Exhibit
        10.49
 
 **FIFTH
        AMENDMENT TO**
 **SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT**
 
 
 THIS
        FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
        " Fifth
        Amendment "),
        executed this 30 th day of
        April, 2007, is by and between **BIRNER
        DENTAL MANAGEMENT SERVICES, INC.** ,
        a
        Colorado corporation (" Borrower "),
        and **KEYBANK
        NATIONAL ASSOCIATION** ,
        a
        national banking association (" Lender ").
  **R
        E C I T A L S**
  A.  Borrower
        and Lender are parties to a Second Amended and Restated Credit Agreement,
        dated
        as of August 7, 2003 (the " Credit
        Agreement "),
        pursuant to which Lender has agreed to make loans up to $7,000,000 to Borrower
        on the terms and subject to the conditions set forth therein. The Credit
        Agreement was amended by the terms of that certain First Amendment to Second
        Amended and Restated Credit Agreement dated May 6, 2004 (the " First
        Amendment "),
        that
        certain Second Amendment to Second Amended and Restated Credit Agreement
        dated
        April 29, 2005 (the " Second
        Amendment "), that
        certain Third Amendment to Second Amended and Restated Credit Agreement dated
        April 25, 2006 (the " Third
        Amendment ")
        and
        that certain Fourth Amendment to Second Amended and Restated Credit Agreement
        dated August 31, 2006 (the " Fourth
        Amendment ").
  B.  Borrower
        desires to further modify certain terms and conditions of the Credit Agreement,
        and Lender is willing to agree to the modifications contained in this Fifth
        Amendment, on the terms and conditions set forth herein.
  C.  Capitalized
        terms used in this Fifth Amendment and not defined herein shall have the
        meanings assigned to those terms in the Credit Agreement.
  NOW,
        THEREFORE, in consideration of the foregoing premises and other good and
        valuable consideration, the receipt, adequacy and sufficiency of which are
        hereby acknowledged, the parties hereto covenant and agree as
        follows:
  1.  AMENDMENTS
        TO CREDIT AGREEMENT .
        The
        Credit Agreement is hereby amended as follows:
  (i)  Extension
        of Maturity Date .
        The
        definition of "Revolving Credit Maturity Date" contained in Section 1.1 of
        the
        Credit Agreement is hereby amended and restated to read in its entirety as
        follows:
  " Revolving
        Credit Maturity Date "
        shall
        mean May 31, 2009.
  (ii)  Reduction
        in Interest Rate Margin .
        Section
        2.6 of the Credit Agreement is hereby amended and restated to read in its
        entirety as follows:
   
  "SECTION
        2.6 Interest
        on Loans .  The
        Borrower shall pay interest on the unpaid principal amount of each Loan from
        the
        date such Loan is made until such principal amount shall be paid in full
        as
        follows:
  (a)  (i)  With
        respect to any LIBOR Rate Loan, at a rate per annum equal to the sum of the
        LIBOR Rate effective as of the date such LIBOR Rate Loan was made and the
        LIBOR
        Rate Margin specified in subpart (a)(iii) below.
 
 (ii)  With
        respect to any Base Rate Loan, at a rate per annum equal to the sum of the
        Base
        Rate and the Base Rate Margin specified in subpart (a)(iii) below, which
        rate
        shall change when and as the Base Rate changes in accordance with this
        Agreement.
 
 (iii)  The
        LIBOR Rate Margin or Base Rate Margin, as applicable, shall be equal to the
        margin set forth in the table below with respect to Revolving Loans or Term
        Loan, as applicable:
  LIBOR
                  Rate Margin
              Base
                  Rate MarginRevolving
                  Loans
              125
                  Basis Points
              0
                  Basis PointsTerm
                  Loan
              150
                  Basis Points
              0
                  Basis Points
   (b)  The
        Borrower shall pay to the Lender accrued interest on the unpaid principal
        balance of each Base Rate Loan on either (i) the date such Loan is converted
        to
        a LIBOR Rate Loan, or (ii) the last day of each month, whichever is earlier.
        The
        Borrower shall pay to the Lender accrued interest on the unpaid principal
        balance of each LIBOR Rate Loan on (i) the date such Loan is converted to
        a Base
        Rate Loan, or (ii) the last day of the applicable Interest Period."
  2.  LOAN
        DOCUMENT AMENDMENTS .
        Each of
        the other Loan Documents is hereby amended to conform to the amendments to
        the
        Credit Agreement as set forth in Paragraph 1.
  3.  DOCUMENT
        RATIFICATION .
        Subject
        to the amendments set forth in Paragraph 1 above, all of the terms and
        conditions contained in the Credit Agreement and the other Loan Documents
        shall
        remain unmodified and in full force and effect.
   
