale is to be made shall constitute  reasonable  notification.
Secured Party shall not be obligated to make any sale of  Collateral  regardless
of notice of sale  having been  given.  Secured  Party may adjourn any public or
private  sale from  time to time by  announcement  at the time and  place  fixed
therefor,  and such sale may,  without further  notice,  be made at the time and
place to which it was so adjourned.

     Section 4.3.  APPLICATION  OF PROCEEDS.  If any Default or Event of Default
shall have occurred and be continuing, Secured Party may in its discretion apply
any cash held by Secured Party as Collateral,  and any cash proceeds received by
Secured Party in respect of any sale of,  collection from, or other  realization
upon all or any part of the  Collateral,  to any or all of the following in such
order as  Secured  Party  may  elect:  (a) to the  repayment  of the  costs  and
expenses,  including reasonable attorneys' fees and legal expenses,  incurred by
Secured Party in connection with: (i) the administration of this Agreement, (ii)
the custody, preservation, use or operation of, or the sale of, collection from,
or other realization upon, any Collateral,  (iii) the exercise or enforcement of
any of the rights of Secured Party  hereunder,  or (iv) the failure of Debtor to
perform or observe  any of the  provisions  hereof;  (b) to the payment or other
satisfaction of any liens and other encumbrances upon any of the Collateral; (c)
to the satisfaction of any other Secured Obligations; (d) by holding the same as
Collateral;  (e) to the payment of any other amounts  required by applicable law
(including, without limitation, Section 9.504(a)(3) of the Code or any successor
or similar, applicable statutory provision); and (f) by delivery to Debtor or to
whomsoever  shall be  lawfully  entitled  to  receive  the same or as a court of
competent jurisdiction shall direct.

     Section  4.4.  DEFICIENCY.  In the  event  that the  proceeds  of any sale,
collection  or  realization   of  or  upon   Collateral  by  Secured  Party  are
insufficient  to pay all  amounts to which  Secured  Party is legally  entitled,
Debtor shall be liable for the  deficiency,  together with  interest  thereon at
such other rate as shall be fixed by applicable law,  together with the costs of
collection and the reasonable fees of any attorneys employed by Secured Party to
collect such deficiency.

     Section 4.5. INDEMNITY AND EXPENSES.

     (a)  Debtor hereby  indemnifies  and agrees to hold harmless  Secured Party
          and each Lender and their respective officers,  directors,  employees,
          agents and counsel (each an "Indemnified Person") from and against any
          and all liabilities,  obligations, claims, losses, damages, penalties,
          actions,  judgments,  suits,  costs,  expenses or disbursements of any
          kind or nature  whatsoever  ("Claims  and  Liabilities")  which may be
          imposed on, incurred by, or asserted  against any  Indemnified  Person
          growing out of or resulting from this  Agreement and the  transactions
          and  events  at  any  time   associated   therewith.   THE   FOREGOING

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<PAGE>
          INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS AND LIABILITIES
          ARE IN ANY WAY OR TO ANY EXTENT OWED,  IN WHOLE OR IN PART,  UNDER ANY
          CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED IN WHOLE OR IN PART
          BY ANY NEGLIGENT ACT OR OMISSION BY ANY INDEMNIFIED PERSON,  except to
          the limited extent any Claims and Liabilities of an Indemnified Person
          are proximately  caused by such Indemnified  Person's gross negligence
          or  willful  misconduct.  The  indemnification  provided  for in  this
          section shall survive the termination of this Agreement.

     (b)  Debtor will upon demand pay to Secured Party the amount of any and all
          costs and expenses,  including the fees and  disbursements  of Secured
          Party's counsel and of any experts and agents, which Secured Party may
          incur in connection with: (i) the transaction  which give rise to this
          Agreement;  (ii) the  preparation of this Agreement and the perfection
          and  preservation  of  this  security   interest  created  under  this
          Agreement;  (iii)  the  administration  of this  Agreement;  (iv)  the
          custody, preservation, use or operation of, or the sale of, collection
          from, or other realization  upon, any Collateral;  (v) the exercise or
          enforcement of any of the rights of Secured Party  hereunder;  or (vi)
          the  failure by Debtor to perform  or  observe  any of the  provisions
          hereof,   except   expenses   resulting  from  Secured  Party's  gross
          negligence or willful misconduct.

     Section 5. MISCELLANEOUS.

     Section 5.1. WAIVER AND AMENDMENT.  No failure or delay by Secured Party in
exercising  any right,  power or remedy which  Secured Party may have under this
Agreement  shall  operate as a waiver  thereof or of any other  right,  power of
remedy,  nor shall any single or partial  exercise by Secured  Party of any such
right,  power or remedy preclude any other or future exercise  thereof or of any
other right,  power or remedy.  No waiver of any provision of this Agreement and
no consent to any departure  therefrom  shall ever be effective  unless it is in
writing and signed by Secured  Party,  and then such waiver or consent  shall be
effective  only in the specific  instances  and for the purposes for which given
and to the extent specified in such writing.  No modification or amendment of or
supplement to this Agreement  shall be valid or effective  unless the same is in
writing and signed by the party  against  whom it is sought to be  enforced.  In
addition,  all such amendments and waivers shall be effective only if given with
the necessary approvals of Lenders as required in the Credit Agreement.

     Section 5.2.  NOTICES.  Any notice or  communication  required or permitted
hereunder shall be given as provided in the Credit Agreement.

     Section  5.3.  PRESERVATION  OF  RIGHTS.  No failure on the part of Secured
Party to exercise, and no delay in exercising,  any right hereunder or under any
other Loan Document shall operate as a waiver  thereof;  nor shall any single or
partial  exercise  of any such  right  preclude  any other or  further  exercise
thereof or the exercise of any other right.  The rights and remedies of Secured.
Party  provided  herein are cumulative and are in addition to, and not exclusive
of, any rights or remedies provided by law.

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<PAGE>
     Section  5.4.  BINDING  EFFECT AND  ASSIGNMENT.  This  Agreement  creates a
continuing  security  interest  in the  Collateral  and (a) shall be  binding on
Debtor and its  successors and permitted  assigns and (b) shall inure,  together
with all rights and  remedies  of Secured  Party  hereunder,  to the  benefit of
Secured  Party and  Lenders and their  respective  successors,  transferees  and
assigns.  None of the rights or obligations of Debtor  hereunder may be assigned
or otherwise transferred without the prior written consent of Secured Party.

     Section 5.5.  TERMINATION.  It is  contemplated  by the parties hereto that
there  may  be  times  when  no  Secured   Obligations  are   outstanding,   but
notwithstanding such occurrences, this Agreement shall remain valid and shall be
in full force and effect as to subsequent outstanding Secured Obligations.  Upon
written request for the termination hereof delivered by Debtor to Secured Party,
if no Secured  Obligations  are  outstanding,  and the Credit  Agreement and the
commitment  of Lenders to extend  credit to Debtor have  terminated  or expired,
this  Agreement and the security  interest  created  hereby shall  terminate and
Secured  Party  will at  Debtor's  expense,  (a)  return to  Debtor  such of the
Collateral  as shall not have  been sold or  otherwise  disposed  of or  applied
pursuant  to the terms  hereof;  and (b)  execute  and  deliver  to Debtor  such
documents as Debtor shall reasonably request to evidence such termination.

     SECTION  5.6.  GOVERNING  LAW.  THIS  AGREEMENT  SHALL BE  GOVERNED  BY AND
CONSTRUED AND ENFORCED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF ARIZONA AND
THE  LAWS OF THE  UNITED  STATES  OF  AMERICA;  EXCEPT  TO THE  EXTENT  THAT THE
PERFECTION  AND THE  EFFECT OF  PERFECTION  OR  NON-PERFECTION  OF THE  SECURITY
INTEREST  CREATED HEREBY ARE GOVERNED BY THE LAWS OF A  JURISDICTION  OTHER THAN
THE STATE OF ARIZONA.

     Section 5.7 RATIFICATION OF ORIGINAL AGREEMENT.  Debtor hereby ratifies and
confirms the Original  Agreement and ratifies,  confirms,  extends,  grants, and
re-grants to Secured  Party the security  interest and Liens  granted to Secured
Party in the  Collateral to secure payment of all  Obligations,  as described in
the Original  Agreement.  Any  reference to the Original  Agreement in any other
document  shall be  deemed  to  refer to this  Agreement  also.  The  execution,
delivery and  effectiveness  of this  Agreement  shall not,  except as expressly
provided herein,  operate as a waiver of any provision of the Original Agreement
or any other document.

     Section 5.8 COUNTERPARTS; FAX. This Agreement may be separately executed in
counterparts and by the parties hereto,  each of which when so executed shall be
deemed to constitute one and the same  Agreement.  This Agreement may be validly
executed in  counterpart  and delivered to the other party by facsimile or other
electronic  transmission  provided that Debtor delivers its original counterpart
signature page to Secured Party the next business day immediately  following the
date of its  execution  of this  Agreement by  depositing  same with a reputable
overnight courier service.

     Section 5.9 LOAN  DOCUMENT;  SECURITY  DOCUMENT.  This Agreement is a "Loan
Document"  and a "Security  Document," as defined in the Credit  Agreement,  and
this  Agreement is subject to all provisions of the Credit  Agreement  governing
Loan Documents and Security Documents.

                                       12
<PAGE>
     IN WITNESS  WHEREOF,  Debtor has caused this  Agreement  to be executed and
delivered by its officer  thereunto duly authorized,  as of the date first above
written.



DEBTOR:                                 E-DENTIST.COM, INC.,
                                        a Delaware corporation


Address:                                By: /s/ JAMES M. POWERS, JR.
                                            ------------------------------------
2999 No. 44th St., Suite 650                James M. Powers, Jr.
Phoenix, Arizona 85018                      President & Chief Executive Officer


                                       13
<PAGE>
                                PLEDGE AGREEMENT

     THIS PLEDGE  AGREEMENT (this  "Agreement") is made effective as of June 29,
2001, by e-dentist.com, Inc., a Delaware corporation, formerly known as Pentegra
Dental Group, Inc. (herein called "Debtor"),  in favor of Bank One, Texas, N.A.,
a national  banking  association,  individually as a Lender and as Agent for the
"Lenders" from time to time parties to the "Credit  Agreement," as defined below
(herein called "Secured Party").

                                    RECITALS

     A. Debtor has executed in favor of Lenders a certain  Promissory Note dated
June 1, 1998, payable to the order of Lenders in the aggregate  principal amount
of  $15,000,000  (such  promissory  note, as from time to time amended,  and any
promissory note given in substitution, renewal or extension therefor or thereof,
in whole or in part, being herein called the "Note").

     B. The Note was executed pursuant to that certain Credit Agreement dated as
of June 1, 1998, as amended by that certain letter  agreement dated September 9,
1998, that certain First  Amendment to Credit  Agreement dated as of February 9,
1999,  that certain Second  Amendment to Credit  Agreement  dated as of July 15,
1999, that certain Third Amendment to Credit  Agreement dated as of June 1, 2000
and that  certain  Fourth  Amendment  to  Credit  Agreement  dated of even  date
herewith (as the same may from time to time be further amended, supplemented, or
restated,  collectively,  the "Credit Agreement"),  by and among Debtor, Secured
Party, and the lenders named therein ("Lenders").

     C.  Pursuant to the Credit  Agreement,  Debtor has  executed  that  certain
Pledge  Agreement dated as of June 1, 1998 (as the same may from time to time be
amended,  supplemented,  or restated,  the  "Original  Agreement"),  in favor of
Secured  Party,  as Agent for the benefit of Lenders,  pursuant to which  Debtor
pledged and granted a security  interest to Secured Party in the Pledged  Shares
as defined therein.

     D. Debtor and Secured Party desire to amend certain terms and provisions of
the Credit Agreement  pursuant to the Fourth Amendment to Credit Agreement,  and
Secured Party is willing to enter into the Fourth Amendment to Credit Agreement,
but only upon the condition  that Debtor shall have executed and delivered  this
Agreement.

                                    AGREEMENT

     NOW THEREFORE,  in  consideration  of the premises and the mutual covenants
and agreements contained herein and in the Original Agreement,  in consideration
of the loans which have been made by Secured Party to Debtor, in order to induce
Secured Party to enter into the Fourth  Amendment to Loan Agreement,  and of Ten
Dollars and other good and valuable  consideration,  the receipt and sufficiency
of which are hereby  acknowledged,  Debtor  hereby  agrees with Secured Party as
follows:

                                       1
<PAGE>
                    ARTICLE I. -- DEFINITIONS AND REFERENCES

     Section 1.1. GENERAL  DEFINITIONS.  As used herein,  the terms "Agreement",
"Debtor",  "Secured Party", "Note",  "Lenders" and "Credit Agreement" shall have
the meanings  indicated  above, and the following terms shall have the following
meanings:

     "CODE" means the Uniform  Commercial Code in effect in the State of Arizona
on the date hereof.

     "COLLATERAL" means all property of whatever type, in which Secured Party at
any time has a security interest pursuant to Section 2.1.

     "COMMITMENT"  means the agreement or commitment by Lenders to make loans or
otherwise  extend  credit to Debtor  under the Credit  Agreement,  and any other
agreement,  commitment,  statement of terms or other document  contemplating the
making of loans or  advances or other  extension  of credit by Lenders to or for
the  account  of Debtor  which is now or at any time  hereafter  intended  to be
secured by the Collateral under this Agreement.  As of June 1, 2000, Lenders are
no longer under any  obligation  to make loans,  advances or other  extension of
credit to Debtor under the Commitment.

     "ISSUER"  means any issuer of  Pledged  Shares  and any  successor  of such
Issuer.

     "LIEN" means, with respect to any property or assets, any right or interest
therein of a creditor to secure indebtedness of any kind which is owed to him or
any other  arrangement with such creditor which provides for the payment of such
indebtedness  out of such  property  or assets or which  allows him to have such
indebtedness  satisfied  out of such  property  or assets  prior to the  general
creditors of any owner thereof, including without limitation any lien, mortgage,
security interest, pledge, deposit, production payment, rights of a vendor under
any  title  retention  or  conditional  sale  agreement  or lease  substantially
equivalent  thereto,  tax lien,  mechanic's or materialman's  lien, or any other
charge or encumbrance for security purposes, whether arising by law or agreement
or otherwise,  but excluding any right of offset which arises without  agreement
in the  ordinary  course of  business  and any filed  financing  statement,  any
registration  with  an  issuer  of  uncertificated   securities,  or  any  other
arrangement  which would serve to perfect any of the  foregoing,  regardless  of
whether such financing  statement is filed,  such  registration is made, or such
arrangement is undertaken before or after such Lien exists.

     "OBLIGATIONS"  means all present and future  indebtedness,  obligations and
liabilities  of whatever type which are or shall be secured  pursuant to Section
2.2.

         "OBLIGATION  DOCUMENTS" means the Credit  Agreement,  the Note, and all
other documents and instruments  under, by reason of which, or pursuant to which
any or all of the Obligations are evidenced,  governed, secured,  guaranteed, or
otherwise  dealt  with,  and  all  other  agreements,  certificates,  and  other
documents,  instruments  and  writings  heretofore  or  hereafter  delivered  in
connection herewith or therewith.

         "OTHER LIABLE PARTY" means any Person,  other than Debtor,  who may now
or may at any time hereafter be primarily or  secondarily  liable for any of the
Obligations  or who may now or may at any time hereafter have granted to Secured
Party a Lien upon any property as security for the Obligations.

                                       2
<PAGE>
     "PERSON" means an individual, corporation,  partnership, association, joint
stock company, trust,  unincorporated  organization or joint venture, or a court
or governmental unit or any agency or subdivision  thereof, or any other legally
recognizable entity.

     "PLEDGED SHARES" has the meaning given it in Section 2.1(a).

     "RELATED  PERSON" means Debtor,  each Subsidiary of Debtor,  and each Other
Liable Party.

     "SUBSIDIARY"   means,   with  respect  to  any  Person,   any  corporation,
association,  partnership, joint venture, or other business or corporate entity,
enterprise or organization which is directly or indirectly  (through one or more
intermediaries) controlled by or owned fifty percent or more by such Person.

     Section 1.2.  INCORPORATION OF OTHER DEFINITIONS.  Reference is hereby made
to the Credit  Agreement for a statement of the terms thereof.  All  capitalized
terms used in this Agreement  which are defined in the Credit  Agreement and not
otherwise  defined  herein  shall  have the same  meanings  herein  as set forth
therein.  All terms used in this Agreement which are defined in the Code and not
otherwise defined herein or in the Credit Agreement shall have the same meanings
herein as set forth therein, except where the context otherwise requires.

     Section 1.3.  EXHIBITS.  All exhibits attached to this Agreement are a part
hereof for all purposes.

     Section 1.4. AMENDMENT OF DEFINED INSTRUMENTS. Unless the context otherwise
requires or unless otherwise provided herein,  references in this Agreement to a
particular  agreement,  instrument or document  (including,  but not limited to,
references in Section 2.1) also refer to and include all  renewals,  extensions,
amendments,  modifications,  supplements or  restatements of any such agreement,
instrument or document, provided that nothing contained in this Section shall be
construed  to  authorize  any Person to execute or enter into any such  renewal,
extension, amendment, modification, supplement or restatement.

     Section 1.5.  REFERENCES  AND TITLES.  All  references in this Agreement to
Exhibits, Articles,  Sections,  subsections, and other subdivisions refer to the
Exhibits,  Articles,  Sections,  subsections  and  other  subdivisions  of  this
Agreement unless expressly provided otherwise. Titles appearing at the beginning
of any subdivision  are for  convenience  only and do not constitute any part of
any such  subdivision  and  shall be  disregarded  in  construing  the  language
contained in this Agreement.  The words "this  Agreement",  "herein",  "hereof",
"hereby",  "hereunder"  and words of similar import refer to this Agreement as a
whole and not to any particular  subdivision  unless  expressly so limited.  The
phrases "this Section" and "this  subsection"  and similar phrases refer only to
the Sections or subsections  hereof in which the phrase occurs. The word "or" is
not exclusive,  and the word  "including" (in all of its forms) means "including
without limitation".  Pronouns in masculine, feminine and neuter gender shall be
construed to include any other  gender,  and words in the singular form shall be
construed  to include  the plural and vice versa  unless the  context  otherwise
requires.

                                       3
<PAGE>
                         ARTICLE II. - SECURITY INTEREST

     Section 2.1. GRANT OF SECURITY INTEREST.  As collateral security for all of
the  Obligations,  Debtor hereby pledges and assigns to Secured Party and grants
to Secured Party a continuing security interest,  for the benefit of Lenders, in
all of the following:

     (a)  PLEDGED  SHARES.  All  of the  following,  whether  now  or  hereafter
existing, which are owned by Debtor or in which Debtor otherwise has any rights:
(i) all  shares  of  capital  stock of each of  Debtor's  Subsidiaries,  whether
existing or hereafter  acquired or created;  (ii) all shares of capital stock of
or  partnership,  membership  or other  equity  interest in any Dental  Practice
Group, whether existing or hereafter acquired or created; (iii) all certificates
representing  such shares and partnership,  membership or other equity interest;
(iv) all  options  and  other  rights,  contractual  or  otherwise,  at any time
existing with respect to such shares and partnership, membership or other equity
interest;  and (v) all dividends,  distributions,  cash,  instruments  and other
property now or hereafter  received,  receivable  or  otherwise  distributed  in
respect  of or in  exchange  for  any or all of  such  shares  and  partnership,
membership or other equity  interest  (any and all such shares and  partnership,
membership or other equity interest,  certificates,  options, rights, dividends,
distributions,  cash,  instruments  and other  property  being herein called the
"Pledged Shares").

