<PAGE>   1
                                                                   EXHIBIT 10.27


       THIS WARRANT CERTIFICATE, THE WARRANTS AND THE UNDERLYING COMMON STOCK
HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, OR ANY STATE SECURITIES LAW.  THE WARRANTS AND THE
UNDERLYING SHARES OF COMMON STOCK MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, OR
OTHER EVIDENCE, REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER
IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH
LAWS.

                        AMENDED, RESTATED AND CORRECTED
                              WARRANT CERTIFICATE

                   VOID AFTER 5:00 P.M., DALLAS, TEXAS TIME,
                                JANUARY 9, 2002

                            UNITED DENTAL CARE, INC.

               WARRANTS TO PURCHASE 40,000 SHARES OF COMMON STOCK

       This Amended, Restated and Corrected Warrant Certificate (this
"Certificate") certifies that Mark E. Pape (the "Warrant Holder") is the
registered holder of Warrants (the "Warrants") to purchase Forty Thousand
(40,000) shares of the Common Stock, par value ten cents ($0.10) per share
("Common Stock"), of United Dental Care, Inc., a Delaware corporation (the
"Corporation").  Subject to and upon the terms and conditions contained in this
Certificate, each Warrant entitles the Holder to purchase from the Corporation
one fully paid and nonassessable share of Common Stock of the Corporation upon
presentation and surrender of this Warrant Certificate with the form of
Election to Purchase duly executed at the office of the Corporation and upon
proper payment of the Exercise Price (as defined below).

                                       I.

                  EXERCISE PRICE, TERM, AND METHOD OF EXERCISE

       SECTION 1.01.  EXERCISE PRICE.  Unless adjusted as otherwise provided
herein, the exercise price ("Exercise Price") for each share of Common Stock
purchased upon exercise of a Warrant evidenced hereby shall be Six Dollars
($6.00) per share.  The Exercise Price shall be adjusted upon the occurrence of
certain events as set forth in Article II hereof.

       SECTION 1.02.  WARRANT RIGHTS AND TERM.  Each Warrant shall entitle the
person in whose name the Warrant Certificate shall then be registered on the
books maintained by the Corporation (the "Warrant Holder"), upon exercise
thereof subject to the conditions
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and provisions of this Certificate, including without limitation, the
provisions hereof relating to adjustments upon occurrence of certain events as
set forth herein, to purchase from the Corporation one fully paid and
nonassessable share of Common Stock, $ .10 par value per share, of the
Corporation at the then Exercise Price at any time until the earlier of the
expiration of the Warrant at 5:00 p.m., Dallas, Texas time, on January 9, 2002
or if January 9, 2002 is not a business day then on the next succeeding
business day (the "Expiration Date").

       SECTION 1.03.  EXERCISABILITY.  The Warrants evidenced by this
Certificate shall be exercisable in whole or in part, at any time, and from
time to time, until the Expiration Date.

       SECTION 1.04.  EXPIRATION.  Unless earlier exercised by the Warrant
Holder or redeemed by the Corporation, each Warrant not exercised by 5:00 p.m.,
Dallas, Texas time, on or before the Expiration Date shall become void, and all
rights in respect thereof under this Certificate shall thereupon cease and
terminate.

       SECTION 1.05.  METHOD OF EXERCISE.  Subject to the conditions and
provisions of this Certificate, the Warrant Holder may exercise his rights with
respect to all or any number of exercisable Warrants evidenced by a Warrant
Certificate.  Exercise shall be effected by surrender of this Warrant
Certificate, with the form of Election to Purchase thereon duly executed and
with the signature guaranteed by a bank or trust company having an office or
correspondent in the United States or a broker or dealer which is a member of a
registered securities exchange or the National Association of Securities
Dealers, Inc., to the Corporation at its offices as designated in Section 4.04
hereof, together with the Exercise Price for each share of Common Stock to be
purchased.  Payment of the Exercise Price shall be made (a) by certified check
payable in lawful money of the United States of America to the order of the
Corporation or (b) by wire transfer (same day funds) to the designated account
of the Corporation.

