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                                                                   EXHIBIT 10.46
                                                                   -------------


                               THIRD AMENDMENT TO
                               ------------------
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                  --------------------------------------------


     THIS  THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
"Third  Amendment"),  executed  this  25th day of April, 2006, 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 $5,000,000 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") and that
certain  Second  Amendment to Second Amended and Restated Credit Agreement dated
April  29,  2005  (the  "Second  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  Third  Amendment,  on  the  terms  and  conditions  set  forth herein.
C.     Capitalized  terms  used  in  this Third 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,  2008.

     (ii)     Increase  in  Commitment.  The  definition  of  "Revolving  Loan
Commitment"  contained  in Section 1.1 of the Credit Agreement is hereby amended
and  restated  to  read  in  its  entirety  as  follows:

          "Revolving  Loan  Commitment"  shall  mean the commitment of Lender to
make  Revolving  Loans  hereunder  up to an amount of $7,000,000 as set forth in
Section  2.1.  The  reference  to  "Revolving  Loans" in Recital C of the Credit
Agreement  shall  be  amended  from  $5,000,000  to  $7,000,000.

<PAGE>
     (iii)     Revolving Credit Note.  The definition of "Revolving Credit Note"
contained  in Section 1.1 of the Credit Agreement is hereby amended and restated
to  read  in  its  entirety  as  follows:

          "Revolving  Credit  Note"  shall  mean  the Third Amended and Restated
Revolving  Credit  Note  of  the  Borrower  evidencing  the  Revolving  Loans.

     (iv)     Financial  Statements,  Reports,  Etc.     Section  5.4(e)  of the
Credit  Agreement  is  hereby  amended  and  restated to read in its entirety as
follows:

          (e)     promptly,  from time to time, such other information regarding
the  operations, business affairs and financial condition of the Borrower or any
subsidiary, or compliance with the terms of any Loan Document, as the Lender may
reasonably  request.

     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 Third 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 Third 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.

<PAGE>

(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 Third Amendment, including, but not limited to
execution  and  delivery of the Third Amended and Restated Revolving Credit Note
in  the  form  attached  hereto  as  Exhibit  A.

7.     CONTROLLING  LAW.  The terms and provisions of this Third Amendment shall
be  construed  in  accordance  with  and  governed  by  the laws of the State of
Colorado.

8.     BINDING  EFFECT.  This Third 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 Third 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 Third Amendment may be detached
from any counterpart of this Third Amendment without impairing the legal effect
of any signatures thereon and may be attached to another counterpart of this
Third Amendment identical in form hereto but having attached to it one or more
additional signature pages.

                      [SIGNATURES APPEAR ON FOLLOWING PAGE]

<PAGE>
                      [SIGNATURE PAGE TO THIRD AMENDMENT TO
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT]

     IN  WITNESS  WHEREOF, the parties hereto have executed this Third Amendment
as  of  the  day  and  year  first  above  written.

                     BORROWER:

                     BIRNER  DENTAL  MANAGEMENT  SERVICES,  INC.,
                     a  Colorado  corporation


                     By:     /s/  Dennis  N.  Genty
                     Name:     Dennis  N.  Genty
                     Its:     Chief  Financial  Officer



                     LENDER:

                     KEYBANK  NATIONAL  ASSOCIATION,
                     a  national  banking  association


                     By:     /s/  Joseph  W.  Nimmons
                     Name:     Joseph  W.  Nimmons
                     Its:     Vice  President
<PAGE>

EXHIBIT  A

                THIRD AMENDED AND RESTATED REVOLVING CREDIT NOTE
                ------------------------------------------------

$7,000,000.00                                                  Denver,  Colorado
                                                                April  25,  2006


     FOR  VALUE  RECEIVED,  the  undersigned, BIRNER DENTAL MANAGEMENT SERVICES,
INC.,  a  Colorado  corporation  ("Borrower"),  whose address is 3801 E. Florida
Ave.,  Suite  508,  Denver,  Colorado  80210,  promises  to  pay to the order of
KEYBANK  NATIONAL  ASSOCIATION ("LENDER"), at its office at 1675 Broadway, Suite
500, Denver, Colorado 80202 (or at such other place as Lender shall designate in
writing),  in lawful money of the United States of America, the principal sum of
Seven  Million  and  No/100 Dollars ($7,000,000.00) or so much thereof as may be
advanced by Lender and remain unpaid from time to time, pursuant to the terms of
that  certain Second Amended and Restated Credit Agreement dated May 6, 2004 (as
amended) to which the Borrower and Lender are parties (as the same may from time
to  time  be  amended  or  supplemented,  the "Credit Agreement"), together with
interest on said principal sum or such part thereof advanced by Lender, from the
date  of each advance made by Lender (an "Advance") until repaid in full, at the
rate  and at the times set forth in the Credit Agreement.  The loan evidenced by
this  Note  is  a  revolving  loan,  whereby  the Borrower may borrow, repay and
reborrow  the  principal  indebtedness  evidenced  hereby.

1.     Credit  Agreement.  This  Note  (the  "Note")  is  the  Third Amended and
Restated  Revolving Credit Note referred to in the Third Amendment to the Second
Amended  and  Restated Credit Agreement of even date herewith and is entitled to
the benefits thereof.  The proceeds of this Note have been advanced for the uses
specified  in  the  Credit  Agreement.  Capitalized  terms  used  herein, unless
otherwise  defined  herein,  shall  have  the  meanings given them in the Credit
Agreement.

