SIXTH AMENDMENT
TO


SECOND AMENDED AND RESTATED
CREDIT AGREEMENT








THIS
SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Sixth Amendment"),
executed this 22nd day of April, 2008, 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"),
that certain Fourth Amendment to Second Amended and Restated Credit Agreement
dated August 31, 2006 (the "Fourth Amendment"),
and that certain Fifth Amendment to Second Amended and Restated Credit Agreement
dated April 30, 2007 (the "Fifth
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 Sixth
Amendment, on the terms and conditions set forth herein.




C.  Capitalized
terms used in this Sixth 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, 2010.




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 Sixth 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 Sixth 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 Sixth Amendment.




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




8.  BINDING
EFFECT.  This Sixth Amendment shall be binding upon and inure
to the benefit of the parties hereto, their successors and assigns.




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




[Signatures
appear on following page]







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[SIGNATURE
PAGE TO SIXTH AMENDMENT TO


SECOND
AMENDED AND RESTATED CREDIT AGREEMENT]







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







BORROWER:





BIRNER
DENTAL MANAGEMENT SERVICES, INC., a Colorado corporation








By:       /s/  Dennis
Genty


Dennis Genty, Chief Financial
Officer








LENDER:





KEYBANK  NATIONAL
ASSOCIATION,a national banking association








By:      /s/ Joseph
Nimmons


Joseph Nimmons, Vice
President




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