       Upon receipt of a Warrant Certificate with the form of Election to
Purchase duly executed and accompanied by full and proper payment of the
Exercise Price for the shares of Common Stock purchased thereby, the
Corporation shall deliver to, or in accordance with the instructions of, the
Warrant Holder certificates for the total number of whole shares of Common
Stock for which the Warrants evidenced by this Certificate are being exercised
in such names and denominations as the Warrant Holder has directed; provided,
however, that if, on the date of surrender of this Certificate and payment of
the Exercise Price, the transfer books for the Common Stock shall be closed,
the certificates for the shares of Common Stock shall be issuable as of the
date on which such books shall next be open (whether before, on or after the
Expiration Date) and upon the other conditions in effect on the date of such
surrender.





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       Each exercise of a Warrant shall also be accompanied by an undertaking
of the Warrant Holder to furnish or execute such documents as the Company may
in its discretion deem necessary (1) to evidence the exercise, in whole or in
part, of the Warrants evidence by this Agreement, (2) to determine whether
registration is then required under the Securities Act of 1933, as then in
effect, and (3) to comply with or satisfy the requirements of the Securities
Act of 1933, or any other law, as then in effect.

       In the event that any Warrant Holder shall exercise rights with respect
to less than all of the Warrants evidenced by this Certificate surrendered upon
the exercise of Warrants, the Corporation shall cause a new Warrant Certificate
for the balance of such Warrants to be executed and delivered to, or in
accordance with the instructions of, such Warrant Holder.

                                      II.

                  ADJUSTMENTS TO WARRANTS UPON CERTAIN EVENTS

       SECTION 2.01.  ADJUSTMENTS.  The number of shares of Common Stock
purchasable upon the exercise of each Warrant (such shares being referred to in
this Article II as the "Warrant Shares") and the Exercise Price shall be
subject to adjustment as follows:

       (a)    in case the Corporation shall at any time after January 1, 1996
(i) pay a dividend in shares of Common Stock or make a distribution in shares
of Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii)
combine its outstanding shares of Common Stock into a smaller number of shares
of Common Stock or (iv) issue by reclassification of its shares of Common Stock
other securities of the Corporation (excluding any such reclassification in
connection with a consolidation or merger in which the Corporation is the
continuing corporation), the number of Warrant Shares purchasable upon exercise
of each Warrant immediately prior thereto shall be adjusted so that each
Warrant Holder shall be entitled to receive the kind and number of Warrant
Shares of other securities of the Corporation which the Warrant Holder would
have owned or have been entitled to receive after the happening of any of the
events described above, had such Warrant been exercised immediately prior to
the happening of such event or any record date with respect thereto.  An
adjustment made pursuant to this paragraph (a) shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.

       (b)    In case the Corporation shall at any time after January 1, 1996
issue rights, options or warrants to all holders of its shares of Common Stock,
without any charge to such holders, entitling them (for a period expiring
within 45 days after the record date mentioned below in this paragraph (b)) to
subscribe for or purchase shares of Common Stock at a price per share which is





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lower at the record date mentioned below than the current market price per
share of Common Stock, the number of Warrant Shares thereafter purchasable upon
the exercise of each Warrant shall be determined by multiplying the number of
Warrant Shares theretofore purchasable upon exercise of each Warrant by a
fraction, of which the numerator shall be the number of shares of Common Stock
outstanding on such record date (calculated on a fully-diluted basis) plus the
number of shares of Common Stock offered for subscription or purchase, and of
which the denominator shall be the number of shares of Common Stock outstanding
on such record date (calculated on a fully-diluted basis) plus the number of
shares which the aggregate offering price of the total number of shares of
Common Stock so offered would purchase at the then current market price per
share of Common Stock.  Such adjustment shall be made whenever such rights,
options or warrants are issued, and shall become effective retroactively
immediately after the record date for the determination of shareholders
entitled to receive such rights, options or warrants.