2.     Interest  and  Payments.  The  outstanding principal balance of this Note
shall  bear  interest, from the date of each Advance made by Lender until repaid
in  full,  at the Base Rate as specified in the Credit Agreement, which interest
shall be due and payable, in arrears, as provided in the Credit Agreement.  Upon
     the  Revolving  Credit Maturity Date or upon the earlier termination of the
Credit  Agreement,  the  entire  outstanding  principal  balance  of  this Note,
together  with  all  accrued  but unpaid interest thereon and all other sums due
hereunder,  shall be due and payable in full.  The Borrower shall have the right
to  prepay  the  outstanding  principal  balance of this Note, together with all
accrued but unpaid interest thereon and all other sums due hereunder, in full or
in  part,  as  set  forth  in  the Credit Agreement.  All payments of principal,
interest  and  any other sums on this Note due from the Borrower to Lender shall
be  made to Lender in lawful money of the United States of America in the manner
set  forth  in  the  Credit  Agreement.

3.     Application  of  Proceeds.  All  payments  hereunder by Borrower shall be
applied  by  Lender:

<PAGE>
     First,  to  the  payment  of  all  reimbursable  expenses,  liabilities and
advances  made or incurred by Lender in connection herewith including reasonable
attorneys  fees  incurred  in  connection with any enforcement action taken with
respect  to  this  Note;

     Second,  to  the payment of any other amounts due (other than principal and
interest)  under  this  Note  or  the  Credit  Agreement;

     Third, to the payment of all interest accrued and unpaid on the outstanding
indebtedness;  and

     Fourth, to the payment of the outstanding principal balance of the
outstanding indebtedness.

4.     Default.  Time  is of the essence hereof.  The occurrence of any Event of
Default  under  the  Credit Agreement shall be a default hereunder and, upon the
occurrence  of  any such default, the payment of all principal, interest and any
other sums due in accordance with the terms of this Note shall, at the option of
Lender,  be  accelerated  and  such  principal, interest and other sums shall be
immediately  due and payable without notice or demand, and Lender shall have the
option  to  foreclose or to require foreclosure of any or all liens and security
interests  securing  the  payment hereof and/or to exercise any other rights and
remedies  available to Lender hereunder or under the Credit Agreement.  From and
after  an  Event  of  Default,  the  outstanding  principal balance shall accrue
interest  at  the  Default  Rate.

5.     Governing  Law.  As additional consideration for the extension of credit,
Borrower  understands and agrees that the loan evidenced by this Note is made in
the  State of Colorado and the provisions hereof will be construed in accordance
with  the  laws  of  the State of Colorado.  The parties consent to the personal
jurisdiction  of  the  courts  and  the venue specified in the Credit Agreement.

6.     Maximum  Interest.  The  provisions  of  this  Note  are hereby expressly
limited  so  that  in  no  event  whatsoever,  whether  by  reason  of demand or
acceleration  of  the maturity of this Note or otherwise, shall the amount paid,
or  agreed  to  be  paid  ("Interest"),  to  Lender  for the use, forbearance or
retention  of  the  money loaned hereunder exceed the maximum amount permissible
under  applicable  law.  If,  from  any  circumstance whatsoever, performance or
fulfillment  of  any provision of this Note shall, at the time of performance or
fulfillment  of  such  provision  shall  be  due,  exceed the limit for Interest
prescribed  by  law, then ipso facto the obligation to be performed or fulfilled
shall  be reduced to such limit and if, from any circumstance whatsoever, Lender
shall ever receive anything of value deemed Interest by applicable law in excess
of  the  maximum  lawful  amount,  an  amount  equal  to  any excessive Interest
shall  be applied to the reduction of the principal (whether or not then due) or
at  the option of Lender be paid over to the Borrower, and not to the payment of
Interest.

7.     Miscellaneous  Provisions.

(a)     The  Borrower hereby waives demand for payment, presentment for payment,
protest,  notice of protest, notice of dishonor, notice of nonpayment, notice of
acceleration  of  maturity, diligence in taking any action to collect sums owing
hereunder  and  all  duty  or  obligation of Lender to effect, protect, perfect,
retain  or  enforce  any  security  for  the  payment of this Note or to proceed
against  any  collateral  before  otherwise  enforcing  this  Note.

<PAGE>
(b)     This  Note and each payment of principal and interest hereunder shall be
paid when due without deduction or setoff of any kind or nature or for any costs
whatsoever.

(c)     The  Borrower  agrees to reimburse Lender upon demand for all reasonable
out-of-pocket  expenses,  including,  without  limitation, reasonable attorneys'
fees  and costs, incurred in connection with Lender's collection of payments due
from  Borrower  hereunder.

(d)     The  Borrower  agrees  that  Lender  may  from  time  to time extend the
maturity  of  this  Note  or the time any payment is due under this Note and may
accept  further  security  or  release  security  for  the payment of this Note,
without  in  any  way  affecting  any  obligations  of  the  Borrower to Lender.

(e)     This  Third  Amended  and  Restated  Revolving  Credit Note restates and
replaces  in  its entirety the Second Amended and Restated Revolving Credit Note
dated  April  29,  2005  in  the  principal  amount  of  $5,000,000.

     IN  WITNESS WHEREOF, the Borrower has executed this Note to be effective as
of  the  day  and  year  first-above  written.

                      BIRNER DENTAL MANAGEMENT SERVICES, INC.,
                      a Colorado corporation




                      By:     /s/ Dennis N. Genty
                              -------------------
                      Name:   Dennis N. Genty
                      Title:  Chief Financial Officer