   4.  RELEASE .
        The
        execution of this Fifth Amendment by Lender does not and shall not constitute
        a
        waiver of any rights or remedies to which Lender is entitled pursuant to
        the
        Credit Agreement or the other Loan Documents, nor shall the same constitute
        a
        waiver of any default now existing or which may occur in the future with
        respect
        to the Credit Agreement or the other Loan Documents. Borrower hereby agrees
        that
        Lender has fully performed its obligations pursuant to the Credit Agreement
        and
        the other Loan Documents through the date hereof and hereby waives, releases
        and
        relinquishes any and all claims whatsoever, known or unknown, that it may
        have
        against Lender with respect to the Credit Agreement or the other Loan Documents
        through the date hereof.
  5.  PAYMENT
        OF COSTS AND FEES .
        Borrower shall pay all out-of-pocket expenses incurred by Lender in connection
        with the preparation of this Fifth Amendment, including, without limitation,
        reasonable attorneys' fees. ****
  6.  REPRESENTATIONS,
        WARRANTIES AND COVENANTS OF BORROWER .
        Borrower represents, warrants and covenants to Lender:
  (a)  No
        default or event of default under any of the Loan Documents as modified herein,
        nor any event, that, with the giving of notice or the passage of time or
        both,
        would be a default or an event of default under the Loan Documents as modified
        herein has occurred and is continuing.
  (b)  There
        has
        been no material adverse change in the financial condition of Borrower or
        any
        other person whose financial statement has been delivered to Lender in
        connection with the Loan from the most recent financial statement received
        by
        Lender.
  (c)  Each
        and
        all representations and warranties of Borrower in the Loan Documents are
        accurate on the date hereof.
  (d)  Borrower
        has no claims, counterclaims, defenses, or set-offs with respect to the Loan
        or
        the Loan Documents as modified herein.
  (e)  The
        Loan
        Documents as modified herein are the legal, valid, and binding obligation
        of
        Borrower, enforceable against Borrower in accordance with their
        terms.
  **(f)**  Borrower
        shall execute, deliver, and provide to Lender such additional agreements,
        documents, and instruments as reasonably required by Lender to effectuate
        the
        intent of this Fifth Amendment.
  7.  CONTROLLING
        LAW .
        The
        terms and provisions of this Fifth Amendment shall be construed in accordance
        with and governed by the laws of the State of Colorado.
  8.  BINDING
        EFFECT .
        This
        Fifth Amendment shall be binding upon and inure to the benefit of the parties
        hereto, their successors and assigns.
  9.  CAPTIONS .
        The
        paragraph captions utilized herein are in no way intended to interpret or
        limit
        the terms and conditions hereof, rather, they are intended for purposes of
        convenience only.
   
  10.  COUNTERPARTS .
        This
        Fifth Amendment may be executed in any number of counterparts, each of which
        shall be effective only upon delivery and thereafter shall be deemed an
        original, and all of which shall be taken to be one and the same instrument,
        for
        the same effect as if all parties hereto had signed the same signature page.
        Any
        signature page of this Fifth Amendment may be detached from any counterpart
        of
        this Fifth Amendment without impairing the legal effect of any signatures
        thereon and may be attached to another counterpart of this Fifth Amendment
        identical in form hereto but having attached to it one or more additional
        signature pages.
  ***[Signatures
        appear on following page]***
   
  [SIGNATURE
        PAGE TO FIFTH AMENDMENT TO
 SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT]
 
  IN
        WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment as
        of the
        day and year first above written.
  
 **BORROWER** :
 
 BIRNER
        DENTAL MANAGEMENT SERVICES, INC., a Colorado corporation
 
 
 By:  /s/
        Dennis N. Genty
 Dennis
        Genty, Chief Financial Officer
 
 
 **LENDER** :
 
 KEYBANK
        NATIONAL ASSOCIATION,  a
        national banking association
 
 
 By:  /s/
        Joseph Nimmons
 Joseph
        Nimmons, Vice President