     (b) PROCEEDS.  All proceeds of any and all of the foregoing  Pledged Shares
and, to the extent not otherwise included, all payments under insurance (whether
or not Secured Party is the loss payee thereof) or under any indemnity, warranty
or  guaranty  by  reason  of loss to or  otherwise  with  respect  to any of the
foregoing Pledged Shares.

In each case, the foregoing shall be covered by this Agreement, whether Debtor's
ownership or other rights therein are presently  held or hereafter  acquired and
however  Debtor's  interests  therein may arise or appear (whether by ownership,
security interest, claim or otherwise).

     Section 2.2.  OBLIGATIONS  SECURED. The security interest created hereby in
the  Collateral  constitutes  continuing  collateral  security  for  all  of the
following  obligations,  indebtedness and  liabilities,  whether now existing or
hereafter incurred:

     (a) CREDIT AGREEMENT  INDEBTEDNESS.  The payment by Debtor, as and when due
and  payable,  of all  amounts  from time to time  owing by  Debtor  under or in
respect  of the  Credit  Agreement,  the Note,  or any of the  other  Obligation
Documents,  and the due  performance  by Debtor of all of its other  obligations
under or in respect of the various Obligation Documents.

     (b) OTHER  INDEBTEDNESS.  (i) All loans and future advances made by Secured
Party,  any Affiliate of Bank One,  Texas,  N.A. or any Lender to Debtor and all
other debts,  obligations  and liabilities of every kind and character of Debtor
now or  hereafter  existing in favor of Lenders or Secured  Party,  whether such
debts,  obligations or liabilities be direct or indirect,  primary or secondary,
joint or several, fixed or contingent, and whether originally payable to Lenders
or Secured  Party or to a third  party and  subsequently  acquired by Lenders or
Secured Party and whether such debts,  obligations or liabilities  are evidenced
by notes, open account, overdraft,  endorsement, security agreement, guaranty or
otherwise (it being  contemplated  that Debtor may hereafter  become indebted to
Lenders or Secured Party in further sum or sums but neither  Lenders nor Secured

                                       4
<PAGE>
Party shall have any obligation to extend further indebtedness by reason of this
Agreement),  and (ii) the  payment  and  performance  of any and all  present or
future  obligations  of Debtor  according  to the terms of any present or future
interest rate or currency rate swap, rate cap, rate floor, rate collar, exchange
transaction,   forward  rate  agreement,   or  other  exchange  rate  protection
agreements  or any option with respect to any such  transaction  now existing or
hereafter entered into between Debtor, any Subsidiary of Debtor, and one or more
parties  constituting  Secured  Party or any  Lender  (or any  affiliate  of any
Lender).

     (c)  RENEWALS.  All  renewals,   extensions,   amendments,   modifications,
supplements, or restatements of or substitutions for any of the foregoing.

            ARTICLE III. - REPRESENTATIONS. WARRANTIES AND COVENANTS

     Section 3.1. REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants
to Agent and Lenders as follows:

     (a)  OWNERSHIP  AND  LIENS.  Debtor  has good and  marketable  title to the
Collateral free and clear of all Liens,  encumbrances or adverse claims,  except
for the security  interest created by this Agreement and the security  interests
and other encumbrances expressly permitted by the Credit Agreement.  No dispute,
right of setoff,  counterclaim or defense exists with respect to all or any part
of the Collateral.  No effective financing statement or other instrument similar
in effect covering all or any part of the Collateral is on file in any recording
office except such as may have been filed in favor of Secured Party  relating to
this Agreement.

     (b) NO CONFLICTS OR CONSENTS.  Neither the ownership or the intended use of
the  Collateral by Debtor,  nor the grant of the security  interest by Debtor to
Secured  Party  herein,  nor the  exercise  by  Secured  Party of its  rights or
remedies hereunder,  will (i) conflict with any provision of (a) any domestic or
foreign law,  statute,  rule or  regulation,  (b) the articles or certificate of
incorporation,  charter or bylaws of Debtor or any Issuer, or (c) any agreement,
judgment,  license,  order or permit applicable to or binding upon Debtor or any
Issuer,  or (ii)  result in or  require  the  creation  of any  Lien,  charge or
encumbrance  upon any assets or  properties  of Debtor or any  Issuer  except as
expressly  contemplated  in  the  Obligation  Documents.   Except  as  expressly
contemplated in the Obligation Documents, no consent, approval, authorization or
order of, and no notice to or filing with,  any court,  governmental  authority,
Issuer or third party is required in connection  with the grant by Debtor of the
security  interest  herein,  or the exercise by Secured  Party of its rights and
remedies hereunder.

     (c)  SECURITY  INTEREST.  Debtor has and will have at all times full right,
power and  authority to grant a security  interest in the  Collateral to Secured
Party in the manner provided herein,  free and clear of any Lien, adverse claim,
or encumbrance.  This Agreement creates a valid and binding security interest in
favor of Secured Party in the Collateral  securing the  Obligations.  The taking
possession  by  Secured  Party  of  all   certificates,   instruments  and  cash
constituting  Collateral  from  time to time  and the  filing  of the  financing
statements  delivered  concurrently  herewith  by Debtor to  Secured  Party will
perfect,  and establish the first priority of, Secured Party's security interest
hereunder in the Collateral  securing the Obligations.  No further or subsequent
filing,  recording,  registration,  other  public  notice  or  other  action  is

                                       5
<PAGE>
necessary or desirable  to perfect or  otherwise  continue,  preserve or protect
such  security  interest  except  for  continuation  statements  or  filings  as
contemplated in Section 3.3(d).

     (d) LOCATION OF DEBTOR AND RECORDS.  Debtor's  chief  executive  office and
principal  place of business  and the office  where the records  concerning  the
Collateral are kept is located at its address set forth on the signature page to
the Credit Agreement and at 901 Main Street, Suite 6000, Dallas, Texas.

     (e) PLEDGED SHARES.  Debtor has delivered to Secured Party all certificates
evidencing  Pledged Shares. All such certificates are valid and genuine and have
not been altered.  All shares and other securities  constituting  Pledged Shares
have been duly authorized and validly issued, are fully paid and non-assessable,
and were not issued in  violation of the  preemptive  rights of any Person or of
any agreement by which Debtor or the Issuer thereof is bound.  All  documentary,
stamp or other taxes or fees owing in connection with the issuance,  transfer or
pledge of  Pledged  Shares (or rights in  respect  thereof)  have been paid.  No
restrictions or conditions exist with respect to the transfer, voting or capital
of any Pledged Shares. The Pledged Shares constitute the percentage of the class
of issued shares of capital stock,  partnership  interest or membership interest
which is indicated on EXHIBIT A attached hereto. No Issuer of any Pledged Shares
has any  outstanding  stock rights,  rights to subscribe,  options,  warrants or
convertible  securities  outstanding,   as  applicable,   or  any  other  rights
outstanding  whereby any Person  would be entitled to have issued to him capital
stock, partnership interests or membership interests of such Issuer.

     Section 3.2.  AFFIRMATIVE  COVENANTS.  Unless Secured Party shall otherwise
consent in writing, Debtor will at all times comply with the covenants contained
in this  Section  3.2  from  the  date  hereof  and so  long as any  part of the
Obligations or the Commitment is outstanding.

     (a) OWNERSHIP AND LIENS.  Debtor will maintain good and marketable title to
all  Collateral  free and clear of all Liens,  encumbrances  or adverse  claims,
except for the  security  interest  created by this  Agreement  and the security
interests and other  encumbrances  expressly  permitted by the Credit Agreement.
Debtor will not permit any dispute, right of setoff,  counterclaim or defense to
exist with respect to all or any part of the Collateral. Debtor will cause to be
terminated  any financing  statement or other  registration  with respect to the
Collateral,  except  such as may  exist  or as may have  been  filed in favor of
Secured  Party.  Debtor will defend  Secured  Party's  right,  title and special
property and security  interest in and to the  Collateral  against the claims of
any Person.

     (b) FURTHER  ASSURANCES.  Debtor  will,  at its expense and at any time and
from time to time,  promptly  execute and deliver  all further  instruments  and
documents and take all further action that may be necessary or desirable or that
Secured  Party may  request in order (i) to perfect  and  protect  the  security
interest  created or  purported to be created  hereby and the first  priority of
such security interest; (ii) to enable Secured Party to exercise and enforce its
rights  and  remedies  hereunder  in  respect  of the  Collateral;  or  (iii) to
otherwise  effect the purposes of this Agreement,  including:  (A) executing and
filing such financing or continuation statements,  or amendments thereto, as may
be necessary or desirable or that Secured  Party may request in order to perfect
and preserve the security  interest  created or purported to be created  hereby;
(B)  delivering  to Secured  Party (upon  request,  to the extent not  otherwise
required  hereunder to be delivered  without  request) all  originals of chattel
paper,  documents  or  instruments  which are from time to time  included in the

                                       6
<PAGE>
Collateral; and (C) furnishing to Secured Party from time to time statements and
schedules  further  identifying  and  describing  the  Collateral and such other
reports  in  connection  with the  Collateral  as Secured  Party may  reasonably
request, all in reasonable detail.

     (c)  INSPECTION  AND   INFORMATION.   Debtor  will  keep  adequate  records
concerning the Collateral and will permit Secured Party and all  representatives
appointed  by  Secured  Party,   including  independent   accountants,   agents,
attorneys,  appraisers and any other  persons,  to inspect any of the Collateral
and the books and records of or relating  to the  Collateral  at any time during
normal business hours, and to make photocopies and photographs  thereof,  and to
write down and record any  information  as such  representatives  shall  obtain.
Debtor will furnish to Secured  Party any  information  which  Secured Party may
from time to time request  concerning any covenant,  provision or representation
contained  herein  or any other  matter in  connection  with the  Collateral  or
Debtor's business, properties, or financial condition.

     (d) DELIVERY OF PLEDGED SHARES. All instruments and writings evidencing the
Pledged  Shares shall be delivered to Secured Party on or prior to the execution
and delivery of this Agreement.  All other  instruments  and writings  hereafter
evidencing or  constituting  Pledged  Shares shall be delivered to Secured Party
promptly  upon the receipt  thereof by or on behalf of Debtor.  All such Pledged
Shares shall be held by or on behalf of Secured Party pursuant  hereto and shall
be  delivered  in suitable  form for  transfer by  delivery  with any  necessary
endorsement or shall be accompanied by fully executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to Secured Party.

     (e) PROCEEDS OF PLEDGED SHARES.  If Debtor shall receive,  by virtue of its
being or having been an owner of any Pledged Shares,  any (i) stock  certificate
(including any  certificate  representing a stock  dividend or  distribution  in
connection with any increase or reduction of capital; reclassification,  merger,
consolidation,  sale of assets,  combination of shares,  stock split, spinoff or
split-off),  certificate  evidencing  any  partnership  or membership  interest,
promissory note or other instrument or writing; (ii) option or right, whether as
an addition to,  substitution  for, or in exchange for, any Pledged  Shares,  or
otherwise;  (iii) dividends or other distributions  payable in cash (except such
dividends  or  distributions  permitted  to be  retained  by Debtor  pursuant to
Section 4.8 hereof) or in securities  or other  property,  or (iv)  dividends or
other  distributions  in  connection  with a  partial  or total  liquidation  or
dissolution  or in connection  with a reduction of capital,  capital  surplus or
paid-in  surplus,  Debtor  shall  receive  the same in trust for the  benefit of
Secured  Party,  shall  segregate it from  Debtor's  other  property,  and shall
promptly  deliver  it to  Secured  Party in the exact  form  received,  with any
necessary  endorsement or appropriate stock powers duly executed in blank, to be
held by Secured Party as Collateral.

     (f) STATUS OF PLEDGED  SHARES.  The  certificates  evidencing  the  Pledged
Shares  shall at all times be valid and genuine  and shall not be  altered.  The
Pledged Shares constituting capital stock at all times shall be duly authorized,
validly  issued,  fully  paid,  and  non-assessable,  and shall not be issued in
violation of the  preemptive  rights of any Person or of any  agreement by which
Debtor or the Issuer thereof is bound.

     (g) NOTICES FROM ISSUER.  Debtor will  promptly  deliver to Secured Party a
copy of each notice or other communication received by Debtor from any Issuer in
respect of any Pledged Shares.

                                       7
<PAGE>
     Section 3.3.  NEGATIVE  COVENANTS.  Unless  Secured  Party shall  otherwise
consent in writing, Debtor will at all times comply with the covenants contained
in this  Section  3.3  from  the  date  hereof  and so  long as any  part of the
Obligations or the Commitment is outstanding.

     (a) TRANSFER OR ENCUMBRANCE.  Debtor will not sell, assign (by operation of
law or otherwise),  transfer, exchange, lease or otherwise dispose of any of the
Collateral,  nor will Debtor  grant a Lien upon or  execute,  file or record any
financing  statement or other  registration with respect to the Collateral,  nor
will Debtor allow any such Lien, financing  statement,  or other registration to
exist or deliver  actual or  constructive  possession  of the  Collateral to any
other Person,  other than Liens in favor of Secured Party or expressly permitted
by the Credit Agreement.

     (b) IMPAIRMENT OF SECURITY  INTEREST.  Debtor will not take or fail to take
any action  which  would in any  manner  impair  the  enforceability  of Secured
Party's security interest in any Collateral.

     (c) COMPROMISE OF COLLATERAL.  Debtor will not adjust, settle,  compromise,
amend or modify any of its rights in the Collateral.

     (d)  FINANCING   STATEMENT   FILINGS.   Debtor  recognizes  that  financing
statements  pertaining to the Collateral  have been or may be filed where Debtor
maintains any Collateral,  has its records  concerning any Collateral or has its
chief  executive  office or chief place of business.  Without  limitation of any
other covenant herein,  Debtor will not cause or permit any change to be made in
its  name,  identity  or  corporate  structure,  or any  change  to be made to a
jurisdiction other than as represented in Section 3.1 hereof in (i) the location
of any records  concerning  any  Collateral or (ii) in the location of its chief
executive  office or chief place of business,  unless Debtor shall have notified
Secured  Party of such change at least  thirty (30) days prior to the  effective
date of such change,  and shall have first taken all action  required by Secured
Party for the purpose of further  perfecting or protecting the security interest
in favor of Secured Party in the Collateral. In any notice furnished pursuant to
this subsection, Debtor will expressly state that the notice is required by this
Agreement and contains  facts that may require  additional  filings of financing
statements or other notices for the purposes of continuing perfection of Secured
Party's security interest in the Collateral.

     (e) DILUTION OF  SHAREHOLDINGS.  Debtor will not permit the issuance of (i)
any  additional  shares  of any class of  capital  stock of any  Issuer  (unless
immediately  upon  issuance the same are pledged and  delivered to Secured Party
pursuant to the terms hereof to the extent  necessary  to give  Secured  Party a
security  interest  after  such  issue in at least the same  percentage  of such
Issuer's  outstanding  shares  as  Issuer  had  before  such  issue),  (ii)  any
securities  convertible  voluntarily by the holder thereof or automatically upon
the occurrence or  nonoccurrence of any event or condition into, or exchangeable
for, any such shares of capital stock, or (iii) any warrants, options, contracts
or other  commitments  entitling any Person to purchase or otherwise acquire any
such shares of capital stock.

     (f)  RESTRICTIONS  ON  PLEDGED  SHARES.  Debtor  will  not  enter  into any
agreement  creating,  or otherwise permit to exist, any restriction or condition
upon the transfer, voting or control of any Pledged Shares.

                                       8
<PAGE>
                ARTICLE IV. - REMEDIES. POWERS AND AUTHORIZATIONS

     Section 4.1. PROVISIONS CONCERNING THE COLLATERAL.

     (a) ADDITIONAL  FILINGS.  Debtor hereby  authorizes  Secured Party to file,
without the signature of Debtor where permitted by law, one or more financing or
continuation  statements,  and amendments  thereto,  relating to the Collateral.
Debtor further agrees that a carbon,  photographic or other reproduction of this
Security  Agreement or of any financing  statement  describing any Collateral is
sufficient as a financing statement and may be filed in any jurisdiction Secured
Party may deem appropriate.

     (b) POWER OF ATTORNEY.  Debtor hereby irrevocably appoints Secured Party as
Debtor's  attorney-in-fact and proxy, with full authority in the place and stead
of Debtor and in the name of Debtor or  otherwise,  from time to time in Secured
Party's discretion, after the occurrence of a Default or of an Event of Default,
to take any action,  and to execute or endorse any  instrument,  certificate  or
notice,  which Secured Party may deem  necessary or advisable to accomplish  the
purposes of this  Agreement  including:  (i) to request or instruct  each Issuer
(and each registrar,  transfer agent, or similar Person acting on behalf of each
Issuer) to register the pledge or transfer of the  Collateral to Secured  Party;
(ii) to otherwise give  notification to any Issuer,  registrar,  transfer agent,
financial  intermediary,  or other Person of Secured Party's security  interests
hereunder;  (iii) to ask, demand, collect, sue for, recover,  compound,  receive
and give  acquittance  and receipts for moneys due and to become due under or in
respect of any of the  Collateral;  (iv) to  receive,  endorse  and  collect any
drafts or other  instruments,  documents and chattel paper; and (iv) to file any
claims or take any action or institute any  proceedings  which Secured Party may
deem  necessary or desirable  for the  collection  of any of the  Collateral  or
otherwise  to  enforce,  perfect,  or  establish  the  priority of the rights of
Secured Party with respect to any of the Collateral.  Debtor hereby acknowledges
that such power of  attorney  and proxy are  coupled  with an  interest  and are
irrevocable.

     (c)  PERFORMANCE BY SECURED PARTY. If Debtor fails to perform any agreement
or  obligation  contained  herein,  Secured Party may itself  perform,  or cause
performance of, such agreement or obligation,  and the expenses of Secured Party
incurred in connection therewith shall be payable by Debtor under Section 4.5.

     (d) COLLECTION RIGHTS. Secured Party shall have the right at any time after
the  occurrence  of a Default  or of an Event of  Default,  to notify any or all
obligors  (including  any  Issuer)  under any  accounts  or general  intangibles
included among the Collateral of the assignment  thereof to Secured Party and to
direct  such  obligors  to make  payment of all  amounts due or to become due to
Debtor  thereunder  directly to Secured Party and, upon such notification and at
the expense of Debtor and to the extent permitted by law, to enforce  collection
thereof and to adjust,  settle or compromise the amount or payment  thereof,  in
the same manner and to the same extent as Debtor  could have done.  After Debtor
receives  notice that  Secured  Party has given any notice  referred to above in
this  subsection:  (i) all  amounts  and  proceeds  (including  instruments  and
writings) received by Debtor in respect of such accounts or general  intangibles
shall be received in trust for the benefit of Secured Party hereunder,  shall be
segregated  from  other  funds of  Debtor  and shall be  forthwith  paid over to
Secured Party in the same form as so received  (with any necessary  endorsement)
to be held as cash  collateral and (A) applied as a voluntary  prepayment  under

                                       9
<PAGE>
the  Credit  Agreement  so long as no  Default  or Event of  Default  shall have
occurred and be  continuing  or (B) if any Event of Default  shall have occurred
and be continuing, applied as specified in Section 4.3, and (ii) Debtor will not
adjust,  settle or  compromise  the  amount or  payment  of any such  account or
general  intangible  or release  wholly or partly any account  debtor or obligor
thereof (including any Issuer) or allow any credit or discount thereon.