       On the expiration of any of such rights, options or warrants or the
termination of any such right to purchase, convert or exchange any such rights,
options or warrants, the number of shares of Common Stock then purchasable upon
the exercise of each Warrant and the Exercise Price then in effect shall be
subject to readjustment and the number of shares of Common Stock subject to the
Warrants shall forthwith be decreased and the exercise price under the Warrants
shall forthwith be increased to that which would have been in effect at the
time of such expiration or termination had such right, option or warrant, to
the extent outstanding immediately prior to such expiration or termination,
never been issued.

       (c) In case the Corporation shall at any time after January 1, 1996
distribute to all holders of its shares of Common Stock, without any charge to
such holders, (i) shares of stock other than Common Stock or (ii) evidences of
its indebtedness or assets (excluding cash dividends or distributions payable
out of consolidated earnings or retained earnings and excluding dividends or
distributions referred to in paragraph (a) above) or (iii) rights, options or
warrants or convertible or exchangeable securities containing the right to
subscribe for or purchase shares of Common Stock (excluding those referred to
in paragraph (b) above) - then in each case the number of Warrant Shares
thereafter purchasable upon the exercise of each Warrant shall be determined by
multiplying the number of Warrant Shares theretofore purchasable upon the
exercise of each Warrant, by a fraction, of which the numerator shall be the
current market price per share of Common Stock on the record date mentioned
below in this paragraph (c), and of which the denominator shall be the current
market price per share of Common Stock on such record date, less the then fair
value (as determined by the Board of Directors of the Corporation, whose
determination shall be conclusive) of the portion of the shares of





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stock, assets or evidences of indebtedness, or rights, options or warrants or
convertible or exchangeable securities so distributed applicable to one share
of Common Stock.  Such adjustment shall be made whenever any such distribution
is made, and shall become effective on the date of distribution retroactive to
the record date for the determination of shareholders entitled to receive such
distribution.

       SECTION 2.02.  ADJUSTMENT FOR DE MINIMIS CHANGES.  No adjustment in the
number of Warrant Shares purchasable hereunder shall be required unless such
adjustment would require an increase or decrease of at least $.05 in the
Exercise Price under each Warrant; provided, however, that any adjustments
which by reason of this Section 2.02 are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.  All
calculations shall be made to the nearest cent.  Anything in  Section 2.01 to
the contrary notwithstanding, the Corporation shall be entitled, but shall not
be required, to make such changes in the number of Warrant Shares purchasable
upon the exercise of each Warrant, in addition to those required by such
Section, as it in its discretion shall determine to be advisable in order that
any dividend or distribution in shares of Common Stock, subdivision,
reclassification or combination of shares of Common Stock, issuance of rights,
warrants or options to purchase Common Stock, or distribution of shares of
stock other than Common Stock, evidences of indebtedness or assets (other than
distributions of cash out of retained earnings) or convertible or exchangeable
securities hereafter made by the Corporation to the holders of its Common Stock
shall not result in any tax to the holders of its Common Stock or securities
convertible into Common Stock.

       SECTION 2.03.  ADJUSTMENT OF EXERCISE PRICE.  Whenever the number of
Warrant Shares purchasable upon the exercise of each Warrant is adjusted, as
herein provided, the Exercise Price payable upon exercise of each Warrant shall
be adjusted by multiplying such Exercise Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the number of Warrant
Shares purchasable upon the exercise of each Warrant immediately prior to such
adjustment, and of which the denominator shall be the number of Warrant Shares
so purchasable immediately thereafter.

       SECTION 2.04.  VOLUNTARY ADJUSTMENT BY THE CORPORATION.  The Corporation
may at its option at any time during the term of the Warrants reduce the then
current Exercise Price to any amount deemed appropriate by the Board of
Directors of the Corporation.

       SECTION 2.05.  NOTICE OF ADJUSTMENT.  Whenever the number of Warrant
Shares purchasable upon the exercise of each Warrant or the Exercise Price of
such Warrant Shares is adjusted, as herein provided, the Corporation shall
promptly mail to the Warrant Holder a notice of such adjustment or adjustments,
prepared and signed by the Chief Financial Officer or Secretary of the
Corporation, which





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sets forth the number of Warrant Shares purchasable upon the exercise of each
Warrant and the Exercise Price of such Warrant Shares after such adjustment, a
brief statement of the facts requiring such adjustment, and the computation by
which such adjustment was made.

