Exhibit 10.39


            FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


         THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"First Amendment"), executed this 30th day of April, 2002, is by and among
BIRNER DENTAL MANAGEMENT SERVICES, INC., a Colorado corporation (the
"Borrower"), and KEYBANK NATIONAL ASSOCIATION, a national banking association
(the "Lender").

                                R E C I T A L S:
                                 ---------------

         A. On October 31, 1996,  Borrower and Lender  entered into that certain
Credit Agreement,  as amended (the "Credit Agreement")  pursuant to which Lender
agreed to make available to Borrower a revolving credit facility,  in an amended
amount not to exceed  $20,000,000 upon the terms and conditions set forth in the
Credit Agreement, as amended.

         B. On December 17, 2001,  Borrower and Lender  amended and restated the
terms and conditions of the Credit  Agreement  pursuant to that certain  Amended
and Restated Credit  Agreement (the "Amended Credit  Agreement") in which Lender
agreed to extend (A) the  Revolving  Loans in an amount not to exceed the lesser
of (i) the applicable Borrowing Base, or (ii) $2,000,000;  and (B) the Term Loan
in an aggregate  principal amount not to exceed  $4,000,000  (collectively,  the
"Loans"),  upon  the  terms  and  conditions  set  forth in the  Amended  Credit
Agreement.

         C.  Borrower  desires to modify  certain  terms and  conditions  of the
Amended Credit  Agreement,  and Lender is willing to agree to the  modifications
contained in this First Amendment, on the terms and conditions set forth herein.

D.  All references herein to the Loan Documents shall refer collectively
         to the Amended Credit  Agreement,  the Revolving  Credit Note, the Term
Loan Note,
the Amended and Restated Security Agreement, UCC-1 Financing Statements (all as
defined in the Amended Credit Agreement) and any other instruments or documents
evidencing, securing or relating to the Loans, as amended by this First
Amendment.

         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. AMENDED CREDIT AGREEMENT AMENDMENTS. The Amended Credit Agreement is
hereby amended as follows:

         (a)  Modification of Maturity Date. The definition of Revolving  Credit
Maturity Date shall be deleted in its entirety and replaced with the following:

         ""Revolving   Credit   Maturity  Date"  shall  mean  April  30,  2003."

         (b) Modification of Total Fixed Charges.  The definition of Total Fixed
Charges shall be deleted in its entirety and replaced with the following:

         ""Total Fixed Charges" shall mean Fixed Charges plus Put Payments, plus
the cost of  repurchases  by Borrower  of any shares of any class of  Borrower's
capital stock in accordance with Section 6.6 hereof."

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         (c) Modification of Repayment Requirements.  Section 2.4(iii) is hereby
deleted in its entirety and replaced with the following:

         "(iii) In addition to the foregoing,  within ninety (90) days following
the end of each fiscal year  (commencing  with Borrower's 2002 fiscal year end),
Borrower shall make principal  reduction  payments on the outstanding  principal
balance  of the Term  Loan in an  amount  equal to 75% of the  Excess  Cash Flow
calculated at such time for the preceding fiscal year. Borrower,  at the time of
such  payment,  shall  provide  to Lender any  written  evidence  and  financial
documentation used in calculating the Excess Cash Flow."

         (d) Modification of Dividends and Distributions  Covenant.  Section 6.6
is hereby deleted in its entirety and replaced with the following:

                    "SECTION 6.6 Dividends and Distributions.
                           ---------------------------

                  Declare or pay,  directly or indirectly,  any dividend or make
                  any other distribution (by reduction of capital or otherwise),
                  whether  in  cash,  property,   securities  or  a  combination
                  thereof,  with  respect to any shares of its capital  stock or
                  directly or indirectly redeem, purchase, repurchase, retire or
                  otherwise  acquire  for value (or  permit  any  Subsidiary  to
                  purchase  or  acquire)  any shares of any class of its capital
                  stock or set aside any amount for any such purpose;  provided,
                  however, that (i) any Subsidiary may declare and pay dividends
                  or make other distributions to the Borrower, and (ii) Borrower
                  may repurchase shares of its capital stock so long as Borrower
                  simultaneously   makes   an  equal   corresponding   principal
                  reduction payment to the outstanding  principal balance of the
                  Term  Loan;  provided,  however,  that (1) any such  principal
                  reduction payment shall not reduce,  limit, delay or otherwise
                  affect  Borrower's  obligation  to  make  quarterly  principal
                  payments  in  the  amount  of  $250,000  on  the   outstanding
                  principal  balance  of the Term  Loan and (2)  Borrower  shall
                  report any share  repurchase on the Borrowing Base Certificate
                  submitted to Lender in the manner  specified in Section 5.4(d)
                  ."

         (e) Borrowing Base Certificate. The Borrowing Base Certificate attached
hereto as Exhibit A shall replace in its entirety the Borrowing Base Certificate
attached as Exhibit B to the Amended Credit Agreement.

         2.  LOAN  DOCUMENT  AMENDMENTS.  Each of the Loan  Documents  is hereby
amended to conform to the  amendments  to the Amended  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 Amended
Credit  Agreement and the other Loan Documents,  shall remain  unmodified and in
full force and effect.

         4. RELEASE.  Except as specifically set forth herein,  the execution of
this First Amendment by Lender does not and shall not constitute a waiver of any
rights or remedies to which Lender is entitled  pursuant to the 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 Loan  Documents.  Borrower hereby agrees
that Lender has fully performed its  obligations  pursuant to the 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 Loan Documents through the date hereof.

         5.  PAYMENT OF COSTS AND FEES;  CONDITIONS  PRECEDENT.  Notwithstanding
anything to the  contrary set forth  herein,  the terms and  provisions  of this
First  Amendment  shall not be effective  unless and until all of the  following
shall have occurred:

         (a) Borrower  shall have  executed  and  delivered to Lender such other
documents,  instruments,  resolutions  and  other  items as may be  required  by
Lender, in form satisfactory to Lender.

         (b) Borrower shall have paid to Lender a renewal fee in the amount of
$2,000, together with all costs and expenses incurred by Lender in connection
with this First Amendment, including, without limitation, the costs and expenses
of Lender 's legal fees incurred in connection with this First Amendment.

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         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 First Amendment.

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

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

         11. DEFINED TERMS.  Capitalized terms not defined herein shall have the
same meaning as set forth in the Amended Credit Agreement.




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


                                                  BORROWER:

BIRNER DENTAL MANAGEMENT SERVICES, INC., a Colorado corporation


                                                  By: Dennis N. Genty
                                                  Title: Chief Financial Officer




                                                  LENDER:

KEYBANK  NATIONAL ASSOCIATION,                    a national banking association


                                                  By: Michelle K. Bushey
                                                  Title:   Vice President