     Section 4.2. EVENT OF DEFAULT  REMEDIES.  If an Event of Default shall have
occurred  and be  continuing,  Secured  Party  may  from  time  to  time  in its
discretion,  without  limitation and without notice except as expressly provided
below:

     (a) exercise in respect of the Collateral,  in addition to other rights and
remedies provided for herein,  under the other Obligation Documents or otherwise
available to it, all the rights and remedies of a secured party on default under
the Code (whether or not the Code applies to the affected Collateral);

     (b) require Debtor to, and Debtor hereby agrees that it will at its expense
and  upon  request  of  Secured  Party,  promptly  assemble  all or  part of the
Collateral  as directed by Secured  Party and make it (together  with all books,
records and information of Debtor relating  thereto)  available to Secured Party
at a place to be designated  by Secured Party which is reasonably  convenient to
both parties;

     (c) reduce its claim to judgment or  foreclose  or  otherwise  enforce,  in
whole or in part, the security interest created hereby by any available judicial
procedure;

     (d) dispose of, at its office, on the premises of Debtor or elsewhere,  all
or any part of the  Collateral,  as a unit or in  parcels,  by public or private
proceedings,  and by way of one or more contracts (it being agreed that the sale
of any part of the Collateral  shall not exhaust  Secured Party's power of sale,
but  sales may be made  from  time to time,  and at any  time,  until all of the
Collateral has been sold or until the  Obligations  have been paid and performed
in full),  and at any such sale it shall not be  necessary to exhibit any of the
Collateral;

     (e) buy the Collateral, or any part thereof, at any public sale;

     (f) buy the  Collateral,  or any part  thereof,  at any private sale if the
Collateral is of a type customarily sold in a recognized  market or is of a type
which is the subject of widely distributed standard price quotations;

     (g) apply by appropriate judicial proceedings for appointment of a receiver
for the Collateral,  or any part thereof, and Debtor hereby consents to any such
appointment; and

     (h) at  its  discretion,  retain  the  Collateral  in  satisfaction  of the
Obligations  whenever the  circumstances are such that Secured Party is entitled
to do so under the Code or otherwise  (provided  that Secured  Party shall in no
circumstances  be deemed to have retained the Collateral in  satisfaction of the
Obligations  in the absence of an express notice by Secured Party to Debtor that
Secured Party has either done so or intends to do so).

                                       10
<PAGE>
Debtor  agrees that,  to the extent  notice of sale shall be required by law, at
least seven (7) days'  notice to Debtor of the time and place of any public sale
or the  time  after  which  any  private  sale  is to be made  shall  constitute
reasonable  notification.  Secured Party shall not be obligated to make any sale
of Collateral  regardless of notice of sale having been given. Secured Party may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor,  and such sale may, without further notice, be made at
the time and place to which it was so adjourned.

     Section 4.3.  APPLICATION  OF PROCEEDS.  If any Event of Default shall have
occurred and be continuing,  Secured Party may in its discretion  apply any cash
held by Secured Party as Collateral,  and any cash proceeds  received by Secured
Party in respect of any sale of,  collection from, or other realization upon all
or any part of the  Collateral,  to any or all of the following in such order as
Secured Party may elect:

     (a) To the  repayment  of the  reasonable  costs  and  expenses,  including
reasonable  attorneys'  fees and legal  expenses,  incurred by Secured  Party in
connection  with (i) the  administration  of this  Agreement,  (ii) the custody,
preservation,  use or operation  of, or the sale of,  collection  from, or other
realization  upon, any  Collateral,  (iii) the exercise or enforcement of any of
the rights of Secured Party hereunder,  or (iv) the failure of Debtor to perform
or observe any of the provisions hereof;

     (b) To the payment or other  satisfaction  of any Liens,  encumbrances,  or
adverse claims upon or against any of the Collateral;

     (c) To the reimbursement of Secured Party for the amount of any obligations
of Debtor or any Other Liable Party paid or discharged by Secured Party pursuant
to the provisions of this Agreement or the other  Obligation  Documents,  and of
any  expenses of Secured  Party  payable by Debtor  hereunder or under the other
Obligation Documents;

     (d) To the satisfaction of any other Obligations;

     (e) By holding the same as Collateral;

     (f)  To the  payment  of any  other  amounts  required  by  applicable  law
(including  Section  9.504(a)(3)  of the  Code  or  any  successor  or  similar,
applicable statutory provision); and

     (g) By delivery to Debtor or to  whomsoever  shall be lawfully  entitled to
receive the same or as a court of competent jurisdiction shall direct.

     Section  4.4.  DEFICIENCY.  In the  event  that the  proceeds  of any sale,
collection  or  realization   of  or  upon   Collateral  by  Secured  Party  are
insufficient  to pay all  amounts to which  Secured  Party is legally  entitled,
Debtor shall be liable for the  deficiency,  together with  interest  thereon as
provided  in  the  governing  Obligation  Documents  or (if  no  interest  is so
provided) at such other rate as shall be fixed by applicable law,  together with
the costs of collection  and the  reasonable  fees of any attorneys  employed by
Secured Party to collect such deficiency.

     Section  4.5.   INDEMNITY  AND  EXPENSES.   In  addition  to,  and  not  in
qualification of, any similar obligations under other Obligation Documents:

                                       11
<PAGE>
     (a) Debtor  agrees to indemnify  Secured Party from and against any and all
claims,  losses and liabilities  growing out of or resulting from this Agreement
(including enforcement of this Agreement) WHETHER OR NOT SUCH CLAIMS, LOSSES AND
LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR PART,  UNDER ANY .
CLAIM OR THEORY OF STRICT  LIABILITY,  OR ARE  CAUSED BY OR ARISE OUT OF SECURED
PARTY'S OWN NEGLIGENCE,  except to the extent such claims, losses or liabilities
are  proximately   caused  by  Secured  Party's  gross   negligence  or  willful
misconduct.

     (b) Debtor will upon demand pay to Secured  Party the amount of any and all
costs and expenses,  including the reasonable fees and  disbursements of Secured
Party's counsel and of any experts and agents,  which Secured Party may incur in
connection with (i) the transactions which give rise to this Agreement, (ii) the
preparation  of this  Agreement  and the  perfection  and  preservation  of this
security interest created under this Agreement, (iii) the administration of this
Agreement; (iv) the custody,  preservation, use or operation of, or the sale of,
collection from, or other realization upon, any Collateral;  (v) the exercise or
enforcement of any of the rights of Secured Party hereunder; or (vi) the failure
by Debtor to perform or observe any of the provisions  hereof,  except  expenses
resulting from Secured Party's gross negligence or willful misconduct.

     Section 4.6. NON-JUDICIAL  REMEDIES. In granting to Secured Party the power
to enforce  its rights  hereunder  without  prior  judicial  process or judicial
hearing, Debtor expressly waives, renounces and knowingly relinquishes any legal
right  which  might  otherwise  require  Secured  Party to enforce its rights by
judicial process.  In so providing for non judicial remedies,  Debtor recognizes
and concedes  that such  remedies are  consistent  with the usage of trade,  are
responsive  to  commercial  necessity,  and are the result of a bargain at arm's
length.  Nothing  herein is  intended  to prevent  Secured  Party or Debtor from
resorting to judicial process at either party's option.

     Section 4.7.  OTHER  RECOURSE.  Debtor waives any right to require  Secured
Party to proceed  against  any other  Person,  exhaust any  Collateral  or other
security  for the  Obligations,  or to have any Other  Liable  Party joined with
Debtor in any suit arising out of the Obligations or this  Agreement,  or pursue
any other remedy in Secured  Party's  power.  Debtor  further waives any and all
notice  of  acceptance  of this  Agreement  and of the  creation,  modification,
rearrangement,  renewal or extension for any period of any of the Obligations of
any Other  Liable  Party from time to time.  Debtor  further  waives any defense
arising by reason of any  disability  or other defense of any Other Liable Party
or by reason of the cessation from any cause  whatsoever of the liability of any
Other Liable Party.  Until all of the Obligations  shall have been paid in full,
Debtor shall have no right to subrogation and Debtor waives the right to enforce
any remedy  which  Secured  Party has or may  hereafter  have  against any Other
Liable  Party,  and waives any  benefit of and any right to  participate  in any
other  security  whatsoever  now or  hereafter  held by  Secured  Party.  Debtor
authorizes  Secured Party,  without notice or demand and without any reservation
of rights against Debtor without affecting  Debtor's  liability  hereunder or on
the Obligations, from time to time to (a) take or hold any other property of any
type from any other  Person  as  security  for the  Obligations,  and  exchange,
enforce,  waive and  release  any or all of such other  property,  (b) apply the
Collateral or such other property and direct the order or manner of sale thereof
as Secured  Party may in its  discretion  determine,  (c) renew,  extend for any
period, accelerate, modify, compromise, settle or release any of the obligations
of any Other Liable Party in respect to any or all of the  Obligations  or other
security for the Obligations,  (d) waive,  enforce,  modify, amend or supplement

                                       12
<PAGE>
any of the  provisions  of any  Obligation  Document  with any Person other than
Debtor, and (e) release or substitute any Other Liable Party.

     Section 4.8. VOTING RIGHTS, DIVIDENDS, ETC. IN RESPECT OF PLEDGED SHARES.

     (a) So long as no Default or Event of Default  shall have  occurred  and be
continuing Debtor may receive and retain any and all dividends, distributions or
interest paid in respect of the Pledged Shares; PROVIDED,  HOWEVER, that any and
all

          (i) dividends,  distributions  and interest paid or payable other than
     in cash in  respect  of,  and  instruments  and  other  property  received,
     receivable or otherwise  distributed  in respect of or in exchange for, any
     Pledged Shares,

          (ii)  dividends  and other  distributions  paid or  payable in cash in
     respect  of any  Pledged  Shares  in  connection  with a  partial  or total
     liquidation or  dissolution  or in connection  with a reduction of capital,
     capital surplus or paid-in surplus, and

          (iii) cash paid, payable or otherwise distributed in redemption of, or
     in exchange for, any Pledged Shares,

 shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged
 Shares and shall,  if received by Debtor,  be received in trust for the benefit
 of Secured Party, be segregated from the other property or funds of Debtor, and
 be forthwith  delivered to Secured  Party in the exact form  received  with any
 necessary endorsement or appropriate stock powers duly executed in blank, to be
 held by Secured Party as Collateral.

     (b) Upon the occurrence and during the continuance of a Default or an Event
of Default:

          (i) all  rights  of  Debtor  to  receive  and  retain  the  dividends,
     distributions  and interest payments which it would otherwise be authorized
     to receive and retain  pursuant to  subsection  (a) of this  section  shall
     automatically  cease,  and all such rights shall thereupon become vested in
     Secured Party which shall thereupon have the sole right to receive and hold
     as Pledged Shares such dividends, distributions and interest payments;

          (ii) without  limiting the generality of the foregoing,  Secured Party
     may at its  option  exercise  any and all rights of  conversion,  exchange,
     subscription or any other rights,  privileges or options  pertaining to any
     of the Pledged Shares as if it were the absolute owner thereof,  including,
     without limitation,  the right to exchange, in its discretion,  any and all
     of the  Pledged  Shares  upon the  merger,  consolidation,  reorganization,
     recapitalization or other adjustment of any Issuer, or upon the exercise by
     any Issuer of any right,  privilege  or option  pertaining  to any  Pledged
     Shares, and, in connection therewith, to deposit and deliver any and all of
     the  Pledged  Shares  with  any  committee,  depository,  transfer,  agent,
     registrar or other  designated  agent upon such terms and  conditions as it
     may determine; and

          (iii) all  dividends,  distributions  and interest  payments which are
     received by Debtor contrary to the provisions of subsection  (b)(i) of this
     section shall be received in trust for the benefit of Secured Party,  shall

                                       13
<PAGE>
     be segregated from other funds of Debtor,  and shall be forthwith paid over
     to Secured Party as Pledged Shares in the exact form  received,  to be held
     by Secured Party as Collateral.

Anything  herein  to the  contrary  notwithstanding,  Debtor  may  at all  times
exercise any and all voting rights  pertaining to the Pledged Shares or any part
thereof for any purpose not inconsistent with the terms of this Agreement or any
other Obligation Document.

     Section 4.9. PRIVATE SALE OF PLEDGED SHARES. Debtor recognizes that Secured
Party may deem it  impracticable  to effect a public  sale of all or any part of
the Pledged Shares and that Secured Party may, therefore,  determine to make one
or more private sales of any such securities to a restricted group of purchasers
who will be obligated to agree,  among other things,  to acquire such securities
for their own account, for investment and not with a view to the distribution or
resale thereof.  Debtor acknowledges that any such private sale may be at prices
and on terms less  favorable to the seller than the prices and other terms which
might have been obtained at a public sale and,  notwithstanding  the  foregoing,
agrees  that  such  private  sales  shall  be  deemed  to  have  been  made in a
commercially  reasonable  manner and that Secured Party shall have no obligation
to delay sale of any, such securities for the period of time necessary to permit
the Issuer of such  securities to register such securities for public sale under
the Securities Act of 1933, as amended.  Debtor further  acknowledges and agrees
that any offer to sell such securities which has been (a) publicly advertised on
a BONA FIDE basis in a newspaper or other publication of general  circulation in
the financial  community of Dallas,  Texas (to the extent that such an offer may
be so advertised  without prior  registration  under the Securities Act), or (b)
made privately in the manner  described above to not less than fifteen (15) BONA
FIDE  offerees  shall be deemed to involve a "public  sale" for the  purposes of
Section 9.504(c) of the Code (or any successor or similar,  applicable statutory
provision)  as then in effect in the State of Texas,  notwithstanding  that such
sale may not constitute a "public offering" under the Securities Act of 1933, as
amended, and that Secured Party may, in such event, bid for the purchase of such
securities.

                           ARTICLE V. - MISCELLANEOUS

     Section 5.1.  NOTICES.  Any notice or  communication  required or permitted
hereunder shall be given as provided in the Credit Agreement.

     Section 5.2.  AMENDMENTS.  No amendment of any provision of this  Agreement
shall be  effective  unless it is in writing  and  signed by Debtor and  Secured
Party,  and no waiver of any provision of this Agreement,  and no consent to any
departure by Debtor  therefrom,  shall be effective  unless it is in writing and
signed by Secured Party, end then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given and to the
extent specified in such writing.  In addition,  all such amendments and waivers
shall be  effective  only if given with the  necessary  approvals  of Lenders as
required in the Credit Agreements.

     Section  5.3.  PRESERVATION  OF  RIGHTS.  No failure on the part of Secured
Party to exercise, and no delay in exercising,  any right hereunder or under any
other  Obligation  Document  shall  operate as a waiver  thereof;  nor shall any
single or  partial  exercise  of any such  right  preclude  any other or further
exercise  thereof or the exercise of any other right.  Neither the execution nor
the delivery of this  Agreement  shall in any manner  impair or affect any other
security for the Obligations.  The rights and remedies of Secured Party provided

                                       14
<PAGE>
herein and in the other Obligation  Documents are cumulative and are in addition
to, and not exclusive of, any rights or remedies  provided by law. The rights of
Secured Party under any  Obligation  Document  against any party thereto are not
conditional or contingent on any attempt by Secured Party to exercise any of its
rights  under any other  Obligation  Document  against such party or against any
other Person.

     Section 5.4.  UNENFORCEABILITY.  Any provision of this  Agreement  which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be  ineffective  to  the  extent  of  such  prohibition  or  invalidity  without
invalidating the remaining  portions hereof or thereof or affecting the validity
or enforceability of such provision in any other jurisdiction.

     Section 5.5. SURVIVAL OF AGREEMENTS.  All representations and warranties of
Debtor  herein,  and all  covenants  and  agreements  herein  shall  survive the
execution  and delivery of this  Agreement;  the  execution  and delivery of any
other Obligation Documents and the creation of the Obligations.

     Section 5.6. OTHER LIABLE PARTY. Neither this Agreement nor the exercise by
Secured  Party or the failure of Secured  Party to exercise any right,  power or
remedy  conferred  herein or by law shall be construed  as  relieving  any Other
Liable Party from liability on the Obligations or any deficiency  thereon.  This
Agreement  shall  continue  irrespective  of the fact that the  liability of any
Other  Liable  Party  may  have  ceased  or  irrespective  of  the  validity  or
enforceability  of any other  Obligation  Document to which  Debtor or any Other
Liable Party may be a party,  and  notwithstanding  the  reorganization,  death,
incapacity  or bankruptcy of any Other Liable  Party,  and  notwithstanding  the
reorganization  or bankruptcy  or other event or proceeding  affecting any Other
Liable Party.

     Section  5.7.  BINDING  EFFECT AND  ASSIGNMENT.  This  Agreement  creates a
continuing  security  interest  in the  Collateral  and (a) shall be  binding on
Debtor and its  successors and permitted  assigns and (b) shall inure,  together
with all rights and  remedies  of Secured  Party  hereunder,  to the  benefit of
Secured Party and its successors,  transferees and assigns. Without limiting the
generality  of the  foregoing,  Secured  Party may pledge,  assign or  otherwise
transfer  any or all of the  Obligations  to any other  Person,  and such  other
Person shall thereupon become vested with all of the benefits in respect thereof
granted to Secured Party,  herein or otherwise.  None of the rights or duties of
Debtor  hereunder  may be assigned or  otherwise  transferred  without the prior
written consent of Secured Party.

     Section 5.8.  TERMINATION.  It is  contemplated  by the parties hereto that
there may be times when no Obligations are outstanding, but notwithstanding such
occurrences,  this  Agreement  shall remain valid and shall be in full force and
effect as to subsequent outstanding  Obligations.  Upon the satisfaction in full
of the  Obligations,  upon the termination or expiration of the Credit Agreement
and any other  commitment of Secured Party to extend credit to Debtor,  and upon
written request for the termination hereof delivered by Debtor to Secured Party,
this Agreement and the security  interest created hereby shall terminate and all
rights to the  Collateral  shall  revert to Debtor.  Secured  Party  will,  upon
Debtor's  request  and at  Debtor's  expense,  (a) return to Debtor  such of the
Collateral  as shall not have  been sold or  otherwise  disposed  of or  applied
pursuant  to the terms  hereof;  and (b)  execute  and  deliver  to Debtor  such
documents as Debtor shall reasonably request to evidence such termination.

                                       15
<PAGE>
     Section  5.9.  GOVERNING  LAW.  This  Agreement  shall be  governed  by and
construed  in  accordance  with the laws of the State of Arizona  applicable  to
contracts  made and to be  performed  entirely  within  such  State,  except  as
required  by  mandatory  provisions  of law and  except to the  extent  that the
perfection  and the  effect of  perfection  or  non-perfection  of the  security
interest  created  hereunder,  in  respect  of any  particular  collateral,  are
governed by the laws of a jurisdiction other than such State.