       SECTION 2.06.  EFFECT OF SALE, MERGER, OR CONSOLIDATION.  In the event
of any capital reorganization of the Corporation, or of any reclassification
(other than a change in par value) of the Common Stock or of any conversion of
the Common Stock into securities of another corporation, or the consolidation
of the Corporation with, or the merger of the Corporation with or into, any
other corporation where the Common Stock is converted into other securities or
property (including cash) or in the event of the sale of all or substantially
all of the properties and assets of the Corporation to any other corporation
(each such event thereinafter being referred to as a "Capital Change"), each
Warrant shall be exercisable after such Capital Change, upon the terms and
conditions specified in this Agreement, only for the number of shares of stock
or other securities or property (including cash), as the case may be, to which
the shares of Common Stock issuable (immediately prior to such Capital Change)
upon exercise of such Warrant would have been entitled upon such Capital
Change.  In any such case, if necessary, the provisions set forth in this
Article II with respect to the rights and interests thereafter of the holders
of the Warrants shall be appropriately adjusted so as to be reasonably
applicable to any shares of stock or other securities or property thereafter
deliverable on the exercise of the Warrants.

       The subdivision or combination of shares of Common Stock at any time
outstanding into a greater or lesser number of shares of Common Stock shall not
be deemed to be a reclassification of the Common Stock of the Corporation for
the purpose of this Section 2.06.  The Corporation shall not effect any
consolidation, merger, or sale resulting in a Capital Change, unless prior to
or simultaneously with the consummation thereof, the Corporation or any
successor corporation or corporation purchasing such assets shall assume, by
written instrument executed and delivered for the benefit of the Purchasers,
the obligation to deliver to the holder of each Warrant such shares of stock,
securities, or property (including cash) as the Warrant Holders may be entitled
to receive upon exercise of the Warrants in accordance with the foregoing
provisions, and the other obligations of the Corporation under this Agreement.

       SECTION 2.07.  NOTICE OF CERTAIN EVENTS.  In the event that at any time
prior to the expiration of the Warrants and prior to their exercise:

       (a)    the Corporation shall declare any distribution (other than a cash
dividend or a dividend payable in securities of the Corporation with respect to
the Common Stock); or





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<PAGE>   7
       (b)    the Corporation shall offer for subscription to the holders of
the Common Stock any additional shares of stock of any class or any other
securities convertible into Common Stock or any rights to subscribe thereto; or

       (c)    the Corporation shall declare any stock split, stock dividend,
subdivision, combination, or similar distribution with respect to the Common
Stock, regardless of the effect of any such event on the outstanding number of
shares of Common Stock; or

       (d)    there shall be any Capital Change in the Corporation or any
merger of the Corporation with another corporation (other than a merger with a
subsidiary in which merger the Corporation is the continuing corporation and
which does not result in any reclassification or change of the shares of Common
Stock issuable upon exercise of the Warrants); or

       (e)    there shall be a voluntary or involuntary dissolution,
liquidation, or winding up of the Corporation (other than in connection with a
consolidation, merger, or sale of all or substantially all of its property,
assets and business as an entity);

(each such event hereinafter being referred to as a "Notification Event"), the
Corporation shall cause to be mailed to the Warrant Holder, not less than 10
days prior to the record date, if any, in connection with such Notification
Event (provided, however, that if there is no record date, or if 10 days prior
notice is impracticable, as soon as practicable) written notice specifying the
nature of such event and the effective date of, or the date on which the books
of the Corporation shall lose or a record shall be taken with respect to, such
event.  Such notice shall also set forth facts indicating the effect of such
action (to the extent such effect may be known at the date of such notice) on
the Exercise Price and the kind and amount of the shares of stock or other
securities or property deliverable upon exercise of the Warrants.