     Section 5.10. COUNTERPARTS;  FAX. This Agreement may be separately executed
in counterparts and by the parties hereto,  each of which when so executed shall
be  deemed to  constitute  one and the same  Agreement.  This  Agreement  may be
validly executed in counterpart and delivered to the other party by facsimile or
other  electronic  transmission  provided  that  Debtor  delivers  its  original
counterpart  signature  page to Secured Party the next business day  immediately
following the date of its execution of this Agreement by depositing  same with a
reputable overnight courier service.

     Section 5.11.  RATIFICATION OF ORIGINAL  AGREEMENT.  Debtor hereby ratifies
and confirms the Original Agreement and ratifies, confirms, extends, pledges and
re-pledges,  grants and  re-grants to Secured  Party the  security  interest and
Liens  granted  to  Secured  Party in the  Collateral  to secure  payment of all
Obligations,  as  described  in the  Original  Agreement.  Any  reference to the
Original  Agreement  in any  other  document  shall be  deemed  to refer to this
Agreement  also. The  execution,  delivery and  effectiveness  of this Agreement
shall  not,  except as  expressly  provided  herein,  operate as a waiver of any
provision of the Original Agreement or any other document.

     Section 5.12. LOAN DOCUMENT;  SECURITY DOCUMENT.  This Agreement is a "Loan
Document"  and a "Security  Document," as defined in the Credit  Agreement,  and
this  Agreement is subject to all provisions of the Credit  Agreement  governing
Loan Documents and Security Documents.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       16
<PAGE>
     IN WITNESS  WHEREOF,  Debtor has caused this  Agreement  to be executed and
delivered by its officer  thereunto duly authorized,  as of the date first above
written.

                                        E-DENTIST.COM, INC.,
                                        a Delaware corporation



                                        By: /s/ JAMES M. POWERS, JR.
                                            ------------------------------------
                                            James M. Powers, Jr.
                                            President & Chief Executive Officer

                                       17
<PAGE>
                                    EXHIBIT A

                       DESCRIPTION OF INTERESTS IN ISSUERS

<TABLE>
<CAPTION>
                                                                                 PERCENTAGE INTEREST,
                                                                                PARTNERSHIP INTEREST OR
NAME OF ISSUER                  CERTIFICATE NO.        NO. OF SHARES/UNITS        MEMBERSHIP INTEREST
--------------                  ---------------        -------------------        -------------------
<S>                                    <C>                      <C>                      <C>
Pentegra Investments, Inc.             1                        1                        100%
</TABLE>

                                       18
<PAGE>
                      REMITTANCE ACCOUNT CONTROL AGREEMENT

     THIS REMITTANCE ACCOUNT CONTROL AGREEMENT (this "Agreement"), is made as of
June 29, 2001, among BANK ONE ARIZONA, N.A., a national banking association (the
"Bank"), E-DENTIST.COM,  INC., a Delaware corporation formerly known as Pentegra
Dental Group, Inc.  ("Borrower"),  and BANK ONE TEXAS,  N.A., a national banking
association (together with its successors, assigns and transferees, "Lender").

                             PRELIMINARY STATEMENT:

     The  capitalized  terms which are not otherwise  defined in this  Agreement
shall have the meanings  ascribed to such terms in that certain Credit Agreement
dated June 1, 1998, as amended,  between  Borrower and Lender (together with all
amendments  thereto  and as same may from time to time may be  further  amended,
supplemented or restated, the "Credit Agreement").

     Pursuant to the Credit Agreement, Lender has made certain loans to Borrower
(collectively,  the "Loans").  The Loans are secured by liens on the  Collateral
pursuant to the Security Documents.  In connection with the Credit Agreement and
the Loans,  Borrower has executed and delivered that certain Security  Agreement
dated of even date herewith (the "Security  Agreement"),  as additional security
for its  Obligations  under  the Loan  Documents  wherein  all  Dental  Practice
Payments  (as such term is defined  below)  paid in  connection  with the Dental
Practice Notes have been pledged to Lender.

     NOW,  THEREFORE,  in consideration of the mutual premises  contained herein
and in the Loan Documents,  and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree, intending to be legally bound, as follows:

     Section 1. DEFINED TERMS.

          (a) As used herein,  the  following  capitalized  terms shall have the
respective meanings set forth below:

     "AGREEMENT"  shall have the meaning set forth in the Preliminary  Statement
hereto.

     "CREDIT  AGREEMENT"  shall  have  the  meaning  set  forth  in  Preliminary
Statement hereto.

     "LOANS"  shall  have the  meaning  set forth in the  Preliminary  Statement
hereto.

     "REMITTANCE  ACCOUNT"  shall have the  meaning  set forth in  Section  2(a)
hereof.

     "SECURITY  AGREEMENT"  shall have the meaning set forth in the  Preliminary
Statement hereto.

          (b) All terms used but not otherwise  defined in this Agreement  shall
have the same defined meanings set forth in the Credit Agreement or in the other
Loan Documents, unless the context shall require otherwise.

                                       1
<PAGE>
          (c) The meanings  given to  capitalized  terms defined herein shall be
equally applicable in both singular and plural forms of such terms.

     Section 2. DUTIES.

          (a) The Bank has  established  in the name of Borrower a separate bank
account  known as Account  No.  4848-6521  (the  "Remittance  Account")  for the
deposit of all Dental  Practice  Payments  and all other cash flow in respect of
the Dental Practice Payments.  The Remittance Account shall be an account in the
name of Borrower.

          (b) The Borrower agrees to cause all Dental Practice  Payments and all
other cash flow  received in respect of the Dental  Practice  Payments  from any
Dental  Practice Group to be deposited  directly into the Remittance  Account on
the next  business  day  following  Borrower's  receipt  of any  such  payments.
Borrower shall not commingle any such funds in the  Remittance  Account with the
operating  account  of  Borrower  at the  Bank or with  any  other  accounts  of
Borrower,  and such funds shall be held by Borrower in an express  trust for the
benefit of Lender until deposited into the Remittance Account as required by the
preceding  sentence.  Any  deposit  made by or on  behalf of  Borrower  into the
Remittance  Account shall be deemed  deposited into the Remittance  Account when
the funds in respect of such deposit  shall  become  available  funds.  Borrower
shall provide Lender on a monthly basis with a copy of all information as Lender
may request to evidence that all Dental Practice  Payments  received by Borrower
were timely  deposited  in the  Remittance  Account.  Any failure of Borrower to
promptly  deposit  any Dental  Practice  Payments in the  Remittance  Account as
provided in this Agreement shall constitute an Event of Default.

          (c) Items  deposited by or on behalf of Borrower with the Bank for the
Remittance Account which are returned for insufficient or uncollected funds will
be  re-deposited  the first  time.  Items  returned  unpaid the second  time for
whatever  reason  shall be debited to the  Remittance  Account  under advice and
returned to Borrower or taken into account in the  Remittance  Account  analysis
provided  at the end of the month.  Return item fees will be charged by the Bank
directly to the Remittance Account.

          (d) The parties  agree that until the  Obligations  are  satisfied  in
full,  the Bank  shall  pay over to the  Lender  all  amounts  deposited  in the
Remittance Account on demand, without prior notice to Borrower.

          (e) In order to further  secure the  performance  by  Borrower  of the
Obligations,  Borrower hereby acknowledges and confirms that: (i) Lender and its
authorized agents or designees shall have the right to make withdrawals from the
Remittance  Account;  and (ii) neither Borrower nor any other Person claiming on
behalf of or through Borrower shall have any right or authority, whether express
or  implied,  to make use of, or  withdraw  any  amounts  from,  the  Remittance
Account. The Remittance Account has been assigned the federal tax identification
number of Borrower, which number is 76-0545043.

                                       2
<PAGE>
          (f) The Bank shall send a monthly account statement to Borrower and to
Lender, which monthly account statement shall specify the credits and charges to
the  Remittance  Account  with respect to the Dental  Practice  Payments for the
previous monthly period.

          (g) The  Bank may  terminate  this  Agreement  at any time and for any
reason by written notice  delivered to all parties hereto thirty (30) days prior
to the effective date of such termination.  The Bank hereby agrees that it shall
take  all  reasonable  action  necessary  to  facilitate  the  transfer  of  its
obligations,  duties and rights to the  replacement  clearing  bank  selected by
Borrower and Lender.  The Lender,  acting alone, may terminate this Agreement at
any  time by  written  notice  delivered  to the  Borrower  and the  Bank.  This
Agreement  may not be  terminated  by the  Borrower  without  the prior  written
consent of the Lender.  No such termination shall impair the rights of any party
with respect to checks processed prior to the effective date of termination.  In
the event that this Agreement is terminated by the Bank in accordance  with this
Section,  the Lender and the Borrower shall enter into a mutually acceptable new
deposit control agreement with a mutually acceptable bank, in form and substance
substantially similar to this Agreement,  except as may otherwise be required by
such new bank.  This Agreement  shall  terminate upon the repayment of the Loans
and satisfaction of the Obligations.  Upon termination of this Agreement, Lender
shall deliver such instruments as shall be necessary to terminate this Agreement
and close the Remittance Account.

          (h) The Bank shall have no liability  whatsoever to any of the parties
hereto or their  respective  successors  and assigns for any loss or damage that
either  or both may claim to have  suffered  or  incurred,  either  directly  or
indirectly,  by  reason  of  this  Agreement,  or  any  transaction  or  service
contemplated  by the provisions  hereof,  unless the Bank's actions or omissions
are  due to its  failure  to  exercise  due  care  and  caution  or its  willful
misconduct.  This Section shall survive any  expiration or  termination  of this
Agreement.

          (i) No warranties,  express or implied,  of any nature  whatsoever are
made by the Bank in  connection  with the  services  to be  provided  under this
Agreement.

          (j) In the event  that the Bank is  served  with a court  order  which
affects the Remittance Account,  the Bank will act in accordance with such court
order. Until a court order is received by the Bank, whether such order is issued
by the bankruptcy court or any other court of competent  jurisdiction,  the Bank
shall not have the right nor will it place a hold on funds in, or in the process
of being  deposited to, the Remittance  Account and will process funds in strict
accordance with the terms and conditions of this Agreement.

     Section 3. FEES. The Borrower shall be, and at all times remains, liable to
the Bank and Lender to pay all fees,  charges,  costs and expenses in connection
with the  Remittance  Account,  this  Agreement and the subject  matter  hereof,
including  those of the Bank and Lender.  The fees and charges of the Bank shall
be set forth in the monthly  statement  prepared by the Bank pursuant to Section
2(f) hereof.

                                       3
<PAGE>
     Section 4. MATTERS CONCERNING BORROWER.

          (a) Borrower  hereby  pledges,  transfers  and assigns to Lender,  and
grants to Lender, as additional  security for the payment and performance of the
Obligations,  a  continuing  security  interest  in and to:  (i) the  Remittance
Account and all of the Borrower's right,  title and interest in and to all cash,
property or rights  transferred to or deposited in the  Remittance  Account from
time to time by  Borrower  or on  behalf  of  Borrower  in  accordance  with the
provisions of this  Agreement;  and (ii) any and all proceeds of the  foregoing.
This Agreement and the pledge,  assignment  and grant of security  interest made
hereby shall secure payment of the Obligations  owed by Borrower to Lender under
the Credit  Agreement and the Note.  Borrower  acknowledges  and agrees that the
Bank is acting at the  direction  of, and as the agent of,  Lender in connection
with the subject matter of this Agreement.  Borrower  further agrees to execute,
acknowledge,  deliver, file or do, at its sole cost and expense, all other acts,
assignments,  notices,  agreements or other instruments as Lender may reasonably
require in order to effectuate, assure, secure, assign, transfer and convey unto
Lender any of the rights granted by this Section 4.

          (b) Lender may withdraw and apply all sums from the Remittance Account
to the  Obligations  in such  order,  proportion  and  priority  as  Lender  may
determine in its sole  discretion.  Lender's right to withdraw and apply amounts
in the Remittance  Account shall be in addition to all other rights and remedies
provided to Lender under this Agreement, the Credit Agreement and the other Loan
Documents  and at law or in equity.  Bank shall  promptly pay over to Lender all
amounts from time to time on deposit in the Remittance Account.  Bank shall have
the right to rely upon any notice from Lender to Bank  regarding the  Remittance
Account,  and the Bank shall  promptly  comply with the terms and  provisions of
this  Agreement  required of the Bank,  notwithstanding  any  countervailing  or
contradictory  instructions  or claims from the  Borrower,  and Borrower  hereby
releases the Bank of and from any claims, damages, actions, causes of actions or
liabilities  that  Borrower may have against the Bank for following the terms of
this Agreement.

          (c) A  default  under  this  Agreement  shall  constitute  an Event of
Default  under the Credit  Agreement;  and an Event of Default  under the Credit
Agreement  or any other Loan  Document  shall  constitute  a default  under this
Agreement.

     Section 5.  AMENDMENT.  This  Agreement may be amended from time to time in
writing by all parties hereto.

     Section 6.  NOTICES.  All  notices,  demands,  designations,  certificates,
requests, offers, consents, approvals,  appointments and other instruments given
pursuant to this Agreement  (collectively  called "Notices") shall be in writing
and given by (i) hand delivery, (ii) facsimile, (iii) express overnight delivery
service or (iv)  certified or registered  mail,  return receipt  requested,  and
shall be deemed to have been delivered upon (a) receipt, if hand delivered,  (b)
transmission, if delivered by facsimile, (c) the next business day, if delivered
by express overnight  delivery service,  or (d) the third business day following
the day of deposit of such notice with the United States Postal Service, if sent
by certified or registered  mail,  return  receipt  requested.  Notices shall be
provided to the parties and  addresses  (or facsimile  numbers,  as  applicable)
specified below:

                                       4
<PAGE>
If to Lender:                  Bank One, N.A.
                               c/o Bank One Arizona, N.A.
                               Large Corporate Managed Assets
                               Mail Code:  AZ1-1133
                               201 North Central Avenue
                               Phoenix, AZ  85004-2267
                               Attention:  Dennis Warren

If to Bank:                    Bank One, N.A.
                               Large Corporate Managed Assets
                               Mail Code:  AZ1-1133
                               201 North Central Avenue
                               Phoenix, AZ  85004-2267
                               Attention:  Dennis Warren

If to Borrower:                e-dentist.com, Inc.
                               2999 North 44th Street, Suite 650
                               Phoenix, AZ  85018
                               Attention:   James M. Powers, Jr.
                                            President & Chief Executive Officer

     with a copy to:           e-dentist.com, Inc.
                               2999 North 44th Street, Suite 650
                               Phoenix, AZ  85018
                               Attention:   Charlies Sanders
                                            Chief Financial Officer

or to such other  address or such other  person as either party may from time to
time  hereafter  specify to the other party in a notice  delivered in the manner
provided above. Whenever in this Agreement the giving of Notice is required, the
giving  thereof  may be waived in  writing  at any time by the person or persons
entitled to receive such Notice.

     Section 7. FORUM SELECTION;  JURISDICTION;  VENUE;  CHOICE OF LAW. Borrower
acknowledges  that this Agreement was  substantially  negotiated in the State of
Arizona,  this  Agreement  was  delivered  in the State of Arizona and there are
substantial  contacts  between  the parties  and the  transactions  contemplated
herein  and the State of  Arizona.  For  purposes  of any  action or  proceeding
arising  out of this  Agreement,  the  parties  hereto  expressly  submit to the
jurisdiction of all federal and state courts located in the State of Arizona.

     Section 8. CERTAIN MATTERS AFFECTING THE BANK.

          (a) The Bank hereby  acknowledges  the  security  interest  granted by
Borrower to Lender in and to the Dental  Practice  Payments  and the  Remittance
Account  and  agrees  to  comply  with all  instructions  originated  by  Lender
directing the disposition of the funds in the Remittance Account without further

                                       5
<PAGE>
consent of the  Borrower.  The Bank may rely and shall be protected in acting or
refraining  from  acting  upon  any  notice  (including,  but  not  limited  to,
electronically confirmed facsimiles of such notice) believed by it to be genuine
and to have been signed or presented by the proper party or parties.

          (b) The duties and obligations of the Bank shall be determined  solely
by the express provisions of this Agreement, the Bank shall not be liable except
for the performance of its duties and obligations as are  specifically set forth
in this Agreement,  and no implied  covenants or obligations  shall be read into
this Agreement against the Bank.

          (c) The Bank  shall  not be liable  for any  claims,  suits,  actions,
costs, damages,  liabilities,  or expenses, or for any interruption of services,
or incidental,  consequential,  special or punitive damages  ("Liabilities")  in
connection  with the subject  matter of this  Agreement  other than  Liabilities
caused by (i) the  negligence  or willful  misconduct  of the Bank or any of its
affiliates or any director, officer, employee or agent of any of them, or (ii) a
breach of this  Agreement  by the Bank.  Lender  and  Borrower  hereby  agree to
indemnify  and hold  harmless  the Bank and its  respective  affiliates  and the
directors, officers, employees, and agents of any of them and the successors and
assigns of the Bank from and against any and all Liabilities  arising from or in
connection with any acts or omissions or agent of any of them in connection with
this Agreement,  other than those Liabilities caused by (i) the gross negligence
or willful  misconduct of the Bank or such indemnified  party, or (ii) breach of
this Agreement by the Bank.

          (d) Except for this  Agreement,  the Bank  acknowledges to Lender that
there are no other deposit control agreements or other agreements  affecting the
Remittance Account to which the Bank is a party.

     Section 9.  HEADINGS.  The Section  headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.

     Section  10.  SEVERABILITY.  Wherever  possible,  each  provision  of  this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provision or the remaining provisions of this Agreement.

     Section 11. Intentionally Omitted.

     Section 12. SUBROGATION. To the extent that proceeds of the Obligations are
used to pay indebtedness  secured by any outstanding  lien,  security  interest,
charge or prior  encumbrance  against the  Collateral,  such  proceeds have been
advanced by Lender at  Borrower's  request and Lender shall be subrogated to any
and all  rights,  security  interests  and liens owned by any owner or holder of
such   outstanding   liens,   security   interests,   charges  or  encumbrances,
irrespective of whether said liens, security interests,  charges or encumbrances
are released.

     Section 13.  CONSTRUCTION.  Borrower and Lender  acknowledge and warrant to
one other that each has been represented by independent counsel and has executed
this  Agreement  after being fully  advised by said counsel as to its effect and

                                       6
<PAGE>
significance.  This Agreement  shall be interpreted  and construed in a fair and
impartial  manner without regard to such factors as the party which prepared the
instrument, the relative bargaining powers of the parties or the domicile of any
party.

     Section  14.  ASSIGNMENT.  Lender may assign in whole or in part its rights
under this Agreement to any Eligible Transferee. Upon any assignment of Lender's
entire right and interest  hereunder,  Lender shall  automatically  be relieved,
from and after the date of such assignment,  of liability for the performance of
any obligation of Lender contained herein.

     Section 15. COUNTERPARTS; FAX. This Agreement may be executed in any number
of counterparts and each thereof shall be deemed to be an original, and all such
counterparts  shall constitute but one and the same  instrument.  This Agreement
may be validly  executed in  counterparts  and  delivered  by facsimile or other
electronic   transmission,   provided  that   Borrower   delivers  its  original
counterpart signature pages to Bank and Lender the next business day immediately
following the date of its execution of this Agreement by depositing  same with a
reputable overnight courier service.

     Section 16. TIME OF THE ESSENCE.  Time is of the essence in the performance
of each and every obligation under this Agreement.

     Section 17. WAIVER OF JURY TRIAL AND PUNITIVE,  CONSEQUENTIAL,  SPECIAL AND
INDIRECT DAMAGES.  BORROWER,  BANK AND LENDER HEREBY KNOWINGLY,  VOLUNTARILY AND
INTENTIONALLY  WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY WITH  RESPECT TO
ANY AND ALL ISSUES  PRESENTED IN ANY ACTION,  PROCEEDING,  CLAIM OR COUNTERCLAIM
BROUGHT BY ANY OF THE  PARTIES  HERETO  AGAINST  ANY OTHER  PARTY  HERETO OR ITS
SUCCESSORS  WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, THE RELATIONSHIP OF BORROWER, BANK AND LENDER,  BORROWER'S USE OF THE
COLLATERAL, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY
REMEDY.  THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT THEY MAY HAVE TO A TRIAL
BY JURY  HAS BEEN  NEGOTIATED  AND IS AN  ESSENTIAL  ASPECT  OF  THEIR  BARGAIN.
FURTHERMORE, BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE
RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL,  SPECIAL AND INDIRECT DAMAGES
FROM LENDER OR BANK WITH RESPECT TO ANY AND ALL ISSUES  PRESENTED IN ANY ACTION,
PROCEEDING,  CLAIM OR COUNTERCLAIM  BROUGHT BY BORROWER AGAINST LENDER,  BANK OR
THEIR RESPECTIVE  SUCCESSORS,  ASSIGNS OR TRANSFEREES WITH RESPECT TO ANY MATTER
ARISING  OUT  OF  OR  IN  CONNECTION   WITH  THIS  AGREEMENT  OR  ANY  DOCUMENTS
CONTEMPLATED  HEREIN OR RELATED  HERETO.  THE WAIVER BY BORROWER OF ANY RIGHT IT
MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL,  SPECIAL AND INDIRECT DAMAGES HAS BEEN
NEGOTIATED  BY  BORROWER,  BANK AND LENDER AND IS AN  ESSENTIAL  ASPECT OF THEIR
BARGAIN.

                                       7
<PAGE>
     Section 18. LOAN  DOCUMENT;  SECURITY  DOCUMENT.  This  Agreement is a Loan
Document and a Security Document under the Credit Agreement,  and all provisions
in the Credit  Agreement  pertaining to Loan  Documents  and Security  Documents
apply hereto and thereto.


            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       8
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Remittance
Account Control Agreement in several counterparts (each of which shall be deemed
as original) as of the date first above written.

                                        BORROWER:

                                        E-DENTIST.COM, INC., a Delaware
                                        corporation


                                        By: /s/ JAMES M. POWERS, JR.
                                            ------------------------------------
                                            Name: James M. Powers, Jr.
                                            Title: President & Chief Executive
                                                   Officer


                                        LENDER:

                                        BANK ONE TEXAS, N.A., a national banking
                                        association


                                        By: /s/ DENNIS B. WARREN
                                            ------------------------------------
                                            Name: Dennis B. Warren
                                            Title: First Vice President


                                        BANK:

                                        BANK ONE ARIZONA, N.A., a national
                                        banking association


                                        By: /s/ DENNIS B. WARREN
                                            ------------------------------------
                                            Name: Dennis B. Warren
                                            Title: First Vice President

                                       9
<PAGE>
                             RESTRICTION ON TRANSFER

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  QUALIFIED  UNDER  ANY  STATE  SECURITIES  LAWS.  THIS  WARRANT  MAY  NOT  BE
TRANSFERRED,  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE  OF THIS
WARRANT  CANNOT BE SOLD OR  TRANSFERRED,  WITHOUT  (I) THE  OPINION  OF  COUNSEL
REASONABLY  SATISFACTORY  TO THE COMPANY THAT SUCH TRANSFER MAY BE LAWFULLY MADE
WITHOUT  REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  AND ALL
APPLICABLE STATE SECURITIES LAWS OR (II) SUCH REGISTRATION.

                                     WARRANT

                  To Subscribe for and Purchase Common Stock of

                               e-dentist.com, Inc.

     THIS CERTIFIES THAT, for value received, Bank One, N.A., a national banking
association,  or its registered assigns (the "Holder"), is entitled to subscribe
for and purchase from  e-dentist.com,  Inc.  (herein  called the  "Company"),  a
corporation  organized and existing under the laws of the State of Delaware,  at
the price  specified  below  (subject to  adjustment as noted below) at any time
from and after the date hereof to and  including  June 29, 2010,  that number of
shares (the "Warrant  Shares") of the Company's  common stock,  par value $0.001
per share ("Common Stock") which is equal to three percent (3.0%) of the maximum
number of shares of Common Stock  outstanding  on a fully  diluted  basis on any
date of  determination  during  the term of this  Warrant  (subject  to  further
adjustment as noted below).  The number of Warrant Shares shall be determined on
the first day of each calendar quarter, on each day the Holder may exercise this
Warrant in respect of any  Warrant  Shares,  and on each day on which the Holder
may request that the Company  calculate the number of Warrant  Shares (each such
date is herein  referred to as a  "Determination  Date").  For  purposes of this
Warrant,  the number of "shares of Common Stock  outstanding  on a fully diluted
basis" on any Date of Determination shall include (i) all shares of Common Stock
issued and  outstanding  on such date plus (ii) the maximum  number of shares of
Common Stock that may be issued  under or pursuant to all  options,  warrants or
other  rights to  acquire  in any manner  issued  and  outstanding  on such date
(whether of not any such option,  warrant or other right is then  exercisable or
may become exercisable at some future date).  Notwithstanding the foregoing, the
number of Warrant Shares shall be determined  and fixed at 3% as aforesaid,  and
(subject  to  adjustment  pursuant  to Section  4) on the date that the  Company
satisfies all of its obligations to Bank One, N.A. and its affiliates.

     The Warrant  purchase price shall be forty-two cents ($0.42) per share (the
"Exercise Price"). The Exercise Price shall be subject to adjustment as provided
in Section 4 hereof.

     This Warrant is subject to the following provisions, terms and conditions:

                                       1
<PAGE>
     1. The rights  represented  by this  Warrant may be exercised by the Holder
hereof,  in whole or in part,  by written  notice of exercise  delivered  to the
Company and by the surrender of this Warrant (properly  endorsed if required) at
the  principal  office of the  Company  at 2999 North  44th  Street,  Suite 650,
Phoenix,  Arizona 85018 (or such other  location as the Company may designate by
notice in writing to the Holder  hereof) and upon  payment to it by check of the
purchase  price for such  shares.  The  Company  shall not be  required to issue
fractions  of shares of Common  Stock  upon  exercise  of this  Warrant.  If any
fraction of a share would,  but for this Section,  be issuable upon any exercise
of this  Warrant,  and if the  Company  shall  have  elected  not to issue  such
fraction of a share, in lieu of such  fractional  share the Company shall pay to
the Holder,  in cash,  an amount equal to such fraction of the fair market value
per  share of  outstanding  Common  Stock of the  Company  on the  Business  Day
immediately  prior to the date of such  exercise (the fair market value for such
purpose shall be the closing  price of the Common Stock on the  principal  stock
exchange  on which the Common  Stock is then traded or the  principal  quotation
system in which bid and ask prices for the  Common  Stock are then  maintained).
The Company  agrees that the shares so  purchased  shall be and are deemed to be
issued  to the  Holder  as the  record  owner of such  shares as of the close of
business  on the date on which  this  Warrant  shall have been  surrendered  and
payment tendered for such shares as aforesaid.  Subject to the provisions of the
next  succeeding  paragraph,  certificates  for the shares of stock so purchased
(bearing  an  appropriate  legend  to  indicate  that the  shares  have not been
registered under securities laws) shall be delivered to the Holder hereof within
a reasonable time, not exceeding 10 days,  after the rights  represented by this
Warrant shall have been so exercised,  and,  unless this Warrant has expired,  a
new Warrant  reflecting  the shares,  if any, as to which this Warrant shall not
then have been  exercised  shall also be delivered to the Holder  hereof  within
such time.

     2.  Notwithstanding  the  foregoing,  however,  the  Company  shall  not be
required to deliver any  certificate  for shares of stock upon  exercise of this
Warrant  except in  accordance  with the  provisions  of this  Agreement and the
restrictive legend under the heading "Restriction on Transfer."

     3. The Company covenants and agrees that:

          (a) all  shares  that may be issued  upon the  exercise  of the rights
represented by this Warrant will, upon issuance,  be duly authorized and issued,
fully  paid  and  nonassessable  and  free  from all  preemptive  rights  of any
stockholder,  and from all taxes,  liens and charges  with  respect to the issue
thereof (other than transfer taxes);

          (b) during  the period  within  which the rights  represented  by this
Warrant may be  exercised,  the Company will at all times have  authorized,  and
reserved for the purpose of issue or transfer upon exercise of the  subscription
rights  evidenced by this Warrant,  a sufficient  number of shares of its Common
Stock to provide for the exercise of the rights represented by this Warrant;

          (c) during  the period  within  which the rights  represented  by this
Warrant may be exercised,  the Company  further will use reasonable best efforts
to maintain  the  eligibility  of the Common  Stock for listing on the  American
Stock  Exchange and  quotation on the domestic  over-the-counter  market and use
reasonable best efforts to keep the Common Stock so listed and quoted;

                                       2
<PAGE>
          (d) during  the period  within  which the rights  represented  by this
Warrant may be exercised, the Company's Certificate of Incorporation and by-laws
shall not be amended or modified if such amendment or modification  has or would
have,  directly or indirectly,  a material  adverse effect on the Holder of this
Warrant or Common Stock  purchased or purchasable  upon exercise of this Warrant
or on the rights and remedies hereunder; and

          (e) during  the period  within  which the rights  represented  by this
Warrant may be  exercised,  the Company will promptly  after each  Determination
Date  (defined  in the first  paragraph  of this  Warrant)  notify the Holder in
writing of the  number of Warrant  Shares  determined  as of such  Determination
Date, and each such notification  shall be accompanied by a certificate,  signed
by the Company's principal financial officer, setting forth in reasonable detail
the  information  used  to  determine  the  number  of  Warrant  Shares  on such
Determination Date.

     4. (a) If the Company  shall  after the date of  issuance  of this  Warrant
subdivide its outstanding shares of Common Stock into a greater number of shares
or consolidate its  outstanding  shares of Common Stock into a smaller number of
shares (any such event being called a "Common Stock  Reorganization"),  then the
Exercise Price shall be adjusted, effective at such time, to a number determined
by multiplying the Exercise Price then in effect by a fraction, the numerator of
which  shall be the  number of shares of Common  Stock  outstanding  immediately
before such Common Stock  Reorganization  and the  denominator of which shall be
the  number of shares  outstanding  after  giving  effect to such  Common  Stock
Reorganization.

          (b) (i) If the  Company  shall  after  the  date of  issuance  of this
Warrant  issue or  otherwise  sell or  distribute  any  shares of Common  Stock,
otherwise  than  pursuant  to a Common  Stock  Reorganization  (any such  event,
including any event described in paragraphs  (ii) and (iii) below,  being herein
called a "Common Stock  Distribution"),  if such Common Stock Distribution shall
be for a  consideration  per  share  less  than the  Exercise  Price  in  effect
immediately prior to the date of such Common Stock Distribution, or on the first
date of the announcement of such Common Stock Distribution  (whichever is less),
then, effective upon such Common Stock Distribution, the Exercise Price shall be
adjusted by  multiplying  the Exercise  Price then in effect by a fraction,  the
numerator  of which  shall be an  amount  equal to the sum of (A) the  number of
shares of Common Stock  outstanding (and issuable upon exercise or conversion of
outstanding options,  warrants and convertible  securities) immediately prior to
the Common  Stock  Distribution,  plus (B) the number of shares of Common  Stock
which the aggregate  consideration,  if any, received by the Company (determined
as provided  below) for such  Common  Stock  Distribution  would buy at the last
sales price  thereof,  as of the date  immediately  prior to such  Common  Stock
Distribution or as of the date immediately  prior to the date of announcement of
such Common Stock Distribution  (whichever is less) and the denominator of which
shall be the total number of shares of Common Stock  outstanding  (and  issuable

                                       3
<PAGE>
upon exercise or conversion of  outstanding  options,  warrants and  convertible
securities)  immediately prior to such Common Stock Distribution plus the number
of shares of Common Stock issued (or deemed to be issued  pursuant to paragraphs
(ii) and (iii) below) in such Common Stock Distribution.

                    The   provisions  of  this   paragraph  (i),   including  by
operation of paragraph (ii)  or (iii)  below,  shall not operate to increase the
Exercise Price.

               (ii) If the  Company  shall  after the date of  issuance  of this
Warrant  issue,  sell,  distribute  or  otherwise  grant in any manner  (whether
directly or by assumption in a merger or otherwise)  any rights to subscribe for
or to purchase,  or any warrants or options for the purchase of, Common Stock or
any stock or securities  convertible into or exchangeable for Common Stock (such
rights,  warrants or options being herein called  "Options" and such convertible
or   exchangeable   stock  or  securities   being  herein  called   "Convertible
Securities"),  whether or not such  Options or the rights to convert or exchange
any such Convertible Securities are immediately  exercisable,  and the price per
share for which  Common  Stock is issuable  upon the exercise of such Options or
upon  conversion  or  exchange of such  Convertible  Securities  (determined  by
dividing (A) the aggregate amount, if any, received or receivable by the Company
as consideration  for the granting of such Options,  plus the minimum  aggregate
amount of additional  consideration  payable to the Company upon the exercise of
all  such  Options,  plus,  in  the  case  of  Options  to  acquire  Convertible
Securities,  the minimum aggregate amount of additional  consideration,  if any,
payable  upon the  issue  or sale of such  Convertible  Securities  and upon the
conversion or exchange  thereof,  by (B) the total  maximum  number of shares of
Common Stock  issuable upon the exercise of such Options or upon the  conversion
or exchange of all such  Convertible  Securities  issuable  upon the exercise of
such Options)  shall be less than the last sales price per share of  outstanding
Common Stock of the Company on the date of granting  such Options or on the date
of announcement  thereof (whichever is less), then for purposes of paragraph (i)
above,  the total  maximum  number of shares of Common Stock  issuable  upon the
exercise of such  Options or upon  conversion  or exchange of the total  maximum
amount of such Convertible Securities issuable upon the exercise of such Options
shall be deemed to have been issued as of the date of  granting of such  Options
and thereafter shall be deemed to be outstanding and the Company shall be deemed
to have received as consideration  such price per share,  determined as provided
above,  therefor.  Except as  otherwise  provided in  paragraph  (iv) below,  no
additional  adjustment  of the  Exercise  Price  shall be made  upon the  actual
exercise of such  Options or upon  conversion  or  exchange of such  Convertible
Securities.

               (iii) If the  Company  shall  after the date of  issuance of this
Warrant issue,  sell or otherwise  distribute or grant  (whether  directly or by
assumption in a merger or otherwise) any Convertible Securities,  whether or not
the rights to exchange or convert  thereunder are immediately  exercisable,  and
the price per share for which Common Stock is issuable  upon such  conversion or
exchange (determined by dividing (A) the aggregate amount received or receivable
by the Company as  consideration  for the issue,  sale or  distribution  of such
Convertible  Securities,  plus,  the  minimum  aggregate  amount  of  additional
consideration,  if any,  payable to the Company upon the  conversion or exchange
thereof, by (B) the total maximum number of shares of Common Stock issuable upon
the  conversion or exchange of all such  Convertible  Securities)  shall be less
than the last sales price per share of  outstanding  Common Stock of the Company
on the date of such issue,  sale or  distribution or on the date of announcement
thereof  (whichever is less),  then,  for purposes of paragraph  (i) above,  the
total  maximum  number of shares of Common Stock  issuable  upon  conversion  or
exchange of all such Convertible  Securities shall be deemed to have been issued
as of the date of the issue, sale or distribution of such Convertible Securities

                                       4
<PAGE>
and thereafter shall be deemed to be outstanding and the Company shall be deemed
to have received as consideration  such price per share,  determined as provided
above,  therefor.  Except as  otherwise  provided in  paragraph  (iv) below,  no
additional  adjustment  of the  Exercise  Price  shall be made  upon the  actual
conversion or exchange of such Convertible Securities.

               (iv) If the purchase price provided for in any Option referred to
in paragraph (ii) above, the additional consideration,  if any, payable upon the
conversion or exchange of any  Convertible  Securities  referred to in paragraph
(ii) or (iii) above, or the rate at which any Convertible Securities referred to
in paragraph (ii) or (iii) above are convertible into or exchangeable for Common
Stock  shall  change at any time  (other  than under or by reason of  provisions
designed  to protect  against,  and having  the  effect of  protecting  against,
dilution  upon an event which results in a related  adjustment  pursuant to this
paragraph  4), the Exercise  Price then in effect shall  forthwith be readjusted
(effective  only  with  respect  to any  exercise  of this  Warrant  after  such
readjustment)  to the  Exercise  Price  which  would  then be in effect  had the
adjustment made upon the issue,  sale,  distribution or grant of such Options or
Convertible  Securities  been made  based  upon  such  changed  purchase  price,
additional  consideration  or  conversion  rate,  as the case may be;  PROVIDED,
HOWEVER,  that such  readjustment  shall give  effect to such  change  only with
respect to such Options and Convertible  Securities as then remain  outstanding.
If, at any time after any  adjustment of the Exercise Price shall have been made
pursuant  to this  paragraph  4 on the basis of the  issuance  of any  Option or
Convertible  Securities or after any new adjustments of the Exercise Price shall
have been made pursuant to this paragraph, the right of conversion,  exercise or
exchange in such Option or Convertible Securities shall expire or terminate, and
the right of  conversion,  exercise  or exchange in respect of a portion of such
Option or Convertible  Securities  shall not have been exercised,  such previous
adjustment shall be rescinded and annulled.  Thereupon, a recomputation shall be
made of the  effect of such  Option or  Convertible  Securities  on the basis of
treating  the number of shares of Common  Stock,  if any,  theretofore  actually
issued  or  issuable  pursuant  to  the  previous  exercise  of  such  right  of
conversion,  exercise  or exchange as having been issued on the date or dates of
such  conversion,  exercise  or  exchange  and  for the  consideration  actually
received and  receivable  therefor,  and treating any such Option or Convertible
Securities  which  then  remain  outstanding  as having  been  granted or issued
immediately  after the time of any such issuance for the consideration per share
for which shares of Common Stock are issuable  under such Option or  Convertible
Securities;  and, if and to the extent called for by the foregoing provisions of
this  paragraph on the basis  aforesaid,  a new adjustment of the Exercise Price
shall be made, which new adjustment shall supersede (effective only with respect
to any exercise of this Warrant after such readjustment) the previous adjustment
so rescinded and annulled.