       SECTION 2.08.  EFFECT OF ADJUSTMENT ON WARRANT CERTIFICATES.  The form
of Warrant Certificate need not be changed because of any change in the
Exercise Price, the number of Warrant Shares issuable upon the exercise of a
Warrant or the number of Warrants outstanding pursuant to this Article.  The
Corporation may, however, at any time, in its sole discretion, make any change
in the form of Warrant Certificate that it may deem appropriate and that does
not affect the substance thereof, and any Warrant Certificates thereafter
issued or countersigned, whether in exchange or substitution for an outstanding
Warrant Certificates or otherwise, may be in the form as so changed.





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                                      III.

                            RIGHTS OF WARRANT HOLDER

       SECTION 3.01.  NO RIGHTS AS STOCKHOLDER.  The Warrant Holder, as such,
shall not be entitled to vote or to receive dividends and shall otherwise be
deemed to be the holder of shares of Common Stock for any purpose, nor shall
anything contained herein or in any Warrant Certificate be construed to confer
upon any Warrant Holder, as such, any of the rights of a stockholder of the
Corporation or any right to vote upon or give or withhold consent to any action
of the Corporation (whether upon any reorganization, issuance of securities,
reclassification or conversion of Common Stock, consolidation, merger, sale,
lease, conveyance or otherwise) receive notice of meetings or other action
affecting stockholders (except for notices expressly provided for in this
Agreement) or receive dividends or subscription rights, until such Warrant
Certificate shall have been surrendered for exercise accompanied by full and
proper payment of the Exercise Price as provided in this Certificate and shares
of Common Stock thereunder shall have become issuable and until such person
shall have been deemed to have become a holder of record of such shares.  If,
at the date of surrender of such Warrant Certificate and payment of such
Exercise Price, the transfer books for the Common Stock shall be closed,
certificates for the shares of Common Stock shall be issuable on the date on
which such books shall next be open (whether before, on or after the Expiration
Date) and until such date, the Corporation shall be under no duty to deliver
any certificate for such shares of Common Stock.  The Warrant Holder shall,
upon the exercise of Warrants, be entitled to any dividends if the record date
with respect to payment of such dividends shall be a date prior to the date
such shares of Common Stock became issuable upon the exercise of such Warrants.

       SECTION 3.02.  MAINTENANCE OF SUFFICIENT AND PROPER SHARES OF COMMON
STOCK.

       (a)    The Corporation shall at all times reserve and keep available a
number of authorized shares of Common Stock sufficient to permit the exercise
in full of all outstanding Warrants.

       (b)    If any shares of Common Stock issuable upon the exercise of the
Warrants require registration or approval of any governmental authority, or the
taking of any other action under the laws of the United States or any political
subdivision thereof or any other jurisdiction before such shares of Common
Stock may be legally and validly issued, then the Corporation shall in good
faith and with reasonable diligence endeavor to secure such registration or
approval or to take such other action as may be appropriate to allow for the
lawful issuance of shares of Common Stock upon exercise of Warrants, provided
that no shares of Common Stock shall be issued for the period during which the
Corporation





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<PAGE>   9
is endeavoring to obtain such registration or approval or is taking such other
action.  Warrant Holders may exercise Warrants during any such period as
provided herein and shall be entitled to the issuance of the shares of Common
Stock on such date as the shares of Common Stock may be legally and validly
issued, at the Exercise Price and upon the other conditions in effect on the
date of surrender of the Warrant Certificates accompanied by full and proper
payment for the shares of Common Stock.

       SECTION 3.03.  FRACTIONAL SHARES AND WARRANTS.