               (v) If the  Company  shall  after  the date of  issuance  of this
Warrant pay a dividend or make any other  distribution upon any capital stock of
the Company payable in Common Stock,  options or Convertible  Securities,  then,
for purposes of paragraph (i) above,  such Common Stock,  Options or Convertible
Securities,  as the case may be,  shall be deemed  to have  been  issued or sold
without consideration.

                                       5
<PAGE>
               (vi) If any  shares  of  Common  Stock,  Options  or  Convertible
Securities  shall be issued,  sold or  distributed  by the Company for cash, the
consideration received therefor shall be deemed to be the amount received by the
Company  therefor net of any  underwriting  commissions or  concessions  paid or
allowed by the Company in connection  therewith.  If any shares of Common Stock,
Options or Convertible  Securities  shall be issued,  sold or distributed by the
Company for a  consideration  other than cash,  the amount of the  consideration
other than cash  received by the  Company  shall be deemed to be the fair market
value  of such  consideration,  as  determined  in good  faith  by the  Board of
Directors of the Company,  provided,  however, that the fair market value of any
security for which a last sales price is available  shall be the market price of
such security,  after  deduction of any expenses  incurred and any  underwriting
commissions  or  concessions  paid  or  allowed  by the  Company  in  connection
therewith.  If any shares of Common  Stock,  Options or  Convertible  Securities
shall be issued in  connection  with any  merger  in which  the  Company  is the
surviving  corporation,  the amount of consideration therefor shall be deemed to
be the fair market value,  as determined in good faith by the Board of Directors
of the Company,  of such portion of the assets and business of the  nonsurviving
corporation  as  shall  be  attributable  to  such  Common  Stock,   Options  or
Convertible Securities, as the case may be.

               (vii) If the  Company  shall set a record date for the purpose of
entitling  the  holders  of the  Common  Stock to  receive a  dividend  or other
distribution  payable in Common Stock,  Options or Convertible  Securities or to
subscribe for or purchase Common Stock, Options or Convertible Securities,  then
such record date shall be deemed to be the date of the issue, sale, distribution
or grant of the shares of Common  Stock  deemed to have been issued or sold upon
the declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase,  as the case may
be.

               (viii) For  purposes of  determining  whether any  adjustment  is
required  pursuant to this paragraph 4 any security of the Company having rights
substantially equivalent to the Common Stock as to dividends or upon liquidation
dissolution  or winding up of the Company  shall be treated as if such  security
were Common Stock.

          (c) If the Company  shall  after the date of issuance of this  Warrant
issue or  distribute  to all or  substantially  all  holders of shares of Common
Stock  evidences of  indebtedness,  any other  securities  of the Company or any
property,  assets  or  cash,  and if such  issuance  or  distribution  does  not
constitute a Common Stock  Reorganization  or a Common Stock  Distribution  (any
such  nonexcluded  event being herein called a  "Dividend"),  the Exercise Price
shall be adjusted (but not increased),  effective  immediately  after the record
date at which the holders of shares of Common Stock are  determined for purposes
of such  Dividend,  to a number  determined by  multiplying  the Exercise  Price
immediately before such Dividend by a fraction,  the numerator of which shall be
the last sales  price per share of  outstanding  Common  Stock of the Company on
such record date less the then fair market value, as determined in good faith by
the  Board of  Directors  of the  Company,  of the  evidences  of  indebtedness,
securities,  cash,  or property or other assets  issued or  distributed  in such

                                       6
<PAGE>
Dividend with respect to one share of Common Stock and the  denominator of which
shall be the last  sales  price per share of  outstanding  Common  Stock on such
record  date.  If  after  the  date of  issuance  of this  Warrant  the  Company
repurchases shares of Common Stock for a per share  consideration  which exceeds
the last sales price (as calculated immediately prior to such repurchase),  then
the Exercise Price shall be adjusted in accordance with the foregoing provision,
as if, in lieu of such  repurchases,  the Company had (A) distributed a Dividend
having  a fair  market  value,  as  determined  in good  faith  by the  Board of
Directors of the Company,  equal to the fair market value, as determined in good
faith  by the  Board of  Directors  of the  Company,  of all  property  and cash
expended  in the  repurchases,  and (B)  effected a reverse  split of the Common
Stock in the proportion  required to reduce the number of shares of Common Stock
outstanding from (I) the number of such shares  outstanding  immediately  before
such first repurchase to (II) the number of such shares outstanding  immediately
following all the repurchases.  In lieu of the adjustments  provided for in this
paragraph 4(c) as a result of a Dividend,  at the option of Holder,  the Company
shall  instead  pay to the  Holder  a  cash  Dividend  equal  to the  amount  of
consideration  to which the Holder  would have been  entitled  if the Holder had
fully exercised this Warrant  immediately  prior to the record date at which the
holders of shares of Common Stock were determined for purposes of such Dividend.

          (d) If after the date of issuance of this  Warrant  there shall be any
consolidation  or  merger  to  which  the  Company  is a  party,  other  than  a
consolidation  or a merger in which the Company is a continuing  corporation and
which does not result in any reclassification of, or change (other than a Common
Stock Reorganization or a change in par value), in, outstanding shares of Common
Stock,  or any sale or  conveyance of the property of the Company as an entirety
or  substantially  as an  entirety  (any  such  event  being  called a  "Capital
Reorganization"),  then,  effective  upon  the  effective  date of such  Capital
Reorganization,  the Holder shall have the right to purchase,  upon  exercise of
this Warrant and in lieu of the shares of Common Stock  immediately  theretofore
purchasable  hereunder,  the kind and  amount  of  shares  of  stock  and  other
securities  and property  (including  cash) which the Holder would have owned or
have been entitled to receive after such Capital  Reorganization if this Warrant
had been exercised  immediately prior to such Capital  Reorganization,  assuming
such  holder (i) is not a person  with which the  Company  consolidated  or into
which the Company  merged or which merged into the Company or to which such sale
or  conveyance  was  made,  as the case  may be  ("constituent  person"),  or an
Affiliate  of a  constituent  person and (ii) failed to  exercise  his rights of
election, if any, as to the kind or amount of securities, cash or other property
receivable upon such Capital Reorganization (provided that if the kind or amount
of   securities,   cash  or  other   property   receivable   upon  such  Capital
Reorganization  is not the same for each share of Common Stock held  immediately
prior  to  such  consolidation,  merger,  sale or  conveyance  by  other  than a
constituent  person or an affiliate  thereof and in respect of which such rights
of election shall not have been exercised  ("non-electing  share"), then for the
purposes  of this  paragraph  the kind and  amount  of shares of stock and other
securities  or other  property  (including  cash)  receivable  upon such Capital
Reorganization shall be deemed to be the kind and amount so receivable per share
by a plurality of the  non-electing  shares).  As a condition  to effecting  any
Capital  Reorganization,  the Company or the successor or surviving corporation,
as the case may be,  shall  execute and deliver to the Holder an agreement as to

                                       7
<PAGE>
the Holder's  rights in  accordance  with this  paragraph  4(d),  providing  for
subsequent  adjustments  as  nearly  equivalent  as  may be  practicable  to the
adjustments  provided for in this  paragraph 4. The provisions of this paragraph
4(d) shall similarly apply to successive Capital Reorganizations.

          (e) If after the date of the  issuance  of this  Warrant  the  Company
shall issue by  reclassification  of its shares of Common Stock other securities
of the  Company,  then the  number of shares of Common  Stock  purchasable  upon
exercise of the Warrant  immediately prior to such issuance shall be adjusted so
that the Holder upon  exercise  hereof shall be entitled to receive the kind and
number of shares of Common  Stock or other  securities  of the Company  which it
would have owned or have been entitled to receive after such issuance,  had this
Warrant been  exercised  immediately  prior to such  issuance or any record date
with respect  thereto.  An adjustment made pursuant to this paragraph 4(e) shall
become  effective  upon the date of the issuance  retroactive to the record date
with  respect  thereto,  if any.  Such  adjustment  shall  be made  successively
whenever such an issuance is made.

          (f) (i) Any  adjustments  pursuant  to this  paragraph 4 shall be made
successively whenever an event referred to herein shall occur.

               (ii) If the  Company  shall set a record  date to  determine  the
holders of shares of Common Stock for purposes of a Common Stock Reorganization,
Common Stock Distribution, Dividend or Capital Reorganization, and shall legally
abandon such action prior to effecting such Action,  then no adjustment shall be
made pursuant to this paragraph 4 in respect of such action.

               (iii) No adjustment in the Exercise Price shall be made hereunder
unless such adjustment decreases such price by one percent or more, but any such
lesser  adjustment  shall be carried  forward  and shall be made at the time and
together with the next subsequent adjustment which together with any adjustments
so carried forward shall serve to adjust such price by one percent or more.

               (iv) No adjustment in the Exercise  Price shall be made hereunder
if such adjustment  would reduce the exercise price to an amount below par value
of the Common  Stock,  which par value  shall  initially  be $0.001 per share of
Common Stock.

               (v) No adjustment  shall be made pursuant to this  paragraph 4 in
respect of (A) exercises or conversions  of any rights,  warrants,  options,  or
convertible  securities outstanding on the date hereof or issued to employees of
the Company or any parent or subsidiary pursuant to stock option plans in effect
on the date of this Warrant, (B) the issuance (or deemed issuance) or repurchase
of shares of Common Stock in connection  with the exercise of the Warrant or (C)
the  issuance  of shares  of Common  Stock in an  underwritten  public  offering
managed by a nationally recognized investment banking firm.

          (g) As a condition  precedent  to the taking of any action which would
require an adjustment  pursuant to this  paragraph 4, the Company shall take any
action  which may be  necessary,  including  obtaining  regulatory  approvals or

                                       8
<PAGE>
exemptions,  in order that the Company may thereafter  validly and legally issue
as fully paid and  nonassessable  all shares of Common Stock which the Holder is
entitled to receive upon exercise thereof.

          (h) Promptly  after an  adjustment  or  readjustment  pursuant to this
paragraph 4 becomes determinable, the Company shall give notice to the Holder of
any action  which  requires  an  adjustment  or  readjustment  pursuant  to this
paragraph 4,  describing  such event in  reasonable  detail and  specifying  the
record date or effective date, if determinable,  the required adjustment and the
computation  thereof,  if applicable.  If the Holder fails to object to any such
notice within 30 days of receipt of the Company's notice, the adjustment will be
deemed accepted by the Holder.

     5. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction  or  mutilation  of any  Warrant  and, in the case of any such loss,
theft  or  destruction,   upon  receipt  of  indemnity  or  security  reasonably
satisfactory  to the  Company  (the  original  Warrantholder's  indemnity  being
satisfactory indemnity in the event of loss, theft or destruction of any Warrant
owned by such holder),  or, in the case of any such  mutilation,  upon surrender
and cancellation of such Warrant,  the Company will make and deliver, in lieu of
such lost,  stolen,  destroyed or mutilated Warrant, a new Warrant of like tenor
and  representing  the right to purchase the same aggregate  number of shares of
Common  Stock as  provided  for in such lost,  stolen,  destroyed  or  mutilated
Warrant.

     6. This Warrant shall not entitle the Holder hereof to any voting rights or
other rights as a stockholder of the Company.

     7. (a) The Holder of this  Warrant,  by acceptance  hereof,  agrees to give
written notice to the Company before  transferring  this Warrant or transferring
any Common Stock  issuable or issued upon the exercise  hereof of such  Holder's
intention to do so,  describing  briefly the manner of any proposed  transfer of
this  Warrant or such  Holder's  intention as to the  disposition  to be made of
shares of Common Stock issuable or issued upon the exercise hereof.  Such Holder
shall  also  provide  the  Company   with  an  opinion  of  counsel   reasonably
satisfactory  to the  Company to the effect that the  proposed  transfer of this
Warrant or disposition of shares  received upon exercise  hereof may be effected
without  registration  or  qualification  (under  any  Federal or State law) and
without  causing  the  loss  of  the  applicable   securities  law  registration
exemption(s)  relied  upon by the  Company  when it issued  this  Warrant.  Upon
receipt of such written notice and opinion by the Company,  such Holder shall be
entitled to transfer  this  Warrant,  or to exercise  this Warrant in accordance
with its terms and  dispose  of the shares  received  upon such  exercise  or to
dispose of shares of Common Stock  received  upon the previous  exercise of this
Warrant, all in accordance with the terms of the notice delivered by such Holder
to the Company,  provided that an  appropriate  legend  respecting the aforesaid
restrictions  on transfer and  disposition  shall be endorsed on this Warrant or
the certificates for such shares.

          (b) This  Warrant (and the shares of Common  Stock  issuable  upon the
exercise of this  Warrant)  is  entitled to the benefit of certain  registration
rights pursuant to a Registration Rights Agreement,  a copy of which is attached
hereto as Schedule 1.

                                       9
<PAGE>
     8. Subject to the  provisions  of paragraph 7 hereof,  this Warrant and all
rights hereunder are  transferable,  in whole or in part,  without charge to the
Holder  hereof,  at the principal  office of the Company by the Holder hereof in
person  or by its duly  authorized  attorney,  upon  surrender  of this  Warrant
properly endorsed and this Warrant is exchangeable, upon the surrender hereof by
the Holder  hereof at the office of the Company,  for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares which may be subscribed for and purchased hereunder,  each of such new
Warrants to represent  the rights to subscribe  for and purchase  such number of
shares  as  shall  be  designated  by said  Holder  hereof  at the  time of such
surrender. Each taker and Holder of this Warrant, by taking or holding the same,
consents  and agrees  that the bearer of this  Warrant,  when  endorsed,  may be
treated by the Company and all other  persons  dealing  with this Warrant as the
absolute owner hereof for any purpose and as the person entitled to exercise the
rights  represented by this Warrant,  or to transfer  hereof on the books of the
Company, any notice to the contrary notwithstanding;  but until such transfer on
such books, the Company may treat the registered  Holder hereof as the owner for
all purposes.

     9. Any notices  required or  permitted  to be given under the terms of this
Warrant  shall be sent by certified  or  registered  mail (with  return  receipt
requested)  or  delivered  personally  or by  courier  (including  a  nationally
recognized overnight delivery service) or by facsimile transmission.  Any notice
so given shall be deemed  effective three days after being deposited in the U.S.
Mail,  or upon  receipt if  delivered  personally  or by  courier  or  facsimile
transmission, in each case addressed to a party at the following address or such
other address as each such party  furnishes to the other in accordance with this
paragraph 9:

          If to the Company:                 e-dentist.com, Inc.
                                             2999 North 44th Street
                                             Suite 650
                                             Phoenix, AZ 85018
                                             Telephone: (602) 952-1200
                                             Facsimile: (602) 952-0544
                                             Attention: Mr. James M. Powers, Jr.

          If to the Holder:                  Bank One, N.A.
                                             201 North. Central Avenue
                                             Phoenix, AZ 85004-2267
                                             Telephone: (602) 221-2910
                                             Facsimile: (602) 221-1737
                                             Attention: Dennis B. Warren

     10. (a) No failure or delay of the Holder in exercising  any power or right
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise of any such right or power,  or any  abandonment or  discontinuance  of
steps to enforce such a right or power,  preclude any other or further  exercise
thereof or the exercise of any other right or power.  The rights and remedies of
the Holder are  cumulative  and not exclusive of any rights or remedies which it

                                       10
<PAGE>
would otherwise have. The provisions of this Warrant may be amended, modified or
waived with (and only with) the  written  consent of the Company and the Holder.
The provisions of the Registration Rights Agreement may be amended,  modified or
waived only in accordance with the respective provisions thereof.

          (b) Any such amendment,  modification  or waiver effected  pursuant to
this  paragraph  10 or the  applicable  provisions  of the  Registration  Rights
Agreement  shall be binding  upon the  Holder of the  Warrant  and Common  Stock
issuable upon exercise, upon each future holder thereof and upon the Company. In
the event of any such  amendment,  modification or waiver the Company shall give
prompt notice thereof to the Holder and, if appropriate,  notation thereof shall
be made on any Warrant  thereafter  surrendered for  registration of transfer or
exchange.  No notice or demand on the  Company  in any case  shall  entitle  the
Company  to  any  other  or  further  notice  or  demand  in  similar  or  other
circumstances.

     11. All  representations,  warranties  and  covenants  made by the  Company
herein or in any certificate or other instrument delivered by or on behalf of it
in  connection  with the Warrant shall be considered to have been relied upon by
the  Holder  and  shall  survive  the  issuance  and  delivery  of the  Warrant,
regardless of any investigation  made by the Holder,  and shall continue in full
force and effect so long as any Warrant is  outstanding.  All  statements in any
such  certificate  or other  instrument  shall  constitute  representations  and
warranties hereunder.

     12. All covenants, stipulations,  promises and agreements contained in this
Warrant by or on behalf of the Company  shall bind its  successors  and assigns,
whether so expressed or not.

     13. In case any one or more of the provisions contained in the Registration
Rights  Agreement or this Warrant shall be invalid,  illegal or unenforceable in
any  respect,  the  validity,   legality  or  enforceability  of  the  remaining
provisions  contained  herein and  therein  shall not in any way be  affected or
impaired  thereby.  The parties  shall  endeavor in good faith  negotiations  to
replace the invalid,  illegal or unenforceable  provisions with valid provisions
the economic  effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

     14. The  Company  shall not by any action  including,  without  limitation,
amending  its  certificate  of  incorporation  or  through  any  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or  performance  of any at the terms of this  Warrant,  but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such  actions as may be necessary  or  appropriate  to protect the rights of the
Holder against impairment. Without limiting the generality of the foregoing, the
Company  will (a) not,  directly or  indirectly,  increase  the par value of any
shares of Common Stock  receivable  upon the exercise of this warrant  above the
amount payable therefor upon such exercise immediately prior to such increase in
par value,  (b) take all such action as may be necessary or appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
(subject  to  Wisconsin  law) shares of Common  Stock upon the  exercise of this
warrant, and (c) use its commercially reasonable best efforts to obtain all such
authorizations  exemptions  or consents from any public  regulatory  body having
jurisdiction  thereof as may be  necessary  to enable the Company to perform its
obligations under this Warrant.

                                       11
<PAGE>
     15. (a) Any legal action or proceeding  with respect to this Warrant may be
brought in the courts of the State of Arizona  located in Maricopa  County or of
the United States District Court for the District of Arizona,  and, by execution
and delivery of this Warrant,  the Company irrevocably accepts for itself and in
respect  of its  property,  generally  and  unconditionally,  the  non-exclusive
jurisdiction of the aforesaid courts. The Company hereby waives personal service
of any and all process upon it and consents that all such service of process may
be made by registered mail (return receipt requested) directed to the Company at
its address  set forth in  paragraph 9 and service so made shall be deemed to be
completed  five (5) days after the same shall  have been  deposited  in the U.S.
mails.  Nothing  herein shall affect the right of the Holder to serve process in
any other manner permitted by law or to commence legal  proceedings or otherwise
proceed against the Company in any other jurisdiction.

          (b) The Company hereby  irrevocably  waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid  actions or
proceedings  arising out of or in  connection  with this Warrant  brought in the
courts referred to in clause (a) above and hereby further irrevocably waives and
agrees  not to  plead  or claim in any  such  court  that  any  such  action  or
proceeding brought in any such court has been brought in an inconvenient forum.

     16. All questions  concerning this Warrant will be governed and interpreted
and enforced in accordance with the laws of the State of Arizona, without giving
effect to rules governing the conflict of laws.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer and this Warrant to be dated as of June 29, 2001.

                                        E-DENTIST.COM, INC.


                                        By /s/ JAMES M. POWERS, JR.
                                           -------------------------------------
                                           James M. Powers, Jr.
                                           President and Chief Executive Officer

                                       12
<PAGE>
                               FORM OF ASSIGNMENT
                       (To Be Signed Only Upon Assignment)


     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto ___________________________ all of the rights of the undersigned under this
Warrant,  with  respect to the number of shares set forth  below,  and  appoints
___________________________   to   transfer   this   Warrant  on  the  books  of
E-DENTIST.COM, INC. with the full power of substitution in the premises.

NAME OF ASSIGNEE            ADDRESS                             NUMBER OF SHARES
----------------            -------                             ----------------







Dated: ______________________

In the presence of:


-----------------------------------         ------------------------------------

               (Signature must conform in all respects to the name of the holder
               as  specified  on the face of this  Warrant  without  alteration,
               enlargement or any change  whatsoever,  and the signature must be
               guaranteed in the usual manner.)
<PAGE>
                                SUBSCRIPTION FORM


           To be Executed by the Holder of this Warrant if such Holder
             Desires to Exercise this Warrant in Whole or in Part:

To:      E-DENTIST.COM, INC. (the "Company")


         The undersigned
                        --------------------------------------------------------

         Please insert Social Security or other
         identifying number of Subscriber:
                                          --------------------------------------

hereby irrevocably elects to exercise the right of purchase  represented by this
Warrant for, and to purchase  thereunder,  _________  shares of the Common Stock
provided for therein and tenders payment herewith to the order of the Company in
the amount of  $___________,  such payment being made as provided on the face of
this Warrant.

     Please  issue a new Warrant  for the  unexercised  portion of the  attached
Warrant in the name of the  undersigned  or in such  other name as is  specified
below.

     The undersigned  requests that certificates for such shares of Common Stock
be issued as follows:

Name:
    ----------------------------------------------------------------------------

Address:
        ------------------------------------------------------------------------

Deliver to:
           ---------------------------------------------------------------------

Address:
        ------------------------------------------------------------------------

Dated:                                     Signature
      --------------------------                    ----------------------------

                    Note:   The  signature  on  this   Subscription   Form  must
                    correspond  with the name as  written  upon the face of this
                    Warrant  in  every   particular,   without   alteration   or
                    enlargement or any change whatever.
<PAGE>
                          REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated  as of  June  29,  2001  (the
"Agreement"),  is made between E-DENTIST.COM,  INC., a Delaware corporation (the
"Company"), and BANK ONE, N.A., a national banking association (the "Holder").

                                    RECITALS

     A. The Company  and the Holder  have  entered  into a Fourth  Amendment  to
Credit   Agreement  dated  as  of  the  date  of  this  Agreement  (the  "Fourth
Amendment").

     B. The Company has agreed to issue a warrant (the  "Warrant") to the Holder
to purchase  shares of the Company's  Common  Stock,  par value $0.001 per share
(the  "Common  Stock") to induce the Holder to execute  and  deliver  the Fourth
Amendment.  The shares of the Common Stock for which the Warrant is  exercisable
are collectively referred to herein as the "Common Shares."

     C. The Company  wishes to execute and deliver  this  Agreement  in order to
induce the Holder to provide the loan under the Fourth  Amendment and has agreed
to provide  certain  registration  rights under the  Securities  Act of 1933, as
amended,  and the rules and  regulations  thereunder,  or any similar  successor
statute  (collectively,  the "1933 Act"),  and applicable  state securities laws
with respect to the Common Shares.

                                   AGREEMENTS

     In consideration of the premises and the mutual covenants  contained herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby  acknowledged,  and intending to be legally bound hereby, the Company
and the Holder hereby agree as follows:

     A. DEFINITIONS.  As used in this Agreement,  the following terms shall have
the following meanings:

          1.  "1934  Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended, and the rules and regulations promulgated thereunder.

          2.  "Holder"  shall have the meaning set forth in the first  paragraph
hereof,  as well as any  transferee or assignee of the initial Holder who agrees
to become bound by the provisions of this  Agreement in accordance  with section
10 hereof.

          3.  "Registrable  Securities" means the Warrant and the Common Shares,
together  with any shares of Common  Stock  which may be issued as a dividend or
other distribution and any additional shares of Common Stock which may be issued
due to anti-dilution  adjustments with respect to the Warrant and Common Shares,
which are  required  to be  included  in a  Registration  Statement  pursuant to
section 2 below.

          4.  "Registration  Period"  means the period  between the date of this
Agreement  and the  earlier  of (i) the  date on  which  all of the  Registrable
Securities  have been sold pursuant to a Registration  Statement or Rule 144, or

                                       1
<PAGE>
(ii) the date on which  the  Registrable  Securities,  may be  immediately  sold
without registration by a Holder who is not an affiliate of the Company pursuant
to Rule 144(k)  under the 1933 Act or any similar or  successor  rule  (provided
that the  Holder  has  received  an  opinion  of the  Company's  counsel  who is
reasonably  acceptable  to the Holder  covering the matters  referred to in this
clause  (ii)  and  such  opinion  is  reasonably  satisfactory  to the  Holder).
Notwithstanding  the  foregoing,  if the  Registration  Period  for one  type of
Registrable  Security shall expire, the Registration  Period for all other types
of Registrable  Securities  shall remain  unchanged  until such time as they are
sold in  accordance  with  clause  (i) above or may be sold in  accordance  with
clause (ii) above.

          5. "Registration  Statement" means a registration statement filed with
the Securities and Exchange Commission (the "SEC") under the 1933 Act.

          6. The terms "register,"  "registered," and "registration"  refer to a
registration  effected  by  preparing  and filing a  Registration  Statement  in
compliance with the 1933 Act, and the  declaration or ordering of  effectiveness
of such Registration Statement by the SEC.

          7. "Rule 144"  shall mean Rule 144  promulgated  under the 1933 Act or
any successor rule thereto.

     B. REGISTRATION. The Company covenants and agrees:

     (a) At any time  and  from  time to time,  the  Holder  may make a  written
request to the Company (a "Demand  Notice") that the Company  register the offer
and sale of all or any part of the  Holder's  Registrable  Securities  under the
1933 Act ( a  "Demand  Registration").  Upon  receipt  of a Demand  Notice,  the
Company  will use its  reasonable  best efforts to file within 60 days after the
date of the Demand Notice a Registration  Statement with the SEC registering the
Registrable  Securities  included in the Demand  Notice for resale.  The Company
will use its reasonable best efforts to cause such Registration  Statement to be
declared  effective  by the SEC  within  120 days  after the date of the  Demand
Notice.  Such  reasonable  best efforts  shall  include,  but not be limited to,
promptly  responding to all comments  received from the staff of the SEC. Should
the Company receive  notification  from the SEC that the Registration  Statement
will receive no action or no review from the SEC,  the Company  shall cause such
Registration Statement to become effective within five business days of such SEC
notification.  Once  declared  effective by the SEC,  the Company  shall use all
reasonable  best  efforts  to  cause  such  Registration   Statement  to  remain
continuously  effective  throughout  the  Registration  Period.  Notwithstanding
anything in this section 2(a) to the  contrary,  the Holder shall be entitled to
no more than two Demand Registrations.

     (b)  The  offering  of  such   Registrable   Securities   pursuant  to  the
Registration  Statement shall be in the form of either an underwritten  offering
or through the use of brokers or in privately negotiated transactions, in either
case as  selected  by the  Holder  within no more than  five (5)  business  days
following  the date of the Demand  Notice.  In the event that the Holder  elects
that the offering be an underwritten  offering, the Company and the Holder shall
enter into a customary  underwriting agreement with such underwriter(s) (and the
Holder  may at its  option  require  that the  representations,  warranties  and
covenants  of the Company to or for the benefit of the  underwriter(s)  also are
made for the benefit of the Holder).

                                       2
<PAGE>
     (c)  Notwithstanding  the  foregoing,  the  Company may delay in filing the
Registration  Statement  and may  withhold  efforts  to cause  the  Registration
Statement to become effective, if the Company determines in good faith that such
registration  will (i)  materially  and adversely  interfere  with or affect the
negotiation or completion of any actual or pending material  transaction that is
being contemplated by the Company (whether or not a final decision has been made
to  undertake  such  transaction)  at the  time the  right to delay or  withhold
efforts  is  exercised,   or  (ii)  involve  initial  or  continuing  disclosure
obligations  that are not in the best  interests of the Company's  stockholders.
The Company may exercise  such right to delay or withhold  efforts not more than
once and for not more than  sixty  (60) days.  Notwithstanding  anything  to the
contrary that may be contained in this Agreement,  if the Company  exercises its
right to delay or to withhold efforts, the Company shall use its reasonable best
efforts to have the Registration  Statement filed or declared effective,  as the
case may be, at the earliest  practicable  date after the Company's  reasons for
delaying or  withholding  efforts are no longer  applicable  (but subject to the
time limitation in the immediately preceding sentence).

     (d) Whenever  the Company  proposes to register  (including  on behalf of a
selling  stockholder)  any of its securities  under the 1933 Act (except for the
registration of securities to be offered pursuant to an employee benefit plan on
Form S-8 or pursuant to a registration made on Form S-4, or any successor forms)
at any time other than pursuant to a Demand  Registration  and the  registration
form to be used may be used for the  registration of the Registrable  Securities
(a "Piggyback  Registration"),  it will so notify the Holder in writing no later
than the earlier to occur of (i) the tenth (10th) day  following  the  Company's
receipt of notice of exercise of other demand  registration  rights,  or (ii) 30
days prior to the  anticipated  date of filing.  Subject  to the  provisions  of
section  2(f),  the  Company  will  include in the  Piggyback  Registration  all
Registrable  Securities  with respect to which the Company has received  written
requests for inclusion from the Holder with fifteen (15) business days after the
Holder's  receipt of the  Company's  notice.  The Holder may withdraw all or any
part of the  Registrable  Securities  from a Piggyback  Registration at any time
before ten (10)  business  days  prior to the  effective  date of the  Piggyback
Registration.  The  Company,  the Holder and any  person who  hereafter  becomes
entitled to register its securities in a  registration  initiated by the Company
shall sell their securities on the same terms and conditions.

     (e) If the managing  underwriter gives the Company its written opinion that
the  total  number of  securities  requested  to be  included  in the  Piggyback
Registration exceeds the number of securities that can be sold, the Company will
include the securities in the  registration  in the following order of priority:
(i) first, all securities the Company or the shareholder for whom the Company is
effecting the  registration,  as the case may be, proposes to sell; (ii) second,
up to the full number of Registrable  Securities requested to be included in the
registration;  and (iii) third, any other  securities  requested to be included,
allocated  among the  holders  of such  securities  in such  proportions  as the
Company and those holders may agree.

     (f) If any Piggyback  Registration is an underwritten offering, the Company
and the Holder  shall enter into a  customary  underwriting  agreement  with the
underwriter(s) administering the offering. The Holder may not participate in any
Piggyback  Registration  without (i)  agreeing to sell  securities  on the basis
provided in the  underwriting  arrangements  approved by the  Company,  and (ii)
completing all  questionnaires,  powers of attorney,  indemnities,  underwriting
agreements and other documents required by the underwriting arrangements.

                                       3
<PAGE>
     C.  ADDITIONAL   OBLIGATIONS  OF  THE  COMPANY.   In  connection  with  the
registration of the Registrable Securities, the Company shall have the following
additional obligations:

          1.  The  Company  shall  keep  the  Registration  Statement  effective
pursuant  to Rule 415 under the 1933 Act at all times  during  the  Registration
Period.

          2. The Registration Statement (including any amendments or supplements
thereto and  prospectuses  contained  therein)  filed by the  Company  shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein,  or necessary to make the statements  therein, in
light of the circumstances in which they were made, not misleading.  The Company
shall prepare and file with the SEC such  amendments  (including  post-effective
amendments)  and  supplements to the  Registration  Statement and the prospectus
used in connection with the  Registration  Statement as may be necessary to keep
the  Registration  Statement  effective  at all times  during  the  Registration
Period,  and,  during such period,  shall comply with the provisions of the 1933
Act applicable to the Company with respect to the disposition of all Registrable
Securities of the Company covered by the Registration  Statement until such time
as all of such  Registrable  Securities have been disposed of in accordance with
the intended  methods of disposition by the sellers  thereof as set forth in the
Registration  Statement.  In the  event the  number  of  shares of Common  Stock
included  in a  Registration  Statement  filed  pursuant  to this  Agreement  is
insufficient to cover all of the Registrable Securities, the Company shall amend
the Registration  Statement  and/or file a new  Registration  Statement so as to
cover all of the  Registrable  Securities  as soon as  practicable.  The Company
shall use its  reasonable  best  efforts  to cause  such  amendment  and/or  new
Registration  Statement to become effective as soon as practicable following the
filing thereof.

          3.  The  Company  shall  furnish  to  each  Holder  whose  Registrable
Securities  are included in the  Registration  Statement (i) promptly  after the
same is prepared and publicly distributed, filed with the SEC or received by the
Company, one copy of the Registration  Statement and any amendment thereto, each
preliminary  prospectus  and final  prospectus  and each amendment or supplement
thereto,  and each substantive  letter written by or on behalf of the Company to
the SEC and each item of each substantive  correspondence  from the SEC, in each
case relating to such Registration Statement (other than any portion of any item
thereof which contains information for which the Company has sought confidential
treatment);  and (ii)  such  number  of  copies  of a  prospectus,  including  a
preliminary  prospectus,  and all amendments and supplements  thereto,  and such
other documents as such Holder may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such Holder.

          4. The Company shall use its  reasonable  best efforts to (i) register
and qualify the Registrable  Securities  covered by the  Registration  Statement
under such other securities or blue sky laws of such jurisdictions as the Holder
reasonably  requests,   (ii)  prepare  and  file  in  those  jurisdictions  such
amendments  (including  post-effective   amendments)  and  supplements  to  such
registrations as may be necessary to maintain the  effectiveness  thereof during
the  Registration  Period,  (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the
Registration  Period,  and (iv) take all other actions  reasonably  necessary or

                                       4
<PAGE>
advisable to qualify the Registrable  Securities for sale in such jurisdictions.
Notwithstanding  the foregoing  provision,  the Company shall not be required in
connection  therewith or as a condition thereto to (i) qualify to do business in
any  jurisdiction  where it would not  otherwise  be required to qualify but for
this  section  3(d),  (ii)  subject  itself  to  general  taxation  in any  such
jurisdiction,  (iii)  file a general  consent  to service of process in any such
jurisdiction, (iv) provide any undertakings that cause more than nominal expense
or burden to the Company, or (v) make any change in its charter or bylaws, which
in each case the Board of Directors of the Company  determines to be contrary to
the best interests of the Company and its stockholders.

          5.  The  Company  shall  notify  each  Holder  who  holds  Registrable
Securities  being sold pursuant to a Registration  Statement of the happening of
any event of which the Company has knowledge as a result of which the prospectus
included  in the  Registration  Statement  as then in effect  includes an untrue
statement of a material  fact or omits to state a material  fact  required to be
stated  therein or necessary to make the  statements  therein not  misleading (a
"Suspension  Event").  The Company shall make such  notification  as promptly as
practicable  after the Company  becomes aware of such  Suspension  Event,  shall
promptly use its reasonable best efforts to prepare a supplement or amendment to
the  Registration  Statement to correct such untrue  statement or omission,  and
shall deliver a copy of such supplement or amendment to each Holder.

          6. The Company  shall use its  reasonable  best efforts to prevent the
issuance  of  any  stop  order  or  other   suspension  of  effectiveness  of  a
Registration Statement and, if such an order is issued, shall use its reasonable
best efforts to obtain the  withdrawal  of such order at the  earliest  possible
time and to notify each Holder who holds  Registrable  Securities  being sold of
the issuance of such order and the resolution thereof.

          7. The Company shall permit a single firm of counsel designated by the
Holder to review the  Registration  Statement and all amendments and supplements
thereto (as well as all requests for  acceleration or  effectiveness  thereof) a
reasonable period of time prior to their filing with the SEC, and shall not file
any document in a form to which such counsel reasonably objects.

          8. The Company shall make available for inspection by the Holder whose
Registrable  Securities  are being sold  pursuant to such  registration  and any
attorney,  accountant or other agent retained by any such Holder  (collectively,
the  "Inspectors"),   all  pertinent  financial  and  other  records,  pertinent
corporate documents and properties of the Company (collectively, the "Records"),
as shall be  reasonably  necessary to enable each  Inspector to exercise its due
diligence  responsibility,  and  cause the  Company's  officers,  directors  and
employees to supply all information  which any Inspector may reasonably  request
for purposes of such due diligence; provided, however, that each Inspector shall
hold in confidence and shall not make any disclosure (except to a Holder) of any
Record  or other  information  unless  (i) the  disclosure  of such  Records  is
necessary  to avoid or correct a  misstatement  or omission in any  Registration
Statement, (ii) the release of such Records is ordered pursuant to a subpoena or
other order from a court or government body of competent jurisdiction,  or (iii)
the information in such Records has been made generally  available to the public
other  than by  disclosure  in  violation  of this or any other  agreement.  The
Company shall not be required to disclose any  confidential  information in such

                                       5
<PAGE>
Records to any Inspector until and unless such Inspector shall have entered into
confidentiality agreements (in form and substance reasonably satisfactory to the
Company)  with the Company with respect  thereto,  substantially  in the form of
this  section  3(h).  The  Holder  agrees  that it  shall,  upon  learning  that
disclosure  of such Records is sought in or by a court or  governmental  body of
competent jurisdiction or through other means, give prompt notice to the Company
and allow the Company, at the Company's expense, to undertake appropriate action
to prevent  disclosure  of, or to obtain a  protective  order for,  the  Records
deemed  confidential.  Nothing  herein  shall be deemed  to limit  the  Holder's
ability to sell Registrable Securities in a manner which is otherwise consistent
with applicable laws and regulations.

          9.  The  Company  shall  cooperate  with  the  Holder  of  Registrable
Securities  and  each  underwriter  participating  in the  disposition  of  such
Registrable Securities,  if any, and their respective counsel in connection with
any filings  required to be made with the  National  Association  of  Securities
Dealers, Inc.

          10. In the event of an underwritten  offering, the Company shall enter
into and perform its obligations under an underwriting  agreement,  in usual and
customary form, with the  underwriter(s)  of such offering,  with such terms and
conditions  as the  Company and the  underwriter(s)  may agree.  The Holder,  if
participating  in such  underwriting,  shall  also enter  into and  perform  its
obligations under such an agreement.

          11. The Company  shall take all other  reasonable  actions  reasonably
requested  by  the  Holder  which  are  necessary  to  expedite  and  facilitate
disposition  by  the  Holder  of  the  Registrable  Securities  pursuant  to the
Registration Statement.

     D.  OBLIGATIONS OF THE HOLDER.  In connection with the  registration of the
Registrable Securities, the Holder shall have the following obligations:

          1. It shall be a condition precedent to the obligations of the Company
to take any action  pursuant to this  Agreement  with respect to the Holder that
the Holder shall  furnish in writing to the Company such  information  regarding
the  Holder,  the  Registrable  Securities  held by the Holder and the  intended
method of disposition of the Registrable  Securities held by the Holder as shall
be required to effect the  registration of the Registrable  Securities and shall
execute such documents in connection  with such  registration as the Company may
reasonably request.