       (a) Anything contained herein to the contrary notwithstanding, the
Corporation shall not be required to issue any fraction of a share of Common
Stock in connection with the exercise of Warrants. Warrants may not be
exercised in such number as would result (except for the provisions of this
Section) in the issuance of a fraction of a share of Common Stock unless the
Warrant Holder is presenting for exercise Warrant Certificates representing all
Warrants then owned of record by such Warrant Holder.  In such event, the
Corporation shall, upon the exercise of all such Warrants, issue to such
Warrant Holder the largest aggregate whole number of shares of Common Stock
called for thereby upon receipt of the Exercise Price for all such Warrants and
pay a sum in cash equal to the remaining fraction of a share of Common Stock,
multiplied by its current market price as of the last business day preceding
the date on which the Warrants are presented for exercise.  The current market
price per share of Common Stock at any date shall be the average of the daily
closing prices for 15 consecutive trading days commencing 20 trading days
before the date of such computation.  The closing price for each day shall be
the last reported sale price regular way or, in case no such reported sale
takes place on such day, the average of the closing bid and asked prices
regular way for such day, in either case on the principal national securities
exchange on which the shares are listed or admitted to trading, or if they are
not listed or admitted to trading on any national securities exchange, but are
traded in the over the counter market, the average of the representative
closing bid and asked quotations for the Common Stock on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") or any
comparable system, or if the Common Stock is not listed on NASDAQ or a
comparable system, the average of the closing bid and asked prices as furnished
by two members of the National Association of Securities Dealers, Inc. selected
from time to time by the Corporation for that purpose. In the event that the
Common Stock is not traded on any such exchange or in any such market, the
current market price per share of the Common Stock shall be determined by the
Board of Directors acting in good faith using customary and reasonable criteria
for determining current market value.  Every Warrant Holder, by the acceptance
of the Warrant Certificate, expressly waives any right to exercise Warrants for
a fractional share of Common Stock except as provided in this subsection.





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<PAGE>   10
       (b)    Anything herein to the contrary notwithstanding, the Corporation
shall not be required to issue fractions of Warrants on any distribution of
Warrants to the Warrant Holder or to distribute Warrant Certificates that
evidence fractional Warrants.  The Corporation shall pay to any person entitled
to a fractional interest in a Warrant, a sum in cash equal to the fraction,
multiplied by its current market price as of the last business day preceding
the date of such distribution.

       SECTION 3.04.  TRANSFERABILITY.  The Warrants and the rights under this
Certificate are fully assignable or transferable by the Warrant Holder
including by will or by the laws of descent and distribution; provided,
however, that the Warrant Holder may only assign or transfer all the then
unexercised Warrants to a single transferee and may not assign or transfer
portions of the then unexercised Warrants to more than one transferee.  The
transferee of the Warranty and the rights under this Certificate including the
executor or the administrator of the estate of the Warrant Holder or the person
or persons acquiring the Warrants upon the death of the Warrant Holder shall
have the right to become the Warrant Holder and to become the Warrant Holder
and to exercise the Warrants subject to the other terms and provisions of this
Certificate.

       SECTION 3.05.  INVESTMENT PURPOSE.  This Certificate and the Warrants
are issued on the condition that the purchase of the Warrants and the purchase
of Common Stock upon the exercise of the Warrants shall be for investment
purposes, and not with a view to resale or distribution except that, in the
event the Common Stock subject to the Warrant is registered under the
Securities Act of 1933, as amended, or in the event a resale of such stock
without such registration would otherwise be permissible, such condition shall
be inoperative if in the opinion of counsel for the Corporation such condition
is not required under the Securities Act of 1933 or any rules or regulations
thereunder.  The certificates evidencing the Common Stock issued upon the
exercise of Warrants shall contain an appropriate restriction legend requiring
compliance with securities laws for transfer thereof.

                                      IV.

                                    GENERAL

       SECTION 4.01.  TAXES ON ISSUANCE OF SHARES OF COMMON STOCK.  The
Corporation shall promptly pay all documentary stamp taxes, if any, that may be
imposed upon the Corporation with respect to the issuance or delivery of shares
of Common Stock upon the exercise of Warrants, but the Corporation shall not be
obligated to pay any transfer taxes with respect to the issuance or delivery of
the Warrant Certificates or shares of Common Stock in a name other than that of
the Warrant Holder.





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       SECTION 4.02.  DATES AND TIMES.  If any date set forth in this
Certificate shall fall on a day other than a full business day in Dallas,
Texas, said date shall be deemed to be the next full business day succeeding
that date.

       SECTION 4.03.  BINDING AGREEMENT.  All the covenants and provisions of
this Certificate by or for the benefit of the Corporation or the Warrant Holder
shall bind an inure to the benefit of their respective heirs, administrators,
successors and assigns, subject to the provisions hereof limiting
transferability by the Warrant Holder.  Nothing expressed in this Certificate
and nothing that may be implied from any of the provisions hereof is intended,
or shall be construed, to confer upon or give to any person or corporation,
other than the Corporation and the Warrant Holders, any legal or equitable
right, remedy, or claim under or by reason of this Certificate or of any
covenant, condition, stipulation, promise, or agreement herein, and all
covenants, conditions, stipulations, promises, and agreements contained in this
Certificate shall be for the sole and exclusive benefit of the Corporation and
the Warrant Holder, and their respective heirs, administrators, successors and
assigns.

       SECTION 4.04.  NOTICES.  Any communication, notice, or demand to be
given hereunder shall be duly given if in writing and delivered personally or
sent by first class mail, certified or registered, postage prepaid and
addressed as follows:

       (a)    If to the Corporation:

              United Dental Care, Inc.
              14755 Preston Road
              Suite 300
              Dallas, Texas  75240
              Attention:  President

       (b)    If to Warrant Holder:

              Mr. Mark E. Pape
              3725 MacArthur Drive
              Waco, TX 76708

Either party may change the address to which any communication, notice, or
demand shall be given by giving notice of such change in conformity with the
provisions of this Section.

       SECTION 4.05.  GOVERNING LAW.  This Certificate shall be governed by and
construed in accordance with the laws of the State of Delaware, without giving
effect to conflict of laws.

       SECTION 4.06.  HEADINGS.  The Article and Section headings herein are
for convenience only and are not part of this Certificate and shall not affect
the interpretation thereof.





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<PAGE>   12
       SECTION 4.07.  RESTATEMENT/ENTIRE AGREEMENT.  The Amended, Restated and
Corrected Warrant Certificate amends and restates in its entirety that certain
Warranty Certificate between the Corporation and the Warrant Holder executed
and dated February 6, 1995 which is replaced by this Amended, Restated and
Corrected Warranty Certificate.  This Certificate constitutes the sole and
complete agreement between the parties, and supersedes any prior agreements or
understandings, whether written or oral, with respect to the subject matter
hereof.  This Certificate may be amended, modified or supplemented only by a
written amendment executed by the Corporation and the Warrant Holder.

       SECTION 4.08.  COUNTERPARTS.  This Certificate may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original; provided, however, that all such counterparts shall together
constitute but one and the same instrument.

       IN WITNESS WHEREOF, this Certificate has been duly executed by the
Corporation and the Warrant Holder as of the date written below.



DATED:    2/26, 1996                  UNITED DENTAL CARE, INC.
       -------------                                          


                                      By:  /s/ James B. Kingston                
                                         ---------------------------------------
                                      Its:  President

DATED:    2/27, 1996                  WARRANT HOLDER
       -------------                                


                                      By:  /s/ Mark E. Pape                     
                                         ---------------------------------------
                                         Mark E. Pape





                                      -12-
<PAGE>   13
                          FORM OF ELECTION TO PURCHASE


To United Dental Care, Inc.


       The undersigned hereby irrevocably elects to exercise _____ Warrants
represented by this Warrant Certificate, and to purchase _____ shares of the
Common Stock of United Dental Care, Inc. issuable upon the exercise of such
Warrants, and requests that certificates for such shares shall be issued in the
name of


                                                                                
--------------------------------------------------------------------------------
                                     (Name)

                                                                                
--------------------------------------------------------------------------------
                                    (Address)

                                                                                
--------------------------------------------------------------------------------
                  Social Security or other Identifying Number)


and be delivered to

                                                                                
--------------------------------------------------------------------------------
                                     (Name)

                                                                                
--------------------------------------------------------------------------------
                                    (Address)


and, if said number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the undersigned at the
address stated above.

Dated:  ___________________, _____


Signature:                                                                      
          ----------------------------------------------------------------------
          Warrant Holder:                                                       
                         -------------------------------------------------------


Signature Guaranteed:                                                           
                     -----------------------------------------------------------


NOTE:  The above signature must correspond with the name as written upon the
       face of this Warrant Certificate in every particular, without any change
       whatsoever, unless this Warrant has been assigned.





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