          2. The Holder, by acceptance of the Registrable Securities,  agrees to
cooperate with the Company as reasonably  requested by the Company in connection
with the preparation and filing of the Registration  Statement  hereunder unless
such Holder has  notified  the Company in writing of such  Holder's  election to
exclude  all of such  Holder's  Registrable  Securities  from  the  Registration
Statement.

          3. The Holder agrees that, upon receipt of any notice from the Company
of the  happening  of any event of the kind  described  in section 3(e) or 3(f),
such Holder will immediately  discontinue  disposition of Registrable Securities
pursuant to the  Registration  Statement  covering such  Registrable  Securities
until  such  Holder's  receipt  of the  copies of the  supplemented  or  amended
prospectus  contemplated  by section  3(e) or 3(f) and,  if so  directed  by the

                                       6
<PAGE>
Company,  such  Holder  shall  deliver  to the  Company  (at the  expense of the
Company) or destroy (and deliver to the Company a  certificate  of  destruction)
all  copies  in  such  Holder's  possession,  of the  prospectus  covering  such
Registrable  Securities  current  at the time of  receipt  of such  notice.  The
Company  shall use its  reasonable  best  efforts to limit the  duration  of any
discontinuance  of  disposition  of  Registrable  Securities  pursuant  to  this
paragraph.

     E.  EXPENSES  OF  REGISTRATION.  All  expenses,  other than  discounts  and
commissions attributable to the sale of any Registrable Securities,  incurred in
connection with registrations,  filings or qualifications pursuant to section 2,
including,  without  limitation,  all registration,  listing and  qualifications
fees,  printers and accounting  fees, and the fees and  disbursements of counsel
for the Company, shall be borne by the Company.

     F. INDEMNIFICATION. In the event any Registrable Securities are included in
a Registration Statement under this Agreement:

          1. The Company will  indemnify and hold harmless each Holder who holds
such Registrable Securities, the directors, if any, of such Holder, the officers
and  employees,  if any, of such Holder,  each person,  if any, who controls any
Holder  within  the  meaning of the 1933 Act (each,  an  "Indemnified  Person"),
against any losses, claims, damages,  expenses or liabilities (joint or several)
or actions  in  respect  thereof  (collectively  "Claims")  to which any of them
become  subject  under the 1933 Act or  otherwise,  insofar  as such  Claims (or
actions or proceedings,  whether  commenced or threatened,  in respect  thereof)
arise out of or are based upon any of the  following  statements,  omissions  or
violations  in  the  Registration  Statement,  or any  post-effective  amendment
thereof, or any prospectus included therein: (i) any untrue statement or alleged
untrue statement of a material fact contained in the  Registration  Statement or
any  post-effective  amendment  thereof or the  omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein not  misleading,  (ii) any untrue  statement or alleged
untrue  statement of a material fact contained in any preliminary  prospectus if
used prior to the effective date of such Registration Statement, or contained in
the final  prospectus  (as amended or  supplemented,  if the  Company  files any
amendment thereof or supplement thereto with the SEC) or the omission or alleged
omission to state  therein any material  fact  necessary to make the  statements
made therein,  in light of the circumstances  under which the statements therein
were made, not  misleading,  or (iii) any violation or alleged  violation by the
Company of the 1933 Act or any state  securities  law or any rule or  regulation
(the matters in the  foregoing  clauses (i) through  (iii) being,  collectively,
"Violations").  Subject  to the  restrictions  set  forth in  section  6(c) with
respect to the number of legal counsel,  the Company shall  reimburse the Holder
and each such underwriter or controlling  person,  promptly as such expenses are
incurred  and  are due  and  payable,  for any  legal  fees  or  other  expenses
reasonably  incurred by them in connection with  investigating  or defending any
such Claim.  Notwithstanding  anything to the  contrary  contained  herein,  the
indemnification agreement contained in this section 6(a): (A) shall not apply to
a Claim  arising out of or based upon a Violation  which occurs in reliance upon
and in conformity  with  information  furnished in writing to the Company by any
Indemnified  Person or underwriter for such Indemnified Person expressly for use
in connection  with the  preparation of the  Registration  Statement or any such
amendment  thereof or supplement  thereto;  (B) with respect to any  preliminary
prospectus  shall  not inure to the  benefit  of any such  person  from whom the
person  asserting any such Claim purchased the  Registrable  Securities that are
the subject thereof (or to the benefit of any person controlling such person) if

                                       7
<PAGE>
the untrue  statement or omission of material fact contained in the  preliminary
prospectus was corrected in the prospectus, as then amended or supplemented,  if
a prospectus was timely made  available by the Company  pursuant to section 3(c)
hereof;  and (C) shall not apply to amounts paid in  settlement  of any Claim if
such  settlement is effected  without the prior written  consent of the Company,
which consent shall not be unreasonably withheld. Such indemnity shall remain in
full force and effect  regardless of any  investigation  made by or on behalf of
the  Indemnified  Persons  and shall  survive the  transfer  of the  Registrable
Securities by the Holder  pursuant to section 10. In  connection  with a firm or
best efforts  underwritten  offering,  to the extent customarily required by the
managing  underwriter,  the  Company  will  indemnify  the  underwriters,  their
officers,  directors,  trustees, partners,  employees,  advisors and agents, and
each person who controls the  underwriters  (within the meaning of Section 15 of
the 1933  Act or  Section  20 of the  1934  Act),  together  with all  officers,
directors,   trustees,  partners,   employees,   advisors  and  agents  of  such
controlling person, to the extent customary in such agreements.

          2. In connection with any  Registration  Statement in which the Holder
is participating,  the Holder agrees to indemnify and hold harmless, to the same
extent and in the same manner set forth in section  6(a),  the Company,  each of
its directors,  each of its officers who signs the Registration Statement,  each
person,  if any, who controls the Company within the meaning of the 1933 Act (an
"Indemnified Party"), against any Claim to which any of them may become subject,
under the 1933 Act or otherwise, insofar as such Claim arises out of or is based
upon any  Violation,  in each case to the extent (and only to the  extent)  that
such  Violation   occurs  in  reliance  upon  and  in  conformity  with  written
information  furnished  to the  Company  by  such  Holder  expressly  for use in
connection with such Registration Statement,  and such Holder will reimburse any
legal fees or other  expenses  reasonably  incurred by them in  connection  with
investigating or defending any such Claim; provided, however, that the indemnity
agreement  contained  in this  section  6(b) shall not apply to amounts  paid in
settlement of any Claim if such settlement is effected without the prior written
consent  of such  Holder,  which  consent  shall not be  unreasonably  withheld;
provided  further,  however,  that the Holder shall be liable under this section
6(b) for only that amount of a Claim as does not exceed the net proceeds to such
Holder  as a  result  of the sale of  Registrable  Securities  pursuant  to such
Registration  Statement.  Such  indemnity  shall remain in full force and effect
regardless of any  investigation  made by or on behalf of such Indemnified Party
and shall  survive the  transfer  of the  Registrable  Securities  by the Holder
pursuant to section 10. In connection  with a firm or best efforts  underwritten
offering,  to the extent customarily required by the managing  underwriter,  the
Holder will indemnify the  underwriters,  their officers,  directors,  trustees,
partners,  employees,  advisors  and agents,  and each person who  controls  the
underwriters  (within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934  Act),  together  with all  officers,  directors,  trustees,  partners,
employees,  advisors  and  agents  of such  controlling  person,  to the  extent
customary in such agreements.

          3. Promptly  after  receipt by an  Indemnified  Person or  Indemnified
Party  under  this  section  6 of  notice  of the  commencement  of  any  action
(including any  governmental  action),  such  Indemnified  Person or Indemnified
Party  shall,  if a  Claim  in  respect  thereof  is  to  be  made  against  any
indemnifying  party under this  section 6, deliver to the  indemnifying  party a
written notice of the  commencement  thereof and this  indemnifying  party shall
have the right to participate in, and, to the extent the  indemnifying  party so

                                       8
<PAGE>
desires,  jointly with any other indemnifying party similarly noticed, to assume
control  of the  defense  thereof  with  counsel  mutually  satisfactory  to the
indemnifying  parties;   provided,   however,  that  an  Indemnified  Person  or
Indemnified Party shall have the right to retain its own counsel,  with the fees
and expenses to be paid by the indemnifying party, if, in the reasonable opinion
of counsel  retained  by the  indemnifying  party,  the  representation  by such
counsel of the  Indemnified  Person or  Indemnified  Party and the  indemnifying
party would be  inappropriate  due to actual or  potential  differing  interests
between such Indemnified Person or Indemnified Party and other party represented
by such counsel in such proceeding.  The Company shall pay for only one separate
legal  counsel  for the  Holder;  such legal  counsel  shall be  selected by the
Holder. The failure to deliver written notice to the indemnifying party within a
reasonable  time of the  commencement  of any such action shall not relieve such
indemnifying  party of any liability to the  Indemnified  Person or  Indemnified
Party under this section 6, except to the extent that the indemnifying  party is
prejudiced in its ability to defend such action. The indemnification required by
this section 6 shall be made by periodic  payments of the amount  thereof during
the course of the  investigation or defense,  as such expense,  loss,  damage or
liability is incurred and is due and payable.

     G.  CONTRIBUTION.  If for any reason the  indemnification  provided  for in
section 6 is unavailable to an Indemnified Party or an Indemnified  Person or is
insufficient  to hold it  harmless  as  payable by the  Indemnified  Party or an
Indemnified  Person as contemplated  therein,  the indemnifying  party agrees to
make the  maximum  contribution  with  respect to any amounts for which it would
otherwise be liable under section 6, provided, however, that (i) no contribution
shall be made under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in section 6, (ii) no seller
of Registrable  Securities  guilty of fraudulent  misrepresentation  (within the
meaning of section 11(f) of the 1933 Act) shall be entitled to contribution from
any  seller of  Registrable  Securities  who was not  guilty of such  fraudulent
misrepresentation,   and  (iii)   contribution  by  any  seller  of  Registrable
Securities shall be limited in amount to the net amount of proceeds  received by
such seller from the sale of such Registrable Securities.

     H.  CHANGES IN CAPITAL  STOCK.  If, and as often as, there is any change in
the  capital  stock of the  Company  by way of a stock  split,  stock  dividend,
combination   or   reclassification,   or   through  a  merger,   consolidation,
reorganization  or  recapitalization,   or  by  any  other  means,   appropriate
adjustment  shall  be made in the  provisions  hereof  so that  the  rights  and
privileges granted hereby shall continue with respect to the capital stock as so
changed.

     I. RULE 144  REPORTING.  With a view to making  available to the Holder the
benefits of Rule 144 and any other rule or regulation of the SEC that may at any
time permit a Holder to sell  securities  of the  Company to the public  without
registration, the Company agrees to:

     (a)  Make  and keep  public  information  available,  as  those  terms  are
understood and defined in Rule 144, at all times after the date hereof;

     (b) File with the SEC in a timely  manner all reports  and other  documents
required of the Company under the 1933 Act and the 1934 Act; and

                                       9
<PAGE>
     (c)  Furnish  to any  Holder,  so long as the Holder  owns any  Registrable
Securities,  upon  request  (i) a written  statement  by the  Company  as to its
compliance with the reporting  requirements of the 1933 Act and the 1934 Act (at
any time after it has become subject to such reporting  requirements),  or as to
its  qualification  as a registrant  whose  securities may be resold pursuant to
Form S-3 or any registration form under the 1933 Act subsequently adopted by the
SEC that permits the inclusion or  incorporation  of substantial  information by
reference  to other  documents  filed by the  Company  with the SEC (at any time
after it so  qualifies),  (ii) a copy of the most  recent  annual  or  quarterly
report of the  Company  and such other  reports  and  documents  so filed by the
Company,  and (iii) such other  information  as may be  reasonably  requested in
availing  any  Holder of any rule or  regulation  of the SEC which  permits  the
selling of any such securities without registration or pursuant to such form.

     J.  ASSIGNMENT  OF  REGISTRATION  RIGHTS.  The  rights to have the  Company
register   Registrable   Securities   pursuant  to  this   Agreement   shall  be
automatically  assigned by the Holder to  transferees or assignees of all or any
portion of such Registrable  Securities if (i) the Holder agrees in writing with
the  transferee or assignee to assign such rights,  and a copy of such agreement
is furnished to the Company within a reasonable time after such assignment, (ii)
the Company is,  within a  reasonable  time after such  transfer or  assignment,
furnished  with  written  notice of the name and address of such  transferee  or
assignee and the securities with respect to which such  registration  rights are
being  transferred or assigned,  (iii) following such transfer or assignment the
further  disposition  of  such  securities  by the  transferee  or  assignee  is
restricted  under the 1933 Act and applicable state securities laws, and (iv) at
or before the time the Company  received  the  written  notice  contemplated  by
clause (ii) of this sentence,  the transferee or assignee agrees in writing with
the  Company  to be  bound by all of the  provisions  contained  herein.  Upon a
transfer in compliance with this section 10, all references in this Agreement to
"Holder" shall be deemed to refer in addition to any  transferee  hereunder with
respect to such transferred Registrable Securities.  Notwithstanding anything to
the  contrary  that may be contained  in this  Agreement,  in the event that the
Holder does not  transfer all of the  Registrable  Securities  or transfers  the
Registrable  Securities  to  more  than  one  transferee,  the  holders  of  the
Registrable Securities thereafter shall be entitled to take any action hereunder
by the approval of not less than  thirty-three  percent (33%) of all Registrable
Securities or by the approval of not less than thirty-three percent (33%) of the
Registrable   Securities  which  are  the  subject  of  such  registration,   as
appropriate.  K. AMENDMENT OF REGISTRATION RIGHTS.  Provisions of this Agreement
may be amended and the observance  thereof may be waived (either generally or in
a particular  instance and either  retroactively or prospectively) only with the
written consent of the Company and the Holder(s) who hold a majority interest of
the Registrable Securities.  Any amendment or waiver effected in accordance with
this section 11 shall be binding upon each Holder and the Company.

     L. MISCELLANEOUS.

          1.  CONFLICTING  INSTRUCTIONS.  A person  or  entity is deemed to be a
Holder of Registrable  Securities  whenever such person or entity owns of record
such Registrable Securities.  If the Company receives conflicting  instructions,
notices or elections  from two or more  persons or entities  with respect to the
same  Registrable   Securities,   the  Company  shall  act  upon  the  basis  of
instructions,  notice or election  received  from the  registered  owner of such
Registrable Securities.

                                       10
<PAGE>
          2.  NOTICES.  Any notices  required or permitted to be given under the
terms of this  Agreement  shall be sent by  certified or  registered  mail (with
return  receipt  requested) or delivered  personally or by courier  (including a
nationally recognized overnight delivery service) or by facsimile  transmission.
Any notice so given shall be deemed  effective  three days after being deposited
in the U.S.  Mail,  or upon  receipt if  delivered  personally  or by courier or
facsimile  transmission,  in each  case  addressed  to a party at the  following
address or such  other  address  as each such  party  furnishes  to the other in
accordance with this section 12(b):

If to the Company:

               e-dentist.com, Inc.
                  2999 North 44th Street
                  Suite 650
                  Phoenix, AZ 85018
                  Telephone: (602) 952-1200
                  Facsimile: (602) 952-0544
                  Attention: Mr. James M. Powers, Jr.

If to the Holder:

                Bank One, N.A.
                  201 North. Central Avenue
                  Phoenix, AZ 85004-2267
                  Telephone: (602) 221-2910
                  Facsimile: (602) 221-1737
                  Attention: Dennis B. Warren

          3. WAIVER.  Failure of any party to exercise any right or remedy under
this  Agreement or otherwise,  or delay by a party in  exercising  such right or
remedy, shall not operate as a waiver thereof.

          4. GOVERNING LAW. This  Agreement  shall be enforced,  governed by and
construed in accordance with the laws of the State of Arizona  applicable to the
agreements made and to be performed  entirely within such state,  without giving
effect to rules governing the conflict of laws.

          5. Any legal action or proceeding  with respect to this  Agreement may
be brought in the courts of the State of Arizona  located in  Maricopa or of the
United States District Court for the District of Arizona,  and, by execution and
delivery of this Agreement,  the Company  irrevocably  accepts for itself and in
respect  of its  property,  generally  and  unconditionally,  the  non-exclusive
jurisdiction of the aforesaid courts. The Company hereby waives personal service
of any and all process upon it and consents that all such service of process may
be made by registered mail (return receipt requested) directed to the Company at
its  address  set forth in section L.2 and service so made shall be deemed to be
completed  five (5) days after the same shall  have been  deposited  in the U.S.

                                       11
<PAGE>
mails.  Nothing  herein shall affect the right of the Holder to serve process in
any other manner permitted by law or to commence legal  proceedings or otherwise
proceed against the Company in any other jurisdiction.

          6. The Company hereby  irrevocably  waives any objection  which it may
now or hereafter have to the laying of venue of any of the aforesaid  actions or
proceedings  arising out of or in connection with this Agreement  brought in the
courts referred to in clause (e) above and hereby further irrevocably waives and
agrees  not to  plead  or claim in any  such  court  that  any  such  action  or
proceeding brought in any such court has been brought in an inconvenient forum.

          7. SEVERABILITY.  In the event that any provision of this Agreement is
invalid or unenforceable  under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to the  extent  that it may  conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law. Any provision hereof which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision hereof.

          8. ENTIRE AGREEMENT.  This Agreement  constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof. There are no
restrictions,  promises, warranties or undertakings,  other than those set forth
or referred to herein or therein. This Agreement supersedes all prior agreements
and  understandings  among the parties hereto with respect to the subject matter
hereof.

          9. SUCCESSORS AND ASSIGNS.  Subject to the  requirements of section 10
hereof,  this  Agreement  shall inure to the benefit of and be binding  upon the
successors and assigns of each of the parties hereto.

          10. USE OF PRONOUNS.  All pronouns and any variations thereof refer to
the  masculine,  feminine  or neuter,  singular  or plural,  as the  context may
require.

          11.  HEADINGS.  The headings and  subheadings in the Agreement are for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof.

          12.  COUNTERPARTS.  This  Agreement  may be  executed  in two or  more
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party,
may be  delivered  to the other  party  hereto by  facsimile  transmission,  and
facsimile signatures shall be binding on the parties hereto.

          13. FURTHER ACTS. Each party shall do and perform, or cause to be done
and performed,  all such further acts and things,  and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

          14. CONSENTS.  All consents and other determinations to be made by the
Holder pursuant to this Agreement shall be made by Holder(s)  holding a majority
of the Registrable  Securities,  determined as if all Warrants then  outstanding
had been converted into or exercised for Common Shares.

                                       12
<PAGE>
     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed as of the date first above written.

COMPANY:

E-DENTIST.COM, INC.


By: /S/ JAMES M. POWERS, JR.
    -------------------------------
    James M. Powers, Jr., Chairman,
    President and Chief  Executive Officer


HOLDER:

BANK ONE, N.A.



By: /S/ DENNIS B. WARREN
    -------------------------------
    Dennis B. Warren
    First Vice President

                                       13